Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules and all requirements of the SEHK or the SFC or the CSRC or any Authority in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including: 10.1.1 doing all such things as are necessary to ensure that Admission is obtained and not cancelled or revoked; 10.1.2 obtaining all necessary Approvals and making all necessary filings with the Registrar of Companies in Hong Kong, the SEHK, the SFC, the CSRC and other Authorities, as applicable; 10.1.3 making available for inspection at the offices of the Company’s HK & US Counsel the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies and Available on Display” for the period and at the address stated therein; 10.1.4 using its best endeavours to procure that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein; 10.1.5 procuring that none of the Directors and that the relevant Director to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect; 10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter); 10.1.7 procuring that none of the Company, any member of the Group and/or the Controlling Shareholder, and/or any of their respective directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date; 10.1.8 without prejudice to Clause 10.1.5, using its best endeavours to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner (acting in such capacity and as the Hong Kong Underwriter); 10.1.9 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise); 10.1.10 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for any change that is announced in accordance with the applicable Listing Rules and the requirements of the Stock Exchange, and with prior consultation with the Sole Sponsor; and 10.1.11 following the Global Offering, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Shares;
Appears in 2 contracts
Sources: Hong Kong Underwriting Agreement, Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up WUMP) Ordinance, the Securities and Miscellaneous Provisions) Ordinance and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK or SEHK, the SFC or SFC, the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated by under this Agreement and or otherwise in connection with the Global OfferingOffering including, includingwithout limitation, the Company will:
10.1.1 doing as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining 10.1.3 obtain or make all necessary Approvals and making all necessary filings Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the SEHKCSRC, the SEHK and the SFC, the CSRC and other Authorities, as applicable;
10.1.3 making 10.1.4 make available for inspection at the offices of the Company’s HK & US Counsel on display the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VII – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period and at the address websites stated therein;
10.1.4 using its best endeavours 10.1.5 comply with the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the Hong Kong H Share Registrar, the HK eIPO White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form eIPO Service Provider, Provider and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring 10.1.7 procure that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring 10.1.8 procure that none of the Company, Company or any member of the Group and/or the Controlling Shareholder, and/or any of their respective substantial shareholders (including the Warranting Shareholders), directors, supervisors, officers, employees, affiliates and/or agents, agents shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward forward-looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the fortieth 40th day immediately following the Price Determination Date;
10.1.8 10.1.9 without prejudice to Clause 10.1.510.1.7, using its best endeavours to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by itit and that the relevant connected person procures that none of their respective associates), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effectRules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares Shares) by any connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Overall Coordinators (acting in such capacity for themselves and as on behalf of the other Hong Kong Underwriter);
10.1.9 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwiseUnderwriters);
10.1.10 using use or procuring procure the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for ; and in case of any change that is announced within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in accordance case of any change (whether within one year after the Listing or not), be in compliance with the applicable requirements under the Listing Rules and and/or the requirements of SEHK; and not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Stock ExchangeGroup or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and with prior consultation with regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Sole Sponsor; andHong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Global OfferingListing Date, ensuring ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;
Appears in 2 contracts
Sources: Hong Kong Underwriting Agreement, Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules and all requirements of the SEHK or the SFC or the CSRC or any Authority in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including:
10.1.1 doing all such things as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining all necessary Approvals and making all necessary filings with the Registrar of Companies in Hong Kong, the SEHK, the SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available for inspection at the offices of the Company’s HK & US Counsel the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies and Available Documents on Display” for the period and at the address stated therein;
10.1.4 using its best endeavours to procure that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, Agreement and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring that none of the Directors and that the relevant Director to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity for itself and as on behalf of the UnderwriterUnderwriters);
10.1.7 procuring that none of the Company, any member of the Group and/or the Controlling ShareholderCovenantors, and/or any of their respective directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 without prejudice to Clause 10.1.510.1.4, using its best endeavours to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner Joint Bookrunners (acting in such capacity for themselves and as on behalf of the Hong Kong Underwriterunderwriters);
10.1.9 that no preferential treatment has been, nor will be, given to any placee and its close associates by virtue of its relationship with the Company in any allocation in the placing tranche;
10.1.10 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise);) otherwise than pursuant to the exercise of the options or awards granted under the Pre-IPO Share Option Scheme and the Over-Allotment Option; and
10.1.10 10.1.11 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for any change that is announced in accordance compliance with the applicable Listing Rules and the requirements of the Stock Exchange, and Exchange with prior consultation with the Sole Sponsor; and
