ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All information disclosed or made available in writing or orally and used as the basis of information contained in the Listing Documentation by or on behalf of the Company, any other member of the Group, and/or any of their respective directors, officers, or to the Company's knowledge, employees, Affiliates or agents, to the Joint Sponsors, the Reporting Accountant, the Industry Consultant and legal advisers to the Joint Sponsors for the purposes of the Introduction was when given and, except as disclosed in the Listing Documentation, remains complete, true and accurate in all material aspects and not misleading with no material omissions, and all forecasts and estimates so disclosed or made available have been made after due, careful and proper consideration and, where appropriate, are based on assumptions referred to in the Listing Documentation (to the extent there are any) and represent reasonable and fair expectations truly and honestly held based on facts known to the Company, any other member of the Group, and/or any of their respective directors, and officers or to the knowledge of the Company, Affiliates. (A) The Listing Document to be filed pursuant to Listing Rules will comply when so filed in all material respects with the Listing Rules and the rules and regulations of the Listing Committee; and (B) The Listing Document will not contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the information relating to any of the Joint Sponsors and Dealers furnished to the Company in writing by such Joint Sponsors and Dealers expressly for use therein (the "Information Furnished"), it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name and/or address of such Joint Sponsor and Dealer. 1.3 All statements or expressions of opinion or intention in the Listing Documentation, at and as of the date of this Agreement and at all other times when the warranties are repeated pursuant to this Agreement, are and will remain fairly made in good faith on reasonable grounds or, where appropriate, based on reasonable assumptions, and such grounds or assumptions are and will remain fairly held in good faith by the Company and its Directors and there are or will be no other facts known or which could, upon due and careful inquiry, have been known to the Company and its Directors, the omission of which would make any such statement or expression misleading. 1.4 The Company has not distributed and, prior to the Listing Date and the completion of the Introduction will not distribute any listing material in connection with the Introduction other than the Listing Documentation and other document, announcement, publication, press release or other materials in compliance with Applicable Law or by any Governmental Authority to which the Company is subject or submits, wherever situated, including, without limitation, the Hong Kong Stock Exchange or the SFC or the NYSE or the SEC or the Monetary Authority. 1.5 Without prejudice to any of the other warranties: 1.5.1 the statements contained in the Listing Documentation relating to the Group's indebtedness as at close of business on April 30, 2022 are complete, true and accurate and all material developments in relation to the Company's indebtedness have been disclosed; 1.5.2 the statements relating to the Group's liquidity and capital resources contained in the Listing Documentation in the section headed "Financial Information" are complete, true and accurate; 1.5.3 the statements relating to the Group's repurchase program contained in the Listing Documentation in the section headed "Share Capital" are true and accurate in all material respects; 1.5.4 to the knowledge of the Company, the interests of the Directors in the share capital of the Company and in contracts with the Company and any other member of the Group are fully and accurately disclosed as required by the applicable Laws in the Listing Documentation; 1.5.5 all statistical or operation information disclosed in the Listing Documentation that were provided by the Company, including without limitation the Company's number of premium or premium-plus customers and average revenue per customer by customer category, has been derived from the records of the Group using systems and procedures which incorporate adequate safeguards to ensure that the information is accurate and complete and presents fairly the information shown therein. Statistical and market- related data, including without limitation statements relating to the rankings and market positions of the Company, penetration rate and market size, contained in the Listing Documentation as having come from a source other than the Company are based on or derived from sources (whether or not publicly available), which the Directors have a reasonable basis for believing that the information based thereon or derived therefrom is reliable and accurate and present fairly such sources, and the Company has obtained the written consent to the use of such data from such sources to the extent required. 1.6 All information disclosed or made available (or which ought reasonably to have been disclosed or made available, including, without limitation, as necessary or relevant to the performance by the Joint Sponsors of their obligations as sponsors under the Listing Rules) in writing or orally from time to time by or on behalf of the Company or any of its Affiliates or any director, officer, employee or agent of the Company or any of its Affiliates to the SEHK, the SFC, the Joint Sponsors, the Reporting Accountants, the Internal Control Consultant, the Industry Consultant and the legal advisers to the Company or the Joint Sponsors, for the purposes of the Introduction and/or the listing of the Shares on the SEHK (including, without limitation, for the purposes of replying to queries raised by the SEHK and/or the SFC) was so disclosed or made available in full and in good faith and, except as subsequently disclosed in the Listing Documentation or notified to the SEHK and/or the SFC, as applicable, was and remains complete, true and accurate in all material aspects and not misleading, and there is no other information which has not been provided the result of which would make the information so received misleading. 1.7 All public notices, announcements and advertisements in connection with the Introduction and all filings and submissions provided by or on behalf of the Company or any of its Affiliates to the SEHK and/or the SFC in connection with the Introduction have complied or will comply with all applicable Laws. 1.8 None of the Directors has revoked or withdrawn the authority and confirmations in the responsibility letter, statement of interests and power of attorney issued by him to the Company and the Joint Sponsors, and such authority and confirmations remain in full force and effect. 1.9 The Listing Document contains or includes (A) all material information and particulars required to comply with the Listing Rules and all other Laws so far as applicable to any of the foregoing, the Introduction and/or the listing of the Shares on the SEHK (unless any such requirement has been waived or exempted by the relevant Governmental Authority) and (B) all such information as investors and their professional advisors would reasonably require, and reasonably expect to find therein, for the purpose of making an informed assessment of the business, condition (financial or other), financial position, profits and losses, and prospects of the Company and other members of the Group, taken as a whole, and the rights attaching to the Shares.
