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Representations in relation to China Market Access Products1
1.
Definitions
“Legal Person Registered in the PRC” means an entity incorporated or organized in the PRC
(excluding Hong Kong, Macau and Taiwan).
“PRC” means the People’s Republic of China.
"PRC Citizen" means any person holding a resident identification card of the PRC (excluding Hong
Kong, Macau and Taiwan).
“PRC Securities” means any shares, bonds, warrants or other securities listed on any stock exchange
in the PRC (excluding Hong Kong, Macau and Taiwan), securities investment funds quoted in
Renminbi or any other financial instruments in which a Qualified Foreign Institutional Investor may
from time to time invest under the laws and regulations of the PRC (excluding Hong Kong, Macau
and Taiwan).
“Qualified Foreign Institutional Investor” means a Qualified Foreign Institutional Investor (合格境
外机构投资者) defined in the Measures on the Administration of Domestic Securities Investments by
Qualified Foreign Institutional Investors (合格境外机构投资者境内证券投资管理办法), as may be
amended and supplemented from time to time.
“trust” includes a trust fund or any similar arrangement where the legal title to the trust assets are
held by a trustee or legal representative but the beneficial interests in the trust assets are held by
beneficiaries; and “trustee” shall be construed accordingly.
2.
Representations
Party B2 makes the following representations to Party A that as at the date of this Agreement (which
representations will be deemed to be repeated by Party B to Party A on each date on which a
Transaction3 is entered into):
(a) it is not (1) a PRC Citizen resident in the PRC (excluding Hong Kong, Macau and Taiwan),
(2) a PRC Citizen resident outside the PRC who is not a permanent resident of another country or
permanent resident of Hong Kong, Macau or Taiwan, or (3) a Legal Person Registered in the PRC,
(each a “Domestic Investor”);
(b) in the case where the Transaction is entered into by Party B as trustee for a trust, interests in
the trust are not majority-owned by, and the management decision over the trust is not controlled
by, one or more Domestic Investor(s). For the avoidance of doubt, in the case only where a
trust’s investments are being managed on a discretionary basis by an investment manager, such
investment manager shall not be deemed to control such entity for the purposes of this
representation by reason only of it being able to control the decision-making in relation to the
entity’s financial, investment and/or operating policies;
(c) to the best of its knowledge and belief after enquiries that it reasonably deems necessary, all
amounts paid or to be paid by it under the Transaction did not and will not involve moneys
1 This document is intended to be used for over-the-counter derivatives transactions referencing PRC Securities. Parties may adapt this
document for market access products in securitised form as they deem appropriate.
2 Party A refers to a QFII and Party B refers to the buyer of any China market access product.
3 “Transaction” as used in this document refers to any transaction the payment/payments under which is/are linked to the performance of
one or more PRC Securities.
1
financed by or sourced from any Domestic Investor in contravention of the laws and regulations of
the PRC; and
[(d)] it is entering into this Agreement, including each Transaction, as principal and not as agent
of any person or entity.4
4 This representation is the same as the No Agency representation in the 2002 ISDA Master Agreement. If Section 3(g) (No Agency) is
specified in the Schedule or any Confirmation as applying, there is no need to repeat this representation here.
2
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