PBOC rules facilitating cross-border RMB settlement

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1 23 August 2013 PBOC rules facilitating cross-border RMB settlement SPEED READ On 5 July 2013, the People s Bank of China (PBOC) issued its Circular on Streamlining Cross-Border RMB Business Procedures and Improving Relevant Policies ( 中国人民银行关于简化跨境人民币业务流程和完善有关政策的通知 ) (the Circular). With the promulgation of the Circular, the PBOC intends to improve the efficiency of cross-border RMB settlement and facilitate the use of RMB for the settlement of cross-border transactions. The Circular sets out policies and procedures relating to cross-border RMB settlement for certain transactions, including cross-border trades, bank-card RMB-account-related transactions, cross-border lending in RMB, issuance of RMB bonds overseas by PRC corporates, the provision of RMB security in favour of offshore entities by PRC corporates and the issuance of RMB bonds overseas by PRC corporates etc. For the purposes of this ealert, PRC or China refers to the People s Republic of China (excluding Hong Kong, Taiwan and Macau). The term PRC banks means banks organised in the PRC with the approval of the China Banking Regulatory.. 1

2 Outbound lending in RMB by PRC corporates KEY PROVISIONS OF THE CIRCULAR (1) Non-financial institutions incorporated in the PRC (PRC corporates) may apply to PRC banks for outbound lending in RMB. PRC corporates which operate within the same company group may apply to PRC banks for RMB cash-pooling business whereby the PRC corporates may lend in RMB to their offshore affiliates. (2) PRC banks provide cross-border RMB-settlement services for the outbound lending mentioned above after review of the application documents submitted by the PRC corporate. (3) PRC corporates are required to open a special RMB deposit account for the purposes of outbound lending. (4) The interest rate, tenor and purposes of the loan can be agreed by the lender and borrower in light of commercial principles and on a reasonable basis. (5) The repayment of the loan is to be made in RMB into the special RMB deposit account, and the amount of the repayment shall not exceed the aggregate of the principal, interest, PRC income tax and relevant expenses. (6) PRC banks shall report relevant information on the loans, related cross-border payments and RMB guarantees (if any) to the RCPMIS (an online system of the PBOC to monitor cross-border RMB fund flows). WHAT'S NEW Currently, the State Administration of Foreign Exchange (SAFE) has rules that allow PRC corporates to lend in U.S. dollars to its offshore affiliates. PBOC Shanghai has also launched a pilot scheme whereby PRC companies incorporated in Shanghai can lend in RMB to their offshore affiliates. Please click here for a copy of our ealert on this topic. The Circular allows PRC corporates (whether incorporated in Shanghai or otherwise) to lend in RMB to offshore entities. GENERAL COMMENTS The provisions are very general and there are a number of questions to be clarified by PBOC, for example: Are there any restrictions on the source of funding for the loans (eg borrowing from banks, proceeds of bonds)? Do the PRC corporates need to satisfy certain thresholds (eg profitability, NAV etc)? Where the PRC corporate is a subsidiary of an MNC, will the loan amount be in any way subject to restrictions relating to distributable profits? 2