Appears in 1 contract
Sources: Sponsors Agreement
ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All material information supplied or disclosed or made available in writing or orally and used as the basis of information contained in the Listing Documentation Hong Kong Public Offering Documents and the Preferential Offering Documents, including without limitation, the Verification Notes and the answers and documents referred to therein (and any new or additional information serving to update or amend the Verification Notes supplied or disclosed in writing prior to the date of this Agreement) and the Profit and Cashflow Forecast Memorandum, by the Trustee-Manager, the Company or on behalf of the Company, any other member of the Group, and/or any of Group or their respective directors, officers, directors or to the Company's knowledge, employees, Affiliates or agents, to the Joint Sponsors, the Reporting AccountantJoint Global Coordinators, the Industry Consultant and Underwriters, the Reporting Accountants, the internal controls consultant, the environmental consultant or the legal advisers to the Joint Sponsors Hong Kong Underwriters for the purposes of the Introduction was when given and, except as disclosed in Hong Kong Public Offering or the Listing Documentation, remains complete, Preferential Offering is true and accurate in all material aspects respects and not misleading with no in any material omissions, respect and all forecasts (including the profit forecast) and estimates so supplied or disclosed or made available have been made after due, due and careful and proper consideration and, where appropriateconsideration, are based on assumptions referred to in the Listing Documentation Hong Kong Public Offering Documents, the Preferential Offering Documents and/or the relevant documents setting out such forecasts or estimates (to the extent there are any) and represent reasonable and fair expectations truly and honestly held based on facts known to such persons (or any of them).
1.2 All statements of material fact contained in the Hong Kong Public Offering Documents and the Preferential Offering Documents are and will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) be true and accurate in all material respects and not misleading in any material respect (in light of the circumstances under which they are made) and there are no facts known or which on reasonable enquiry could have been known to the Trustee-Manager, the Company, any other member of the Group, Group and/or the Directors which are not disclosed in the Hong Kong Public Offering Documents and the Preferential Offering Documents the omission of which would make any of their respective directors, and officers statement therein misleading in any material respect or to which in the knowledge circumstances of the Company, Affiliates.
(A) The Listing Document to be filed pursuant to Listing Rules will comply when so filed in all Hong Kong Public Offering are material respects with the Listing Rules and the rules and regulations of the Listing Committee; and (B) The Listing Document will not contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; for disclosure therein provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the information relating to any of the Joint Sponsors and Dealers furnished in writing to the Trustee-Manager and the Company in writing by such Joint Sponsors and Dealers or on behalf of a Hong Kong Underwriter expressly for use therein (the "Information Furnished"), it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name and/or address of such Joint Sponsor and Dealer.
1.3 therein. All statements or expressions of opinion or intention in therein are and will (at the Listing Documentation, at Prospectus Date and as of the date of this Agreement and at all other times when the warranties Warranties are repeated pursuant to this Agreement, ) be made on reasonable grounds and are and will remain fairly made in good faith on reasonable grounds or, where appropriate, based on reasonable assumptions, (at the Prospectus Date and such grounds or assumptions the other times when the Warranties are repeated pursuant to this Agreement) be truly and honestly held by the Directors and are and will remain (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) be fairly held in good faith by the Company and its Directors based and there are or and will be no other facts known or which could, upon due and careful inquiry, could on reasonable inquiry have been known to the Company and its Directors, Directors the omission of which would make any such statement or expression misleadingmisleading in any material respect or which will or would likely be material in the context of the Hong Kong Public Offering. The Hong Kong Public Offering Documents and the Preferential Offering Documents conform to the requirements of the Companies Ordinance and the Listing Rules so far as applicable and except for any part thereof in respect of which a waiver or exemption has been granted.
1.4 The Company has not distributed and, prior to 1.3 All forecasts and estimates contained in the Listing Hong Kong Public Offering Documents and the Preferential Offering Documents are and will (at the Prospectus Date and the completion other times when the Warranties are repeated pursuant to this Agreement) be made after due and proper consideration, are and will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) be based on assumptions referred to in the Hong Kong Public Offering Documents and the Preferential Offering Documents in which such forecasts and estimates are contained, and represent reasonable and fair expectations honestly held based on facts known to the Trustee-Manager, the Company, any other member of the Introduction Group and/or the Directors and there are and will not distribute any listing (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) be no other material in connection with the Introduction assumptions on which such forecasts or estimates are based other than the Listing Documentation and other document, announcement, publication, press release or other materials assumptions referred to in compliance with Applicable Law or by any Governmental Authority to which the Company is subject or submits, wherever situated, including, without limitation, the Hong Kong Stock Exchange Public Offering Documents and the Preferential Offering Documents in which such forecasts or estimates are contained or on which such forecasts or estimates ought reasonably to have been based which have not been made. In particular, but without limitation:
(a) the SFC or statements relating to working capital contained in the NYSE or Hong Kong Prospectus in the SEC or section headed “Financial Information” represent the Monetary Authority.
1.5 Without prejudice to any true and honest belief of the other warranties:Directors arrived at after due and careful consideration and enquiry;
1.5.1 (b) the material statements relating to the distribution policy of the Trust and the Company contained in the Hong Kong Prospectus under the section headed “Distributions” represent the current intention of the Directors arrived at after due and careful consideration and enquiry and there are currently no material capital commitments of the Group which have not been disclosed in the Hong Kong Prospectus;
(c) the statements contained in the Listing Documentation Hong Kong Prospectus under the section headed “Business – Business Strategies” represent the true and honest belief of the Directors arrived at after due and careful consideration and enquiry;
(d) the statements contained in the Hong Kong Prospectus relating to the Group's ’s indebtedness as at close of business on April 30, 2022 30 November 2013 are complete, true and accurate in all material respects and all material developments in relation to the Company's Group’s indebtedness have been disclosed;
1.5.2 (e) the statements relating to the Group's ’s liquidity and capital resources contained in the Listing Documentation Hong Kong Prospectus in the section headed "“Financial Information" are completeInformation – Liquidity, true Capital Resources and accurate;
1.5.3 the statements relating to the Group's repurchase program contained in the Listing Documentation in the section headed "Share Capital" Capital Management” are true and accurate in all material respects;
1.5.4 to the knowledge of the Company, (f) the interests of the Directors in the share capital of the Company Share Stapled Units and in contracts with the Company and any other member members of the Trust Group are fully fairly and accurately disclosed as required by the applicable Laws in the Listing DocumentationHong Kong Prospectus;
1.5.5 all statistical or operation information disclosed in (g) the Listing Documentation that were provided by the Company, including without limitation the Company's number of premium or premium-plus customers and average revenue per customer by customer category, has been derived from the records of the Group using systems and procedures which incorporate adequate safeguards to ensure that the information is accurate and complete and presents fairly the information shown therein. Statistical and market- related data, including without limitation statements relating to the rankings and market positions of the Company, penetration rate and market size, contained in the Listing Documentation as having come from a source other than Hong Kong Prospectus under the Company section headed “Risk Factors” are based on or derived from sources (whether or not publicly available), which accurate in all material respects and represent the true and honest belief of the Directors have a reasonable basis for believing that arrived at after due and careful consideration; and
(h) the information based thereon or derived therefrom is reliable statements set forth in the Hong Kong Prospectus under the section headed “Scheme of Control and accurate Regulatory Overview” insofar as they purport to describe the provisions of the key laws, rules and present fairly such sources, and the Company has obtained the written consent regulations applicable to the use of such data from such sources Group referred to the extent required.
