09:38     STANCHART<02888> - Announcement & Resumption of Trading (14)        

    11.     acknowledges that the Placing Shares have not been and will       
    not be registered under the Securities Act or with any State              
    or other jurisdiction of the United States, nor approved or               
    disapproved by the US Securities and Exchange Commission, any             
    state securities commission in the United States or any other             
    United States regulatory authority, and agrees that for so long           
    as the Placing Shares are "restricted securities" it will not             
    reoffer, resell, pledge or otherwise transfer the Placing Shares          
    except (i) outside the United States in offshore transactions             
    in accordance with Rule 904 of Regulation S under the Securities          
    Act, (ii) in a transaction not involving any general solicitation         
    or general advertising pursuant to Rule 144A (if available) or            
    (iii) pursuant to an effective registration statement under the           
    Securities Act, and in any case in compliance with all applicable         
    laws;                                                                     
                                                                              
    12.     acknowledges that where it is acquiring the Placing Shares        
    for one or more managed accounts, it represents and warrants              
    that it is authorised in writing by each managed account (i)              
    to acquire the Placing Shares for each managed account, and (ii)          
    to execute and deliver an investment letter in the form provided          
    to it by either of the Managers on behalf of each managed account.        
    Each Placee agrees to indemnify and hold the Company and the              
    Managers harmless from any and all costs, claims, liabilities             
    and expenses (including legal fees and expenses) arising out              
    of or in connection with any breach of the representations and            
    warranties in this paragraph 12. Each Placee agrees that the              
    provisions of this paragraph 12 shall survive the resale of the           
    Placing Shares by or on behalf of the managed accounts;                   
                                                                              
    13.     acknowledges that no representation has been made as to the       
    availability of any other exemption under the Securities Act              
    for the reoffer, resale, pledge or transfer of the Placing Shares;        
                                                                              
    14.     represents and warrants that the allocation, allotment,           
    issue and delivery to it, or the person specified by it for               
    registration as holder, of Placing Shares will not give rise              
    to a liability under any of sections 67, 70, 93 or 96 of the              
    Finance Act 1986 (depositary receipts and clearance services)             
    and that it is not participating in the Placing as nominee or             
    agent for any person or persons to whom the allocation, allotment,        
    issue or delivery of Placing Shares would give rise to such a             
    liability;                                                                
                                                                              
    15.     represents and warrants that it has complied with its             
    obligations in connection with money laundering and terrorist             
    financing under the Proceeds of Crime Act 2002, the Terrorism             
    Act 2000, the Criminal Justice Act 1993 and the Money Laundering          
    Regulations (2003) (the "Regulations") and, if making payment             
    on behalf of a third party, that satisfactory evidence has been           
    obtained and recorded by it to verify the identity of the third           
    party as required by the Regulations;                                     
                                                                              
    16.     represents and warrants that it and any person acting on its      
    behalf falls within paragraph 3(a) of Schedule 11 to FSMA, being          
    a person whose ordinary activities involve it in acquiring,               
    holding, managing or disposing of investments (as principal or            
    agent) for the purposes of its business, and within Article 19            
    and/or 49 of the Financial Services and Markets Act 2000                  
    (Financial Promotion) Order 2001, as amended, and undertakes              
    that it will acquire, hold, manage or dispose of any Placing              
    Shares that are allocated to it for the purposes of its business;         
                                                                              
    17.     represents and warrants, if it is a Placee in Hong Kong, that     
    it is a "Professional Investor" as defined in the Securities              
    and Futures Ordinance (Cap. 571) of Hong Kong and any rules made          
    under that ordinance;