3 PBOC rules facilitating cross-border RMB settlement Provision of cross-border RMB security by PRC corporate KEY PROVISIONS OF THE CIRCULAR (1) PRC corporates may provide cross border RMB security (in favour of offshore entities) in accordance with relevant laws such as the PRC property law and the PRC security law. (2) Upon enforcement of the RMB security, PRC banks may provide RMB settlement services (ie remittance of enforcement proceeds out of China) after verifying the authenticity of the transactions. Following the remittance of the proceeds, PRC banks shall report to the RCPMIS. (3) Alternatively, the PRC corporate may use the RMB funds it retains offshore to perform its obligations upon enforcement of the RMB security. WHAT'S NEW Under the current SAFE regime on foreign security, a PRC corporate shall obtain a prior approval or quote from SAFE before it can provide foreign security. The foreign security shall be registered with SAFE on a caseby-case basis. The security may be provided by the PRC corporate to secure the obligation of its downstream affiliates only. Enforcement of the guarantee is subject to SAFE approval. We understand that in 2012 PBOC issued a letter in response to consultation by two banks, stating that PRC banks may provide a financial-type foreign guarantee dominated in RMB and such guarantee would not be required to be included in the calculation of the foreign security quota of the bank. It also states that no approval or registration is required for financial-type foreign security provided by PRC banks (note that under SAFE regulations, PRC banks shall provide financial-type foreign security with its annual quota and the security shall be registered with SAFE on a monthly basis). Under the Circular, PRC corporates may provide RMB security in favour of offshore entities. Enforcement of the RMB security is not subject to any prior approval. Although it is not clearly articulated, the Circular seems to suggest that the RMB security provided by PRC corporates is not subject to any approval, quota or registration. The Circular also allows PRC corporates to use offshore RMB funds to perform their obligations upon enforcement. It is likely that PRC corporates will retain RMB funds offshore if proceeds are from Dim Sum bonds or cross-border RMB-trade settlement. GENERAL COMMENTS A question remains whether the RMB security provided by PRC corporates in favour of foreign entities shall comply with SAFE requirements for foreign security (eg approval, quota and registration and restrictions on repatriation where offshore debts are backed by onshore guarantee) and what the consequences will be in the event of non-compliance. It is also to be clarified by PBOC what would constitute a RMB security (e.g. cash in RMB, assets denominated in RMB or performance in RMB upon enforcement?) 3

4 Issuance of RMB bonds overseas by PRC corporates KEY PROVISIONS OF THE CIRCULAR (1) PRC corporates may open a special RMB deposit account with a PRC bank for the purpose of retaining the bond proceeds which are repatriated from offshore, with the consent of the PBOC. The use of bond proceeds shall be in strict compliance with the bond prospectus. (2) PRC banks are required to report relevant information (including remittance of bond proceeds into China, repayment of the bonds and provision of any RMB guarantee) to the RCPMIS. WHAT'S NEW There is clarification that the repatriated bond proceeds shall be placed in a special RMB account. This facilitates the account bank in its monitoring of the use of funds. GENERAL COMMENTS According to the regulation of the National Development and Reform Commission (NDRC), PRC corporates are required to apply for NDRC approval before issuing RMB bonds overseas. When submitting the application, PRC corporates shall specify whether the bond proceeds will stay offshore or be repatriated for use in China. The NDRC regulation is not clear as to whether PBOC approval is required for the repatriation of bond proceeds. The Circular seems to suggest that repatriation of bond proceeds into China will need PBOC consent. However, it remains to be clarified as to whether the PBOC consent will be issued separately or deemed to be given if NDRC approval is granted (note that NDRC will consult with relevant authorities (presumably including PBOC) according to the NDRC regulation). Other The Circular simplifies the procedures for cross-border RMB trade settlement. PRC banks may conduct settlement (ie by making and receiving payments) for the PRC corporate upon the PRC corporate presenting the payment instruction, with certain exceptions. PRC banks may also allow the PRC corporate to make/receive payments under current account items prior to the relevant PRC bank s verification of underlying 4

5 PBOC rules facilitating cross-border RMB settlement transactions (note that verification of the underlying transactions is usually a precondition for cross-border remittance). In particular, PRC banks are encouraged to provide cross-border trade finance in RMB and may conduct cross-border transfer business that relates to trade finance assets. The Circular also sets out principles in relation to the cross-border settlement of credit-card-related RMBaccount transactions. In particular, for overseas consumption or cash withdrawal via RMB-denominated bank cards issued by PRC banks, the PRC issuing banks shall settle in RMB with a PRC bank card clearing institution (eg UnionPay), which will then settle in RMB or FX with the offshore acquiring banks. For onshore consumption or cash withdrawal via bank cards issued by offshore banks, the onshore acquiring banks shall settle in RMB with a PRC bank card clearing institution, which will then settle in RMB with the offshore issuing banks. This indicates that cross-border settlement of RMB bank card transactions must be conducted through a PRC-licensed payment institution (eg UnionPay). General comment The Circular may have a significant impact on the structure of cross-border transactions in various respects. For example, access to onshore liquidity in RMB has been made easier. Allowing PRC corporates to provide cross-border RMB security directly will diversify creditenhancement options for Dim Sum bonds or other crossborder finance transactions. Having said that, as many provisions in the Circular have been drafted in a very general manner, it remains to be seen how these general rules will be implemented in the future. 5