1.6 All information disclosed or made available (or which ought reasonably to have been disclosed or made available, including, without limitation, as necessary or relevant to the performance by the Joint Sponsors of their obligations as sponsors under the Listing Rules) in writing or orally from time to time by or on behalf of the Company or any of its Affiliates or any director, officer, employee or agent of the Company or any of its Affiliates to the SEHK, the SFC, the Joint Sponsors, the Reporting Accountants, the Internal Control Consultant, the Industry Consultant and the legal advisers to the Company or the Joint Sponsors, for the purposes of the Introduction and/or the listing of the Shares on the SEHK (including, without limitation, for the purposes of replying to queries raised by the SEHK and/or the SFC) was so disclosed or made available in full and in good faith and, except as subsequently disclosed in the Listing Documentation or notified to the SEHK and/or the SFC, as applicable, was and remains complete, therein are true and accurate in all material aspects respects.
1.4 All the interests of each of the Directors in the Share Stapled Units or the securities in any associated corporation (within the meaning of the SFO) which will be required to be notified to the Trustee-Manager, the Company and the Hong Kong Stock Exchange pursuant to Part XV of the SFO, or which will be required pursuant to Part XV of the SFO to be entered in the register referred to therein, or which will be required to be notified to the Trustee-Manager, the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules, in each case once the Share Stapled Units are listed, are fully and accurately disclosed in the Hong Kong Prospectus.
1.5 All material contracts or documents to which any member of the Group is a party which are required to be described in the Hong Kong Prospectus or filed with the Hong Kong Registrar of Companies will be so described and filed.
1.6 No material information was withheld from the Reporting Accountants for the purposes of their preparation of their report contained in Appendix I to the Hong Kong Prospectus and all information given to the Reporting Accountants for such purposes was given in good faith and, to the best of the knowledge, information and belief of the Directors after due and careful consideration, the factual contents of such report are true and accurate in all material respects and no material fact or matter has been omitted.
1.7 No material information was withheld from the internal controls consultant and the environmental consultant for the purposes of their preparation of their respective reports and all information given to them for such purposes was given in good faith and, to the best of the knowledge, information and belief of the Directors after due and careful consideration, the factual contents of such reports are true and accurate in all material respects and no material fact or matter has been omitted.
1.8 In respect of the connected transactions (as defined under the Listing Rules) of the Group (the Connected Transactions):
(a) the statements of fact contained in the Hong Kong Prospectus relating to the Connected Transactions are true and accurate in all material respects and there are no other facts known the omission of which would make any such statements misleading in any material respect, and there are no other Connected Transactions which have not misleadingbeen disclosed in the Hong Kong Prospectus which are or were required to be so disclosed under the Listing Rules;
(b) all information (including, but not limited to, historical figures) and documentation provided by the Trustee-Manager and the Company to the Joint Sponsors are true and accurate and complete in all material respects and there is no other information or document which has have not been provided the result of which would make the information and documents so received misleading.misleading in any material respect;
1.7 All public notices(c) the transactions mentioned in the section headed “Connected Transactions – Non- exempt Continuing Connected Transactions” in the Hong Kong Prospectus have been entered into and will be carried out in the ordinary and usual course of business, announcements on normal commercial terms and advertisements are fair and reasonable and in connection with the Introduction and all filings and submissions provided by or on behalf interests of the Company or any of its Affiliates to the SEHK and/or the SFC in connection with the Introduction have complied or will comply with all applicable Laws.
1.8 None of the Directors has revoked or withdrawn the authority and confirmations in the responsibility letterTrust, statement of interests and power of attorney issued by him to the Company and the Joint Sponsorsholders of Share Stapled Units as a whole and the Directors, including the independent non-executive Directors, in coming to their view have made, as they reasonably consider, due and careful inquiries and investigations of such authority transactions;
(d) the Trustee-Manager and confirmations remain in full force the Company have complied with and effect.
1.9 The Listing Document contains or includes (A) all material information and particulars required undertake to continue to comply with the Listing Rules and all other Laws so far as applicable to any terms of the foregoing, Connected Transactions disclosed in the Introduction and/or Hong Kong Prospectus so long as the listing agreements relating thereto are in effect and shall inform the Joint Sponsors should there be any breach of any such terms before the Listing Date; and
(e) each of the Shares on Connected Transactions as disclosed in the SEHK (unless any such requirement has been waived or exempted by Hong Kong Prospectus constitutes a legal, valid and binding agreement for the relevant Governmental Authority) and (B) all such information as investors and their professional advisors would reasonably require, and reasonably expect to find therein, for the purpose of making an informed assessment of the business, condition (financial or other), financial position, profits and losses, and prospects of the Company and other members member of the Group, taken as a whole, and the rights attaching to the Shares.
