Commissions Fees and Expenses and Incentive Fee Clause Samples

Commissions Fees and Expenses and Incentive Fee. 6.1 Underwriting commission and incentive fee: In consideration of the services in connection with underwriting, managing and distributing the Offering as described above, the Company agrees to pay to all syndicate capital market intermediaries participating in the Offering an aggregate commission of 2.25% of the aggregate gross proceeds of the Offering (including those related to any Offer Size Adjustment Option and Over-Allotment Option but excluding any International Offer Shares reallocated to the Hong Kong Public Offering and any Hong Kong Offer Shares reallocated to the International Offering, in each case pursuant to Clauses 4.11 and 4.12, respectively, the “Gross Proceeds”) (the “Fixed Fees” or the “Underwriting Commission”). The respective entitlement of the Hong Kong Underwriters to the Underwriting Commission shall be paid as set out in the International Underwriting Agreement, provided that (a) any allocation of the Underwriting Commission to the Sponsor-OCs shall be no less favorable than as set out in their respective Sponsors and Sponsor-OCs Engagement Letters and in compliance with the Listing Rules, the Code of Conduct and Frequently Asked Questions No. 077-2022 published by the Stock Exchange; and (b) any adjustment to the allocation of the Underwriting Commission to each CMI as set out in the respective engagement letter with each CMI shall be in compliance with the Listing Rules, the Code of Conduct and Frequently Asked Questions No. 077-2022 published by the Stock Exchange. 6.2 Furthermore, the Company may, at its sole discretion, pay to all syndicate capital market intermediaries participating in the Offering an additional discretionary fee of up to 1.25% of the Gross Proceeds (the “Incentive Fees”, together with the Fixed Fees, the “Total Fees”). The actual absolute amount of the Incentive Fees (if any) and the split of the Incentive Fees (if any), in absolute amount, among all CMIs, shall be determined and communicated to each CMI at or around the Price Determination Date and to be set out in the International Underwriting Agreement (but in any event before the submission to the Stock Exchange the declaration to be signed by a Director and the secretary of the Company in the form set out in Form F (published in the “Regulatory Forms” section of the Stock Exchange’s website) on FINI), in accordance with such engagement letters between the Company and the respective Sponsor-OC, Overall Coordinator or CMI and in compliance with the Cod...