6 Contact information If you require advice on any of the matters raised in this document, please call any of our partners or your usual contact at Allen & Overy. Jane Jiang Partner, Beijing Tel Yvonne Ho Partner, Beijing Tel Cindy Lo Partner, Beijing Tel Norman Li Counsel, Beijing Tel Matthew Bisley Partner, Shanghai Tel

7 PBOC rules facilitating cross-border RMB settlement Allen & Overy LLP One Bishops Square, London E1 6AD, United Kingdom Tel Fax Allen & Overy maintains a database of business contact details in order to develop and improve its services to its clients. The information is not traded with any external bodies or organisations. If any of your details are incorrect or you no longer wish to receive publications from Allen & Overy please epublications@allenovery.com In this document, Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP s affiliated undertakings. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens (representative office), Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C. Allen & Overy LLP This document is for general guidance only and does not constitute definitive advice. BJ:

8 7 December 2012 New rules introduced to allow PRC corporate to lend to its offshore parent company SPEED READ In November 2012, new regulatory rules were introduced by the State Administration of Foreign Exchange of the PRC (SAFE) to allow a PRC corporate to make loans to its offshore parent company. At about the same time two transactions involving foreign invested enterprises (FIEs) in the PRC lending in RMB to their offshore affiliates, with the approval of the People s Bank of China (PBOC) under a pilot scheme, were reported. In this ebulletin we will highlight the relevant regulatory changes and discuss how they may benefit foreign investors. 1

9 When can a PRC company lend to an offshore entity? The regime governing the overseas lending activities of PRC companies has been evolving since the issuance of the Circular on Foreign Exchange Management of Onshore Companies Overseas Lending ( 国家外汇管理局关于境内企业境外放款外汇管理有关问题的通知 ) (the 2009 Overseas Lending Rules) by SAFE in 2009, a summary of which can be found in our previous ebulletin. On 19 November 2012, SAFE issued the Circular on Further Improving and Adjusting the Foreign Exchange Policies on Foreign Direct Investment Activities ( 关于进一步改进和调整直接投资外汇管理政策的通知 ) (Circular 59) which, in addition to streamlining the procedure for certain foreign exchange transactions relating to foreign investment in the PRC, allows FIEs to make loans to their offshore parent companies. The key stages of development are summarised below: Prior to issuance of Circular 59, cross-border lending under the 2009 Overseas Lending Rules is limited to loans made by a PRC company to its offshore subsidiaries. Now FIEs are permitted to make loans to its offshore parent company as well under Circular 59. Note that, unlike the pilot scheme introduced by SAFE in Pudong, Shanghai in 2010, Circular 59 applies to FIEs established in all provinces and cities of the PRC. Questions to be clarified As Article 8(2) of Circular 59 is drafted in a very general manner, a number of questions remain to be clarified by SAFE: - Is there any restriction on the number of loans and when they can be made by an FIE to its offshore parent company? - Is there any restriction on the loan tenor and, if yes, can the tenor of the loan be extended? - Must the loan be interest-bearing? Is the interest rate subject to any cap or floor? - If an FIE makes a loan to its offshore parent company pursuant to Circular 59, would this affect the amount of dividends that can be distributed by the FIE to its offshore parent company? - Can an FIE make a loan under Circular 59 to its foreign shareholder which only has a minority interest in such FIE? While no implementation rules have been issued by SAFE to address the above questions yet, guidance on how SAFE may handle some of these issues may be found in the Pudong Overseas Lending Guidelines 2