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement
ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All material information supplied or disclosed or made available in writing or orally and used as the basis of information contained in the Listing Documentation Hong Kong Offering Documents, including without limitation, the Verification Notes and the answers and documents referred to therein (and any new or additional information serving to update or amend the Verification Notes supplied or disclosed in writing prior to the date of this Agreement) by the Company or on behalf of the Company, any other member of the Group, and/or any of Group or their respective directors, officers, directors or to the Company's knowledge, employees, Affiliates or agents, to the Joint Sponsors, the Reporting AccountantAccountants, the Industry Consultant Aircel Reporting Accountants or the legal and legal other professional advisers to the Joint Sponsors Hong Kong Underwriters for the purposes of the Introduction was when given and, except as disclosed in the Listing Documentation, remains complete, Hong Kong Public Offering is true and accurate in all material aspects respects and not misleading with no in any material omissions, respect and all forecasts and estimates so supplied or disclosed or made available have been made after due, due and careful and proper consideration and, where appropriateconsideration, are based on assumptions referred to in the Listing Documentation Hong Kong Offering Documents (to the extent there are any) and represent reasonable and fair expectations honestly held based on facts known to such persons (or any of them).
1.2 All statements of material fact contained in the Hong Kong Offering Documents and the Preferential Offering Documents are and will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) be true and accurate in all material respects and not misleading in any material respect (in light of the circumstances under which they are made) and there are no facts known or which on reasonable enquiry could have been known to the Company, any other member of the Group and/or the Directors of them which are not disclosed in the Hong Kong Offering Documents and the Preferential Offering Documents the omission of which would make any statement therein misleading in any material respect or which in the circumstances of the Hong Kong Public Offering are material for disclosure therein provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of a Hong Kong Underwriter expressly for use therein. All expressions of opinion or intention therein are and will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) be made on reasonable grounds and are and will be truly and honestly held by the Directors and are and will be fairly based and there are and will be no other facts known or which could on reasonable inquiry have been known to the Directors the omission of which would make any such statement or expression misleading in any material respect or which will or would likely be material in the context of the Hong Kong Public Offering. The Hong Kong Offering Documents and the Preferential Offering Documents conform to the requirements of the Companies Ordinance and the Listing Rules so far as applicable.
1.3 All forecasts and estimates contained in the Hong Kong Offering Documents and the Preferential Offering Documents are and will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) be made after due and proper consideration, are and will be based on assumptions referred to in the Hong Kong Offering Documents and the Preferential Offering Documents in which such forecasts and estimates are contained, and represent reasonable and fair expectations honestly held based on facts known to the Company, any other member of the Group, Group and/or any of their respective directors, and officers or to the knowledge of the Company, Affiliates.
(A) The Listing Document to be filed pursuant to Listing Rules will comply when so filed in all material respects with the Listing Rules and the rules and regulations of the Listing Committee; and (B) The Listing Document will not contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the information relating to any of the Joint Sponsors and Dealers furnished to the Company in writing by such Joint Sponsors and Dealers expressly for use therein (the "Information Furnished"), it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name and/or address of such Joint Sponsor and Dealer.
1.3 All statements or expressions of opinion or intention in the Listing Documentation, at and as of the date of this Agreement and at all other times when the warranties are repeated pursuant to this Agreement, are and will remain fairly made in good faith on reasonable grounds or, where appropriate, based on reasonable assumptions, and such grounds or assumptions are and will remain fairly held in good faith by the Company and its Directors and there are or and will be no other facts known material assumptions on which such forecasts or estimates are based other than the assumptions referred to in the Hong Kong Offering Documents and the Preferential Offering Documents in which could, upon such forecasts or estimates are contained or on which such forecasts or estimates ought reasonably to have been based which have not been made. In particular (but without limitation):
(a) the statements relating to working capital contained in the Hong Kong Prospectus under the heading "Financial Information" represent the true and honest belief of the Directors arrived at after due and careful inquiry, have been known consideration and enquiry;
(b) the material statements relating to the Company and its Directors, the omission of which would make any such statement or expression misleading.
1.4 The Company has not distributed and, prior to the Listing Date and the completion of the Introduction will not distribute any listing material dividend policy contained in connection with the Introduction other than the Listing Documentation and other document, announcement, publication, press release or other materials in compliance with Applicable Law or by any Governmental Authority to which the Company is subject or submits, wherever situated, including, without limitation, the Hong Kong Stock Exchange or Prospectus under the SFC or heading "Financial Information - Dividend Policy" represent the NYSE or the SEC or the Monetary Authority.
1.5 Without prejudice to any true and honest belief of the other warranties:Directors arrived at after due and careful consideration and enquiry and there are currently no material capital commitments of the Company which have not been disclosed in the Hong Kong Prospectus;
1.5.1 (c) the statements contained in the Listing Documentation Hong Kong Prospectus under the heading "Future Plans and Prospects" represent the true and honest belief of the Directors arrived at after due and careful consideration and enquiry;
(d) the statements contained in the Hong Kong Prospectus relating to the Group's indebtedness as at close of business on April 30, 2022 31 August 2004 are complete, true and accurate in all material respects and all material developments in relation to the Company's indebtedness have been disclosed;
1.5.2 (e) the statements relating to the Group's liquidity and capital resources contained in the Listing Documentation in Hong Kong Prospectus under the section headed heading "Financial Information" are complete, true and accurate;
1.5.3 the statements relating to the Group's repurchase program contained in the Listing Documentation in the section headed "Share Capital" are true and accurate in all material respects;
1.5.4 to the knowledge of the Company, (f) the interests of the Directors in the share capital of the Company and in contracts with the Company and any other member members of the Group are fully fairly and accurately disclosed as required by the applicable Laws in the Listing DocumentationHong Kong Prospectus;
1.5.5 all statistical or operation information disclosed in (g) the Listing Documentation that were provided by the Company, including without limitation the Company's number of premium or premium-plus customers and average revenue per customer by customer category, has been derived from the records of the Group using systems and procedures which incorporate adequate safeguards to ensure that the information is accurate and complete and presents fairly the information shown therein. Statistical and market- related data, including without limitation statements relating to the rankings and market positions of the Company, penetration rate and market size, contained in the Listing Documentation as having come from a source other than Hong Kong Prospectus under the Company headings "Risk Factors" are based on or derived from sources (whether or not publicly available), which accurate and represent the true and honest belief of the Directors have a reasonable basis for believing that arrived at after due and careful consideration; and
(h) the information based thereon or derived therefrom is reliable and accurate and present fairly such sources, and statements set forth in the Company has obtained the written consent to the use of such data from such sources to the extent required.
