09:38     STANCHART<02888> - Announcement & Resumption of Trading (15)        

    18.     represents and warrants that it is independent of, and is         
    not connected with, the Company, any director or the chief                
    executive of the Company, a substantial shareholder of the                
    Company, or any of their respective associates (as defined in             
    the Rules Governing the Listing of Securities on the Hong Kong            
    Stock Exchange); and that it is not acting in concert (as defined         
    in the Hong Kong Code on Takeovers and Mergers) with the Company,         
    any director or the chief executive of the Company, a substantial         
    shareholder of the Company or any of its subsidiaries, or any             
    of their respective associates (as defined in the Rules Governing         
    the Listing of Securities on the Hong Kong Stock Exchange); and           
    the Placee has not offered or sold and will not offer to sell             
    any Placing Shares to a director or chief executive of the Company,       
    a substantial shareholder of the Company or any of its                    
    subsidiaries, or any respective associates (as defined in the             
    Rules Governing the Listing of Securities on the Hong Kong Stock          
    Exchange);                                                                
                                                                              
    19.     acknowledges that the Announcement has not been and will not      
    be registered as a prospectus with the Monetary Authority of              
    Singapore. Accordingly, the Placee represents and warrants that           
    this press announcement and any other document or material in             
    connection with the offer or sale, or invitation for subscription         
    or purchase, of the Placing Shares has not been and will not              
    be circulated or distributed, and will not offer or sell the              
    Placing Shares or cause the Placing Shares to be made the subject         
    of an invitation for subscription or purchase, whether directly           
    or indirectly, to persons in Singapore other than under                   
    circumstances in which such offer, sale or invitation does not            
    constitute an offer or sale, or invitation for subscription or            
    purchase, of the Placing Shares to the public in Singapore;               
                                                                              
    20.     represents and warrants that it has not offered or sold and,      
    prior to the expiry of a period of six months from UK Admission,          
    will not offer or sell any Placing Shares to persons in the United        
    Kingdom, except to persons whose ordinary activities involve              
    them in acquiring, holding, managing or disposing of investments          
    (as principal or agent) for the purposes of their business or             
    otherwise in circumstances which have not resulted and which              
    will not result in an offer to the public in the United Kingdom           
    within the meaning of the Public Offers of Securities Regulations         
    1995, as amended;                                                         
                                                                              
    21.     represents and warrants that it has only communicated or          
    caused to be communicated and will only communicate or cause              
    to be communicated any invitation or inducement to engage in              
    investment activity (within the meaning of section 21 of FSMA)            
    relating to the Placing Shares in circumstances in which section          
    21(1) of FSMA does not require approval of the communication              
    by an authorised person;                                                  
                                                                              
    22.     represents and warrants that it has complied and will comply      
    with all applicable provisions of FSMA with respect to anything           
    done by it in relation to the Placing Shares in, from or otherwise        
    involving the United Kingdom;                                             
                                                                              
    23.     represents and warrants that it and any person acting on its      
    behalf is entitled to acquire the Placing Shares under the laws           
    of all relevant jurisdictions and that it has all necessary               
    capacity and has obtained all necessary consents and authorities          
    to enable it to commit to this participation and to perform its           
    obligations in relation thereto (including, without limitation,           
    in the case of any person on whose behalf it is acting, all               
    necessary consents and authorities to agree to the terms set              
    out or referred to in this announcement) and will honour such             
    obligations;                                                              
                                                                              
    24.     undertakes that it will make payment for the Placing