10 New rules introduced to allow PRC corporate to lend to its offshore parent company issued by SAFE in 2010 to implement the Pudong Overseas Lending Pilot Scheme. Under the Pudong Overseas Lending Pilot Scheme: (1) a member company of a multinational group in Pudong must obtain approval from SAFE Shanghai in order to make loans to its offshore affiliates; (2) the tenor of any loans made under the Pudong Overseas Lending Pilot Scheme shall not exceed two years and any extension is subject to scrutiny by SAFE Shanghai; (3) the interest rate applicable to loans made under the Pudong Overseas Lending Pilot Scheme must be within a reasonable range and in line with interest rates applicable to commercial loans in the international financial market; and (4) a new loan can only be advanced by the same lender after the principal and interest of any existing loan advanced by it under such scheme has been repaid within the agreed time period. Whether SAFE will, in practice, adopt the same approach in implementing Article 8(2) of Circular 59, or issue new implementation rules for this purpose remain to be confirmed. Recent development: the PBOC pilot scheme for cross-border RMB lending between corporates While SAFE is relaxing the restrictions on overseas lending of FX Loans, PBOC has introduced a pilot scheme in Shanghai recently to allow companies incorporated in the PRC to make loans in RMB to their offshore affiliates (the PBOC Pilot Scheme). According to media reports, the purpose of the PBOC Pilot Scheme is to facilitate the utilization of RMB funds sourced from the PRC by qualified multinational companies in funding their overseas activities. Although no further details of the PBOC Pilot Scheme have been released at this stage, it is believed that the application under the PBOC Pilot Scheme must be made through an account bank. If the application is successful, a quota will be granted by the Shanghai branch of PBOC to the applicant, within which loans may be made by the applicant to its offshore affiliates. 3

11 What are the benefits of the recent development for foreign investors? As most of the FIEs do not have offshore subsidiaries, very few FIEs are able to make use of the overseas lending regime introduced by the 2009 Overseas Lending Rules. Issuance of Circular 59 and the introduction of the PBOC Pilot Scheme are a welcome development, which provides FIEs and its offshore affiliates with more flexibility in using onshore cash to fund the offshore liquidity requirement of the group. However, if (in line with the approach adopted by SAFE under the Pudong Overseas Lending Pilot Scheme) only short-term loans may be made under Circular 59 and the PBOC Pilot Scheme and the amount of such loans is limited to the amount of profit to which a foreign investor is entitled to, it is unlikely that the recent development will provide a solution to the cash-trap problem faced by many foreign investors in doing business in China. 4

12 New rules introduced to allow PRC corporate to lend to its offshore parent company Contact information If you require advice on any of the matters raised in this document, please call any of our partners or your usual contact at Allen & Overy. Joseph Tse Senior Partner, Greater China Tel / Matthias Voss Managing Partner, Beijing Tel Yvonne Ho Partner, Beijing Tel Jane Jiang Partner/Head of China Regulatory Group, Beijing Tel Cindy Lo Partner, Beijing Tel Ji Zou Managing Partner, Shanghai Tel Richard Kim Partner, Shanghai Tel Matthew Bisley Partner, Shanghai Victor Ho Partner, Beijing Tel

13 Appendix June 2009 The dam lowers yet another inch: the new overseas lending rules Contents Background 7 The new overseas lending rules 8 The draft regulations 7 Contact information