1.6 All information disclosed or made available (or which ought reasonably to have been disclosed or made available, including, without limitation, as necessary or relevant to the performance by the Joint Sponsors of their obligations as sponsors Hong Kong Prospectus under the Listing Rules) in writing or orally from time to time by or on behalf heading "Share Capital" and "Summary of the Constitution of the Company or any of its Affiliates or any directorand Cayman Islands Companies Laws", officer, employee or agent insofar as they purport to constitute a summary of the Company or any of its Affiliates to the SEHK, the SFC, the Joint Sponsors, the Reporting Accountants, the Internal Control Consultant, the Industry Consultant and the legal advisers to the Company or the Joint Sponsors, for the purposes terms of the Introduction and/or Shares, and under the listing heading "Regulation", insofar as they purport to describe the provisions of the Shares on the SEHK (includinglaws and documents referred to therein, without limitation, for the purposes of replying to queries raised by the SEHK and/or the SFC) was so disclosed or made available in full and in good faith and, except as subsequently disclosed in the Listing Documentation or notified to the SEHK and/or the SFC, as applicable, was and remains complete, are true and accurate in all material aspects respects.
1.4 All the interests of each of the Directors in the securities of the Company or any associated corporation (within the meaning of the SFO) which will be required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Part XV of the SFO, or which will be required pursuant to Part XV of the SFO to be entered in the register referred to therein, or which will be required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules, in each case once the Shares are listed, are fully and accurately disclosed in the Hong Kong Prospectus.
1.5 All material contracts or documents to which any member of the Group is a party which are required to be described in the Hong Kong Prospectus or filed with the Hong Kong Prospectus with the Hong Kong Registrar of Companies will be so described and filed.
1.6 No material information was withheld from the Reporting Accountants for the purposes of their preparation of their reports contained in Appendix I to the Hong Kong Prospectus and all information given to the Reporting Accountants for such purposes was given in good faith and, to the best of the knowledge, information and belief of the Directors after due and careful consideration, the factual contents of such report are true and accurate in all material respects and no material fact or matter has been omitted.
1.7 No material information was withheld from the Aircel Reporting Accountants for the purposes of their preparation of their reports contained in Appendix IV to the Hong Kong Prospectus and all information given to the Aircel Reporting Accountants for such purposes was given in good faith and, to the best of the knowledge, information and belief of the Directors after due and careful consideration, the factual contents of such report are true and accurate in all material respects and no material fact or matter has been omitted.
1.8 In respect of the connected transactions (as defined under the Listing Rules) of the Group (the Connected Transactions):
(a) the statements of fact contained in the Hong Kong Prospectus relating to the Connected Transactions are true and accurate in all material respects and there are no other facts known the omission of which would make any such statements misleading in any material respect, and there are no other Connected Transactions which have not misleading, been disclosed in the Hong Kong Prospectus which are or were required to be so disclosed;
(b) all information (including but not limited to historical figures) and documentation provided by the Company to ▇▇▇▇▇▇▇ ▇▇▇▇▇ are true and accurate and complete in all material respects and there is no other information or document which has have not been provided the result of which would make the information and documents so received misleading.misleading in any material respect;
1.7 All public notices(c) the transactions mentioned in the section "Connected Transactions - Option Arrangements - Options exercisable at the discretion of third parties", announcements "Connected Transactions - Connected Transactions Exempt From Independent Shareholders' Approval Requirements" and advertisements "Connected Transactions - Connected Transactions Requiring Independent Shareholders' Approval" in connection with the Introduction Hong Kong Prospectus have been entered into and all filings will be carried out in the ordinary course of business, on normal commercial terms and submissions provided by or on behalf are fair and reasonable so far as the shareholders of the Company or any are concerned and the Directors, including the independent non-executive Directors, in coming to their view have made, as they reasonably consider, due and careful inquiries and investigations of its Affiliates to the SEHK and/or the SFC in connection with the Introduction have complied or will comply with all applicable Laws.such transactions;
1.8 None of the Directors has revoked or withdrawn the authority and confirmations in the responsibility letter, statement of interests and power of attorney issued by him to (d) the Company has complied with and the Joint Sponsors, and such authority and confirmations remain in full force and effect.
1.9 The Listing Document contains or includes (A) all material information and particulars required undertakes to continue to comply with the Listing Rules and all other Laws so far as applicable to any terms of the foregoing, Connected Transactions disclosed in the Introduction and/or Hong Kong Prospectus so long as the listing agreement relating thereto is in effect and shall inform the Global Co-ordinator should there by any breach of any such terms before the Listing Date; and
(e) each of the Shares on Connected Transactions as disclosed in the SEHK (unless any such requirement has been waived or exempted by Hong Kong Prospectus constitutes a legal, valid and binding agreement for the relevant Governmental Authority) and (B) all such information as investors and their professional advisors would reasonably require, and reasonably expect to find therein, for the purpose of making an informed assessment of the business, condition (financial or other), financial position, profits and losses, and prospects of the Company and other members member of the Group, taken as a whole, and the rights attaching to the Shares.
