Common use of ACCURACY AND ADEQUACY OF INFORMATION Clause in Contracts

ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All information disclosed or made available from time to time (i) in writing, including the Verification Notes and the answers and documents referred to in that document, or (ii) orally and used as the basis of information contained in the Offering Documents by or on behalf of the Group Companies, or any of their respective directors, officers, employees or Affiliates, to the Appointees, the Reporting Accountants, any legal and other professional advisers to the Company or the Underwriters, the Stock Exchange, the SFC, the CSRC or the SEC for the purposes of the Share Offer of the Shares on the Stock Exchange (including for the purposes of making submissions or applications to, or replying to queries or comments raised by, the Stock Exchange, the SFC, the CSRC or the SEC), was: 1.1.1 when disclosed or made available, and remains, true and accurate in all material respects and not misleading and with no material omissions; and 1.1.2 disclosed or made available in good faith. 1.2 No material information has been knowingly withheld from the Appointees, the Reporting Accountants, any legal and other professional advisers to the Company or the Underwriters, the Stock Exchange, the SFC, the CSRC and/or the SEC. 1.3 None of the Offering Documents and the Formal Notice (A) contains any untrue statement of a material fact or (B) omits to state any material fact (i) necessary in order to make the statements made in those documents, in the light of the circumstances under which they were made, not misleading or (ii) which is material for disclosure in those documents. 1.4 All statements or expressions of opinion or intention in the Offering Documents, 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 remain fairly and honestly made in good faith on reasonable grounds or, where appropriate, based on reasonable assumptions, and such grounds or assumptions are and remain fairly and honestly held in good faith by the Company and its Directors. 1.5 Each forward-looking statement contained in the Offering Documents has been made or reaffirmed with a reasonable basis and in good faith.. 1.6 Without prejudice to any other Warranties: 1.6.1 the statements contained in the Hong Kong Prospectus in the section headed “Business, Reasons for the Share Offer and Use of Proceeds” represent the true and honest belief of the Directors arrived at after due, and proper consideration and enquiry; 1.6.2 the statements contained in the Hong Kong Prospectus relating to the Group’s indebtedness as at close of business on April 30, 2025 are complete, true and accurate and not misleading, and all material developments in relation to the Group’s indebtedness have been disclosed; 1.6.3 the statements relating to the Group’s solvency and capital adequacy incorporated by reference in the Hong Kong Prospectus in the section headed “Financial Information” are true and accurate and not misleading; 1.6.4 the statements disclosed or made available in writing or orally and used as the basis of information contained in the Hong Kong Prospectus relating to cybersecurity and data privacy matters in the sections headed "Risk Factors" and "Business, Reasons for the Share Offer and Use of Proceeds" are complete, true and accurate in all material respects and not misleading with no material omissions; 1.6.5 all operation information disclosed in the Offering Documents that were provided by the Company, including without limitation the Company's average MAU and number of paid enterprise customers, 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; and 1.6.6 the information in each submission or application to the Stock Exchange, the SFC, the CSRC and the SEC, and the reply to each question or comment raised by the Stock Exchange, the SFC, the CSRC or the SEC or question set out in the Verification Notes, given by or on behalf of the Company or the Directors was so given by a person having appropriate knowledge and duly authorised for such purpose and each such information or reply has been given in good faith and was, and remains, true and accurate and not misleading and contains all material information and particulars with regard to the subject matter with no material omission. 1.7 All public notices, announcements and advertisements in connection with the Share Offer and all filings and submissions provided by or on behalf of the Company or any of its Affiliates to the Stock Exchange, the SFC and/or the SEC have complied or will comply with all applicable Laws in all material respects. 1.8 Other than the Offering Documents, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not, without the prior written consent of the Overall Coordinators, prepared, made, used, authorised, approved or referred to any Supplemental Offering Material (in this paragraph, “Supplemental Offering Material” means any “written communication” (within the meaning of the Securities Act) prepared by or on behalf of the Company, or used or referred to by the Company, that constitutes an offer to sell or a solicitation of an offer to buy the Offer Shares that constitutes such written communication, other than the Offering Documents or amendments or supplements thereto).

Appears in 2 contracts

Sources: Hong Kong Underwriting Agreement (Kanzhun LTD), Hong Kong Underwriting Agreement