14 New rules introduced to allow PRC corporate to lend to its offshore parent company Background On 18 May 2009, the State Administration of Foreign Exchange (SAFE) posted on its website for public comment a draft of the Regulations on the Administration of Foreign Exchange for Outbound Direct Investment by Domestic Entities ( 境内机构境外直接投资外汇管理规定, the Draft Regulations). SAFE closely followed this publication with the issuance of a Notice regarding Foreign Exchange Management of Onshore Companies Overseas Lending ( 关于境内企业境外放款外汇管理有关问题的通知, the New Overseas Lending Rules) on 9 June 2009, which implements the Draft Regulations in some respects and will come into effect on 1 August The New Overseas Lending Rules pave the way for expanded overseas direct investment funding and overseas asset management. Macroeconomic pressures resulting from China s economic success have driven ongoing liberalisation of China s currency control regime in recent years. SAFE and other agencies have responded to these pressures by taking a number of significant steps for domestic-owned and foreign-invested enterprises to ease domestic and foreign funding through both equity and debt and to increase the efficiency of onshore and offshore cash management. These measures also provide more structuring tools for complex cross-border financing. The Draft Regulations and the New Overseas Lending Rules represent further actions by SAFE to simplify outbound foreign exchange approvals and operational procedures for outbound investment. The draft regulations The Draft Regulations, if promulgated, would consolidate many of the piecemeal rules and circulars issued in the recent past, containing the following key improvements: (1) Expanded funding sources. A domestic company would be expressly permitted to use for outbound direct investment: (i) its self-owned foreign currencies in its current account as well as its registered capital account; (ii) foreign currencies borrowed onshore; (iii) foreign currencies converted from RMB; and (iv) tangible and intangible assets. The profits derived from outbound direct investment may remain offshore for further investment. (2) Relaxation of administrative procedures. SAFE approval, which currently entails a stringent verification process of sources of funding and FX risk assessment, and forms part of the prior approval procedures of outbound direct investment, would no longer be required. Instead, a remitter of overseas direct investment funding need only complete a registration [form] with SAFE after the approvals from other relevant authorities (such as the Ministry of Commerce or the National Development and Reform Commission) are in place. (3) Simplified remittance procedures. The foreign currency remittance procedures would also be simplified so that, after the registration with SAFE, a domestic company would be able to arrange remittance through a SAFE-designated bank directly, without further SAFE verification. (4) Expenses. The procedure for arranging payment of initial expenses prior to obtaining various approvals 7

15 would be clarified in terms of the scope and amount of such expenses. The Draft Regulations are a welcome consolidation of past tentative and pilot rules and confirm the Central Government s commitment to the policy of encouraging outbound investment. The Draft Regulations anticipate domestic companies (both PRC and foreign-invested) providing commercial loans or foreign security supporting debt to their offshore subsidiaries. Transactions of this sort would ease liquidity issues currently experienced by the offshore subsidiaries of Chinese companies. This is not SAFE s first move in this direction. SAFE recently began permitting Chinese banks to provide guarantees and other security of a financing nature to overseas subsidiaries of Chinese companies under a much simplified regime. SAFE replaced case-by-case approvals with a quota system within which Chinese banks could freely grant credit support to such companies. Ensuring the availability of adequate credit support indirectly increased the chances of overseas subsidiaries obtaining funding. Apparently, however, SAFE recognises a need for more direct measures, as demonstrated in the terms of these Draft Regulations. The new overseas lending rules The New Overseas Lending Rules allow PRC onshore companies, including purely domestic companies (Domestic Companies) and foreign-invested companies (FIEs) but excluding financial institutions, to provide foreign exchange (FX) loans to their offshore subsidiaries, either by way of direct lending or entrustment loan via a qualified bank or intra-group finance company. Provision of foreign security, as also envisaged under the Draft Regulations, is not addressed, however, in the New Overseas Lending Rules. The New Overseas Lending Rules implement some aspects of the Draft Regulations, supplement and, in certain respects, replace the existing overseas lending regime, which consists of rules issued by SAFE in 2004 regulating intra-group FX management and overseas lending ( 关于跨国公司外汇资金内部运营管理有关问题的通知, the Existing Overseas Lending Rules), and another two sets of rules issued in 2005 and 2006 which are only applicable to multinational groups incorporated in the Pudong New Area (the Pudong Special Rules and, together with the Existing Overseas Lending Rules, the Existing Overseas Lending Regime). The following features of the New Overseas Lending Rules are worth noting: (1) Qualified Lending and Borrowing Entity Under the New Overseas Lending Rules, if a Domestic Company or an FIE lends to an offshore subsidiary, the lending and the borrowing entities need not be within a qualified multinational group, as required under the Existing Overseas Lending Regime. A qualified multinational group must meet certain requirements, including with respect to the number of member companies and the amount of investment. The requirements under the Existing Overseas Lending Regime will continue to apply to other situations; for example, where an onshore company lends to its offshore parent or sister companies or where an offshore company lends to its onshore affiliates. As very few FIEs have offshore subsidiaries, the New Overseas Lending Rules primarily benefit Domestic Companies. (2) Source of Funding The New Overseas Lending Rules allow qualified lending entities to use the following funds for lending: (a) its self-owned FX funds on its FX-registered capital account or other FX current accounts; (b) its self-owned RMB funds (after being converted into FX); and (c) other FX funds in the relevant FX cash pooling. 8