Appears in 1 contract
Sources: Underwriting Agreement (Hutchison Telecommunications International LTD)
ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All information supplied or disclosed or made available in writing or orally and used as the basis of information contained in the Listing Documentation, the Application Proof and the Profit and Working Capital Forecast Memorandum, including without limitation, the Verification Notes and the answers and documents referred to therein (and any new or additional information serving to update or amend the Verification Notes supplied or disclosed in writing prior to the date of this Agreement) by the Company or any other member of the Group or their respective directors or employees to the Reporting Accountants, the Internal Control Consultant, the Sole Sponsor or the legal advisers to the Sole Sponsor for the purposes of the Transfer of Listing is true and accurate in all material respects and not misleading.
1.2 All statements and information contained in the Listing Documentation by are and will (at the Listing Document Date and the other times when the Warranties are repeated pursuant to this Agreement) be true and accurate in all material respects and not misleading (in light of the circumstances under which they are made) and there are no material facts known or which on behalf of reasonable enquiry could have been known to the Company, any other member of the Group, Group and/or any of their respective directors, officers, or to the Company's knowledge, employees, Affiliates or agents, to the Joint Sponsors, the Reporting Accountant, the Industry Consultant directors and legal advisers to the Joint Sponsors for the purposes of the Introduction was when given and, except as officers which are not disclosed in the Listing Documentation, remains complete, true the omission of which would make any statement therein misleading or which in the circumstances of the Transfer of Listing are material for disclosure therein. All expressions of opinion or intention therein are and accurate in all material aspects will (at the Listing Document Date and not misleading with the other times when the Warranties are repeated pursuant to this Agreement) be made on reasonable grounds and are and will (at the Listing Document Date and the other times when the Warranties are repeated pursuant to this Agreement) be truly and honestly held by the Directors and are and will (at the Listing Document Date and the other times when the Warranties are repeated pursuant to this Agreement) be fairly based and there are and will be no material omissions, and all forecasts and estimates so disclosed other facts known or made available which could on reasonable inquiry have been known to the Directors the omission of which would make any such statement or expression misleading or which will or would be material in the context of the Transfer of Listing. The Listing Documentation conform to the requirements of Applicable Laws, the Main Board Listing Rules and the GEM Listing Rules so far as applicable and except for any part thereof in respect of which a waiver or exemption has been granted.
1.3 All forecasts, estimates and forward-looking statements contained in the Listing Documentation are and will (at the Listing Document Date and the other times when the Warranties are repeated pursuant to this Agreement) be made after due, careful due and proper consideration and, where appropriateconsideration, are and will (at the Listing Document Date and the other times when the Warranties are repeated pursuant to this Agreement) be based on the principal assumptions referred to in the Listing Documentation (to the extent there in which such forecasts, estimates and forward-looking statements are any) contained, and represent reasonable and fair expectations truly and honestly held based on facts known to the Company, any other member of the Group, Group and/or any of their respective directors, directors and officers or to and there are and will (at the knowledge of the Company, Affiliates.
(A) The Listing Document to be filed pursuant to Listing Rules will comply when so filed in all material respects with the Listing Rules Date and the rules and regulations of the Listing Committee; and (B) The Listing Document will not contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the information relating to any of the Joint Sponsors and Dealers furnished to the Company in writing by such Joint Sponsors and Dealers expressly for use therein (the "Information Furnished"), it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name and/or address of such Joint Sponsor and Dealer.
1.3 All statements or expressions of opinion or intention in the Listing Documentation, at and as of the date of this Agreement and at all other times when the warranties Warranties are repeated pursuant to this Agreement, are and will remain fairly made in good faith on reasonable grounds or, where appropriate, based on reasonable assumptions, and such grounds or assumptions are and will remain fairly held in good faith by the Company and its Directors and there are or will ) be no other facts known material assumptions on which such forecasts, estimates or forward-looking statements are based other than the principal assumptions referred to in the Listing Documentation in which couldsuch forecasts or estimates are contained or on which such forecasts, upon estimates or forward-looking statements ought reasonably to have been based which have not been made. In particular:
(a) the statements relating to working capital, recent development and no material adverse change contained in the Listing Document in the sections headed “Financial Information for our Group” and “Summary” respectively represent the true and honest belief of the Directors arrived at after due and careful inquiry, have been known to consideration and enquiry;
(b) the Company and its Directors, statements contained in the omission of which would make any such statement or expression misleading.
1.4 The Company has not distributed and, prior to section headed “Business – Our Business Strategies” in the Listing Date Document represent the true and the completion honest belief of the Introduction will not distribute any listing material Directors arrived at after due and careful consideration and enquiry;
(c) the statements contained in connection with the Introduction other than section headed “Business” in the Listing Documentation Document regarding the Group’s shoe factory and other documentLaibin Ningjuli Footwear Company Limited are true and accurate in all material respects and where expressions of opinion are included, announcement, publication, press release or other materials in compliance with Applicable Law or by any Governmental Authority to which such opinions represent the Company is subject or submits, wherever situated, including, without limitation, the Hong Kong Stock Exchange or the SFC or the NYSE or the SEC or the Monetary Authority.
1.5 Without prejudice to any true and honest belief of the other warranties:Directors arrived at after due and careful consideration and enquiry;
1.5.1 (d) the statements contained in the Listing Documentation Document relating to the Group's indebtedness of the Group as at close of business on 30 April 30, 2022 2023 are complete, true and accurate in all material respects and all material developments in relation to the Company's Group’s indebtedness have been disclosed;
1.5.2 (e) the statements relating to the Group's ’s and the ▇▇▇▇▇ Group’s liquidity and capital resources contained in the Listing Documentation in sections headed “Financial Information for our Group – Liquidity and Capital Resources” and “Financial Information for the section headed "Financial Information" are complete, true ▇▇▇▇▇ Group – Liquidity and accurate;
1.5.3 the statements relating to the Group's repurchase program contained Capital Resources” in the Listing Documentation in the section headed "Share Capital" Document respectively, are true and accurate in all material respects;; and
1.5.4 to (f) the knowledge of the Company, the interests of the Directors in the share capital of the Company and in contracts with the Company and any other member of the Group are fully and accurately disclosed as required by the applicable Laws in the Listing Documentation;
1.5.5 all statistical or operation information disclosed in the Listing Documentation that were provided by the Company, including without limitation the Company's number of premium or premium-plus customers and average revenue per customer by customer category, has been derived from the records of the Group using systems and procedures which incorporate adequate safeguards to ensure that the information is accurate and complete and presents fairly the information shown therein. Statistical and market- related data, including without limitation statements relating to the rankings and market positions of the Company, penetration rate and market size, contained in the Listing Documentation as having come from a source other than the Company are based on or derived from sources (whether or not publicly available), which the Directors have a reasonable basis for believing that the information based thereon or derived therefrom is reliable and accurate and present fairly such sources, and the Company has obtained the written consent to the use of such data from such sources to the extent required.