ACCURACY AND ADEQUACY OF INFORMATION. 1.1 The Recitals are complete, true and accurate in all material respects and not misleading in any material respect. All information disclosed or disclosed, will be disclosed, made available from time to time or will be made available in writing or orally and used as the basis of information contained in each of the Application Proof, the PHIP, the Hong Kong Prospectus, the Preliminary Offering Circular and the Final Offering Circular (itogether, the “Disclosure Documents”) in writingand the Formal Notice, including the Verification Notes and the answers and documents referred to in that documentdocument (and any new or additional information serving to update or amend the Verification Notes so disclosed or made available prior to the date of this Agreement), or (ii) orally and used as the basis of information contained in the Offering Documents by or on behalf of the Group CompaniesCompany, any other member of the Group, the Warranting Shareholders, or any of their respective directors, supervisors, officers, employees employees, Affiliates or Affiliatesagents, to the Appointees, the Reporting Accountants, the Industry Consultant, the Internal Control Consultant, any legal and other professional advisers to the Company or the Underwriters, the Stock Exchange, the SFC, the CSRC Exchange or the SEC SFC for the purposes of the Share Offer Global Offering and/or the listing of the Shares on the Stock Exchange (including for the purposes of making submissions or applications to, or replying to queries or comments raised by, the Stock Exchange, Exchange or the SFC, ) and the CSRC or information contained in the SEC)analyst presentation materials and the investor presentation materials, was: 1.1.1 when disclosed or made available, and remains, complete, true and accurate in all material respects and not misleading and with no material omissions, except as subsequently disclosed in each of the Disclosure Documents as requested by or otherwise notified to the Stock Exchange, the SFC and/or any relevant Authority, as applicable; and 1.1.2 when disclosed or made available, disclosed or made available in full and in good faith., 1.2 No material information has been knowingly withheld from the Appointees, the Reporting Accountants, the Industry Consultant, the Internal Control Consultant, any legal and other professional advisers to the Company or the Underwriters, the Stock Exchange, Exchange and/or the SFC, the CSRC and/or the SEC. 1.3 None of the Offering Disclosure Documents and the Formal Notice (A) contains any untrue statement of a material fact omits or (B) omits will omit to state any material fact (i) necessary in order to make the statements made in those documents, in the light of the circumstances under which they were made, not misleading or (ii) which is material for disclosure in those documents.light 1.4 All statements or expressions of opinion opinion, intention or intention expectation (including the statements regarding the sufficiency of working capital, future plans, use of proceeds, planned capital expenditure, critical accounting policies, indebtedness, prospects, dividends, material contracts and litigation, as applicable) contained in each of the Offering Documents, Disclosure Documents and the Formal Notice at and as of the date of this Agreement and at all other times when the warranties Warranties are deemed to be repeated pursuant to this Agreement, are and remain fairly will remain, in all material respects, fair and honestly honest made in good faith on reasonable grounds orand, where appropriate, based on reasonable assumptions, and such grounds or and assumptions are and will remain fairly and honestly held in good faith by the Company and its the Directors and there are and will be no other facts known or which could, upon due and careful enquiry, have been known to the Company, or the Directors, the omission of which would make any such expression misleading. 1.5 Each forward-looking statement All forecasts and estimates contained in each of Disclosure Documents and the Offering Documents has Formal Notice have been made or reaffirmed with a reasonable basis and in good faith.. 1.6 Without prejudice to any other Warranties: 1.6.1 the statements contained in the Hong Kong Prospectus in the section headed “Business, Reasons for the Share Offer and Use of Proceeds” represent the true and honest belief of the Directors arrived at after due, due and proper consideration and enquiry; 1.6.2 , and on the statements contained bases and assumptions referred to in the Hong Kong Prospectus relating those documents and represent reasonable and fair expectations honestly held based on facts known to the Group’s indebtedness as at close of business on April 30, 2025 are complete, true Company and accurate and not misleadingthe Directors, and all material developments in relation to the Group’s indebtedness there are no other bases and assumptions on which such forecasts or estimates have been disclosed; 1.6.3 the statements relating to the Group’s solvency and capital adequacy incorporated by reference in the Hong Kong Prospectus in the section headed “Financial Information” are true and accurate and not misleading; 1.6.4 the statements disclosed or made available in writing or orally and used as the basis of information contained in the Hong Kong Prospectus relating to cybersecurity and data privacy matters in the sections headed "Risk Factors" and "Business, Reasons for the Share Offer and Use of Proceeds" are complete, true and accurate in all material respects and not misleading with no material omissions; 1.6.5 all operation information disclosed in the Offering Documents that were provided by the Company, including without limitation the Company's average MAU and number of paid enterprise customers, 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; and 1.6.6 the information in each submission or application to the Stock Exchange, the SFC, the CSRC and the SEC, and the reply to each question or comment raised by the Stock Exchange, the SFC, the CSRC or the SEC or question set out in the Verification Notes, given by or on behalf of the Company or the Directors was so given by a person having appropriate knowledge and duly authorised for such purpose and each such information or reply has been given in good faith and was, and remains, true and accurate and not misleading and contains all material information and particulars with regard to the subject matter with no material omission. 1.7 All public notices, announcements and advertisements in connection with the Share Offer and all filings and submissions provided by or on behalf of the Company or any of its Affiliates to the Stock Exchange, the SFC and/or the SEC have complied or will comply with all applicable Laws in all material respects. 1.8 Other than the Offering Documents, the Company (including its agents and representatives, prepared other than the Underwriters in their capacity as such) has not, without the prior written consent of the Overall Coordinators, prepared, made, used, authorised, approved or bases and assumptions referred to in each of those documents in which such forecasts or estimates are contained. Such forecasts and estimates do not omit or neglect to include or take into account any Supplemental Offering Material (in this paragraph, “Supplemental Offering Material” means any “written communication” (within facts or matters which are material to such forecasts or estimates or to the meaning of the Securities Act) prepared by or on behalf of the Company, or used or referred to by the Company, that constitutes an offer to sell or a solicitation of an offer to buy the Offer Shares that constitutes such written communication, other than the Offering Documents or amendments or supplements thereto)Global Offering.

Appears in 1 contract

Sources: Hong Kong Underwriting Agreement