16 New rules introduced to allow PRC corporate to lend to its offshore parent company Under the Existing Overseas Lending Regime, only funds under item (a) above could be used for lending, with the only exception being that under the Pudong Special Rules a qualified lender is allowed to convert RMB funds into FX funds for lending. Neither the Existing Overseas Lending Regime nor the New Overseas Lending Rules allow borrowers to on-lend loan proceeds. In other words, loan proceeds are not considered self-owned funds. In practice, verification of this point in respect of RMB would be more difficult than in respect of FX. (3) SAFE Formalities The New Overseas Lending Rules significantly simplify the SAFE formalities required for intra-group lending. The Rules delegate various approval and verification processes to SAFE s local counterparts. Subsequent to the initial approval, opening an FX lending account, converting RMB funds (when the source of funding is in RMB) and remitting funds to the FX lending account are no longer subject to separate SAFE formalities. The lender may carry out the above activities directly at a SAFE-designated bank. Each cross-border loan disbursement or payment of principal or interest on a loan remains subject to SAFE verification at the local level, as under the Existing Overseas Lending Regime. (4) Lending Quota The New Overseas Lending Rules use of the term lending quota is somewhat unclear. Our informal discussions with SAFE have confirmed that this quota is granted for each loan agreement, and does not mean that a qualified lender may make multiple loans without SAFE approval up to the quota. The New Overseas Lending Rules, however, do seem to envisage multiple outstanding loans by the same lender, presumably under multiple lending quotas. This is in contrast to the Existing Overseas Lending Regime under which a new loan will only be approved if the previous loan has been fully repaid. (5) Availability Period and Loan Tenor The New Overseas Lending Rules state that each lending quota has an effective period of two years after it is granted, which period may be extended upon application to the local SAFE counterpart. A SAFE official stated during an informal discussion that such effective period refers to the tenor of the loan, rather than to the availability period during which the loan may be disbursed. The New Overseas Lending Rules impose no time limit on the availability period, which is a maximum of six months under the Existing Overseas Lending Regime. As the availability period cannot be longer than the tenor of the loan, the New Overseas Lending Rules effectively extend the availability period to two years. For example, the same loan may be repaid and redisbursed (eg a revolving facility) within two years as long as the total outstanding principal amount remains within the quota. Privileges always come with a price. As the Draft Regulations indicate, SAFE will continue to increase the extent of information flow and strengthen the monitoring system to ensure that privileges are not abused. Dams lowering; cameras up. 9

17 Contact information If you require advice on any of the matters raised in this document, please call any of our partners or your usual contact at Allen & Overy. Joseph Tse Senior Partner, Greater China, Beijing / Hong Kong Tel / joseph.tse@allenovery.com Victor Ho Partner, Beijing / Shanghai Tel / victor.ho@allenovery.com Mark Roppel Partner, Hong Kong Tel mark.roppel@allenovery.com Mitchell Silk Partner, New York Tel mitchell.silk@allenovery.com Yvonne Ho Partner, Beijing Tel yvonne.ho@allenovery.com Jane Jiang Counsel, Beijing Tel jane.jiang@allenovery.com 10

18 New rules introduced to allow PRC corporate to lend to its offshore parent company 11

19 Allen & Overy LLP One Bishops Square, London E1 6AD, United Kingdom Tel Fax Allen & Overy maintains a database of business contact details in order to develop and improve its services to its clients. The information is not traded with any external bodies or organisations. If any of your details are incorrect or you no longer wish to receive publications from Allen & Overy please epublications@allenovery.com In this document, Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP s affiliated undertakings. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens (representative office), Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C. Allen & Overy LLP This document is for general guidance only and does not constitute definitive advice. BJ:

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