1.6 All information disclosed or made available (or which ought reasonably to have been disclosed or made available, including, without limitation, as necessary or relevant to the performance by the Joint Sponsors of their obligations as sponsors under the Listing Rules) in writing or orally from time to time by or on behalf of the Company or any of its Affiliates or any director, officer, employee or agent of the Company or any of its Affiliates to the SEHK, the SFC, the Joint Sponsors, the Reporting Accountants, the Internal Control Consultant, the Industry Consultant and the legal advisers to the Company or the Joint Sponsors, for the purposes of the Introduction and/or the listing of the Shares on the SEHK (including, without limitation, for the purposes of replying to queries raised by the SEHK and/or the SFC) was so disclosed or made available in full and in good faith and, except as subsequently disclosed Document in the Listing Documentation or notified to the SEHK and/or the SFC, as applicable, was and remains complete, section headed “Risk Factors” are true and accurate in all material aspects respects and not misleading, represent the true and there is no other information which has not been provided the result of which would make the information so received misleading.
1.7 All public notices, announcements and advertisements in connection with the Introduction and all filings and submissions provided by or on behalf of the Company or any of its Affiliates to the SEHK and/or the SFC in connection with the Introduction have complied or will comply with all applicable Laws.
1.8 None honest belief of the Directors has revoked arrived at after due and careful consideration.
1.4 In respect of clear delineation of the business of the Group and that of the LN Group:
(a) the Group and LN Group have different business strategies and operate in different segments. The business activities of the companies in which the Controlling Shareholders have direct interests (other than the Group) (including but not limited to the LN Group) are clearly delineated from and are not directly or withdrawn indirectly in competition with those carried on by the authority Group; and
(b) the Company is capable, and confirmations following the Transfer of Listing, will be capable, of carrying on its business independently of the Controlling Shareholders and the relationship and arrangements set out in the responsibility lettersection headed “Relationship with our Controlling Shareholders and ▇▇ ▇▇▇▇ Co – Independence from Controlling Shareholders” in the Listing Document are true and accurate in all material respects.
1.5 In respect of financial independence of the Company:
(a) the Group is able to operate financially independently from the Controlling Shareholders and any of their respective close associates;
(b) the Group has an independent financial system and makes financial decisions according to its own business needs;
(c) the Group has sufficient capital to operate its business independently, statement and has adequate internal resources to support its day-to-day operations;
(d) the Group has been and is capable of interests obtaining equity and power of attorney issued by him debt financing from third parties; and
(e) save as disclosed in the Listing Document, the Controlling Shareholders and their respective close associates did not provide any financial assistance to the Company and the Joint Sponsors, and such authority and confirmations remain in full force and effectGroup.
1.9 The Listing Document contains or includes 1.6 In respect of operational independence of the Company:
(Aa) all material information the Group is not operationally dependent on the Controlling Shareholders and particulars required their respective close associates;
(b) the Group has established its own organisational structure comprising individual departments, each with specific areas and responsibilities;
(c) the Group has established a set of internal control mechanisms to comply facilitate the effective operations of its business;
(d) the Group has sufficient capital, facilities, equipment and employees to operate its business independently;
(e) the Group has its own operational and administrative resources and does not share such resources with the Listing Rules and all other Laws so far as applicable to any of the foregoing, Controlling Shareholders or companies controlled by any of them; and
(f) the Introduction and/or the listing of the Shares on the SEHK (unless any such requirement has been waived or exempted by Group holds all the relevant Governmental Authority) licences, owns all the relevant intellectual properties and (B) has obtained all such information authorisation to use all the tradenames, in each case necessary for it to carry on its business as investors and their professional advisors would reasonably require, and reasonably expect to find therein, for described in the purpose of making an informed assessment of the business, condition (financial or other), financial position, profits and losses, and prospects of the Company and other members of the Group, taken as a whole, and the rights attaching to the SharesListing Document.
Appears in 1 contract
Sources: Sponsor's Agreement
ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All information disclosed or made available in writing or orally and used as the basis of information contained in the Listing Documentation by or on behalf of the Company, any other member of the Group, and/or any of their respective directors, officers, or to the Company's knowledge, employees, Affiliates or agents, to the Joint Sponsors, the Reporting Accountant, the Industry Consultant and legal advisers to the Joint Sponsors for the purposes of the Introduction was when given and, except as disclosed in the Listing Documentation, remains complete, true and accurate in all material aspects and not misleading with no material omissions, and all forecasts and estimates so disclosed or made available have been made after due, careful and proper consideration and, where appropriate, are based on assumptions referred to in the Listing Documentation (to the extent there are any) and represent reasonable and fair expectations truly and honestly held based on facts known to the Company, any other member of the Group, and/or any of their respective directors, and officers or to the knowledge of the Company, Affiliates.
(Aa) The Listing Document to be filed issued pursuant to the Listing Rules will comply when so filed issued in all material respects with the Listing Rules and the rules and regulations of the Listing Committee; (b) all statements of fact contained in the Listing Document (as of the Listing Document Date and the other times when the Warranties are repeated) are or will be true and accurate in all material respects and not misleading, and (Bc) The the Listing Document does not and will not contain include any untrue statement of a material fact, fact or omit to state a any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the information relating to any of the Joint Sponsors and Dealers Sponsor or Dealer furnished to the Company in writing by such Joint Sponsors and Dealers Sponsor or Dealer expressly for use therein (the "“Information Furnished"”), ; it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name and/or name, logo and address of such Joint Sponsor and or Dealer.
1.3 All 1.2. The Company has filed with the SEC an automatic shelf registration statement on Form F-3 (such registration statement, together with any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B, the “Registration Statement”) registering the offer and sale from time to time pursuant to Rule 415 under the rules and regulations of the SEC, which registration statement shall become effective immediately upon its filing; no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company has been initiated or, to the best knowledge of the Company, threatened by the SEC as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus (as defined below) and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or expressions of opinion or intention omissions made in reliance upon and in conformity with the Information Furnished expressly for use in the Listing DocumentationRegistration Statement and the Prospectus and any amendment or supplement thereto; as used herein, at the base prospectus filed as part of the Registration Statement, in the form in which it was filed with the SEC, is hereinafter called the “Base Prospectus,” and the Base Prospectus, as supplemented by the Prospectus Supplement, is hereinafter called the “Prospectus.” As used herein, the terms “Registration Statement,” “Base Prospectus,” “Prospectus Supplement,” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the relevant date.
1.3. The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, as of the date of this Agreement and as of the Listing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Information Furnished by the Joint Sponsors or the Dealers.
1.4. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and each Prospectus, at all other times when the warranties time they were or hereafter are repeated pursuant filed with or furnished to this Agreementthe SEC, are complied and will remain fairly made comply in good faith on reasonable grounds orall material respects with the requirements of the Exchange Act, where appropriateand, based on reasonable assumptionswhen read together with the other information in the Prospectus, and such grounds or assumptions are did not and will remain fairly held not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in good faith by light of the Company and its Directors and there are or will be no other facts known or circumstances under which couldthey were made, upon due and careful inquiry, have been known to the Company and its Directors, the omission of which would make any such statement or expression not misleading.
1.4 The Company has not distributed and, prior to the Listing Date and the completion of the Introduction will not distribute any listing material in connection with the Introduction other than the Listing Documentation and other document, announcement, publication, press release or other materials in compliance with Applicable Law or by any Governmental Authority to which the Company is subject or submits, wherever situated, including, without limitation, the Hong Kong Stock Exchange or the SFC or the NYSE or the SEC or the Monetary Authority.
1.5 Without prejudice to any of the other warranties:
1.5.1 the statements 1.5. Each forward-looking statement contained in the Listing Documentation relating to the Group's indebtedness as at close of business on April 30, 2022 are complete, true and accurate and all material developments in relation to the Company's indebtedness have been disclosed;
1.5.2 the statements relating to the Group's liquidity and capital resources contained in the Listing Documentation in the section headed "Financial Information" are complete, true and accurate;
1.5.3 the statements relating to the Group's repurchase program contained in the Listing Documentation in the section headed "Share Capital" are true and accurate in all material respects;
1.5.4 to the knowledge of the Company, the interests of the Directors in the share capital of the Company and in contracts with the Company and any other member of the Group are fully and accurately disclosed as required by the applicable Laws in the Listing Documentation;
1.5.5 all statistical or operation information disclosed in the Listing Documentation that were provided by the Company, including without limitation the Company's number of premium or premium-plus customers and average revenue per customer by customer category, has been derived from the records of the Group using systems and procedures which incorporate adequate safeguards to ensure that the information is accurate and complete and presents fairly the information shown therein. Statistical and market- related data, including without limitation statements relating to the rankings and market positions of the Company, penetration rate and market size, contained in the Listing Documentation as having come from a source other than the Company are based on made or derived from sources (whether or not publicly available), which the Directors have reaffirmed with a reasonable basis for believing that the information based thereon or derived therefrom is reliable and accurate and present fairly such sources, and the Company has obtained the written consent to the use of such data from such sources to the extent required.
1.6 All information disclosed or made available (or which ought reasonably to have been disclosed or made available, including, without limitation, as necessary or relevant to the performance by the Joint Sponsors of their obligations as sponsors under the Listing Rules) in writing or orally from time to time by or on behalf of the Company or any of its Affiliates or any director, officer, employee or agent of the Company or any of its Affiliates to the SEHK, the SFC, the Joint Sponsors, the Reporting Accountants, the Internal Control Consultant, the Industry Consultant and the legal advisers to the Company or the Joint Sponsors, for the purposes of the Introduction and/or the listing of the Shares on the SEHK (including, without limitation, for the purposes of replying to queries raised by the SEHK and/or the SFC) was so disclosed or made available in full and in good faith and, except as subsequently disclosed in the Listing Documentation or notified to the SEHK and/or the SFC, as applicable, was and remains complete, true and accurate in all material aspects and not misleading, and there is no other information which has not been provided the result of which would make the information so received misleadingfaith.
1.7 All public notices, announcements and advertisements in connection with the Introduction and all filings and submissions provided by or on behalf of the Company or any of its Affiliates to the SEHK and/or the SFC in connection with the Introduction have complied or will comply with all applicable Laws.
1.8 None of the Directors has revoked or withdrawn the authority and confirmations in the responsibility letter, statement of interests and power of attorney issued by him to the Company and the Joint Sponsors, and such authority and confirmations remain in full force and effect.
1.9 1.6. The Listing Document contains or includes (A) all material A)all information and particulars required to be contained or included therein to comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Listing Rules and all other Laws so far as applicable to any of the foregoing, the Introduction and/or the listing of the Shares on the SEHK (unless any such requirement has been waived or exempted by the relevant Governmental Authority) and (B) all such information as investors and their professional advisors would reasonably require, and reasonably expect to find therein, for the purpose of making an informed assessment of the business, condition (financial or other), financial position, profits and losses, and prospects of the Company and other members of the Group, taken as a whole, and the rights attaching to the Shares.Hong Kong Stock Exchange and
Appears in 1 contract
Sources: Sponsors Agreement