10.1.11 following the Global Offering, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Shares;
Appears in 2 contracts
Sources: Hong Kong Underwriting Agreement, Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance Ordinance, the Securities and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable laws and all requirements of the SEHK or SEHK, the SFC or SFC, the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated by this Agreement and or otherwise in connection with the Global Offering, including, without limitation:
10.1.1 9.1.1 doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining 9.1.2 making all necessary Approvals and making all necessary filings Filings with the Registrar of Companies in Hong Kong, the SEHK, the SFC, the CSRC and any other relevant Authorities, including but not limited to lodging with the SEHK all relevant documents, declarations and undertakings on FINI in such manner, form and time as applicablerequired under the Listing Rules and all applicable rules, procedures, terms and conditions and guidance materials of the Stock Exchange and the HKSCC;
10.1.3 9.1.3 making available for inspection at on display on the offices website of the Company’s HK & US Counsel SEHK at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇ and on the website of the Company at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, during a period of 14 days from the date of the Hong Kong Prospectus, the documents referred to in the section of the Hong Kong Prospectus headed “Appendix V – Documents Delivered to the Registrar of Companies and Available on Display” of the Hong Kong Prospectus for the period and at the address stated therein;
10.1.4 using its best endeavours 9.1.4 complying with the Listing Rules and the CSRC Rules in relation to procure supplemental listing documents and the CSRC Filings that each may have to be issued or made in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement, listing document (as defined in the Listing Rules) or CSRC Filings in relation to the Global Offering without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong H Share Underwriters) (such consent not to be unreasonably withheld or delayed);
9.1.5 procuring that the Hong Kong Registrar, the HK eIPO White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form eIPO Service Provider, and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein, and that none of the terms of the appointments of the Hong Kong Registrar, the HK eIPO White Form Service Provider, the Receiving Bank and the Nominee shall be amended without the prior written consent (and such consent shall not be unreasonably withheld or delayed) of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters);
10.1.5 9.1.6 procuring that none of the Directors and that the relevant Director to procure none of or their respective close associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 9.1.7 procuring that none of the Company, any member of the Group and/or the Controlling Shareholder, Warranting Shareholders and/or any of their respective directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Datedate of the International Underwriting Agreement;
10.1.8 9.1.8 without prejudice to Clause 10.1.59.1.6, using its best endeavours to procure procuring that no core connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effectRules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any core connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Overall Coordinators (acting in such capacity for themselves and as on behalf of the Hong Kong UnderwriterUnderwriters);
10.1.9 9.1.9 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds” and in the case of any change in the use of the net proceeds with the prior written consent (such consent not to be unreasonably withheld) of the Joint Sponsors and the Overall Coordinators such change shall be in compliance with the relevant requirements under the Listing Rules, the CSRC Rules, the requirements of SEHK and CSRC, the Memorandum and Articles and any applicable Laws; and will not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
9.1.10 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the last day for lodging applications under the Hong Kong Prospectus DatePublic Offering, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision sub-division or otherwise) (save for change due to the Equity Incentive Arrangements or the Post-IPO Equity Incentive Scheme);
10.1.10 using or 9.1.11 prior to publishing any press release in connection with the Global Offering, submitting drafts of such press release to the Overall Coordinators (for themselves and on behalf of the Underwriters) and the Joint Sponsors for their review;
9.1.12 cooperating with and fully assisting, and procuring the use of all members of the net proceeds received Group, the directors, the substantial shareholders, associates of the Company, and/or any of their respective directors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by it pursuant to the Company in connection with the Global Offering strictly to cooperate with and fully assist, in a timely manner, each of the manner specified in Joint Sponsors, the section of Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Prospectus headed “Future Plans Underwriters and Use the CMIs, to facilitate its performance of Proceeds”its duties and to meet its obligations and responsibilities under all applicable Laws from time to time in force, save for any change that is announced in accordance with including, without limitation, the applicable Code of Conduct, the Listing Rules and the requirements of the Stock Exchange, and with prior consultation with the Sole SponsorCSRC Rules; and
10.1.11 following 9.1.13 giving every assistance, and procuring the members of the Group, the directors, the substantial shareholders, associates of the Company, and/or any of their respective directors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global OfferingOffering to give every assistance to each of the Joint Sponsors, ensuring that it has sufficient foreign currency the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the CMIs, to meet payment its obligations and responsibilities to provide materials, information and documents to the SEHK, the SFC, the CSRC and other regulators under the Code of any dividends which may be declared in respect Conduct (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix 6 thereof) and the Shares;CSRC Rules.
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance Ordinance, the Securities and Futures Ordinance, the Listing Rules and all applicable Laws and all requirements of the SEHK or SEHK, the SFC or the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated by this Agreement and or otherwise in connection with the Global Offering, including, without limitation:
10.1.1 doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining making all necessary Approvals and making all necessary filings Filings with the Registrar of Companies in Hong Kong, the SEHK, SEHK and the SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available for inspection at on the offices websites of the Company’s HK & US Counsel Stock Exchange at w▇▇.▇▇▇▇▇▇▇▇.▇▇ and the Company at i▇.▇▇▇▇▇▇▇▇▇.▇▇▇ up to and including the date which is 14 days from the date of the Hong Kong Prospectus, the documents referred to in the section headed “Appendix VI – Documents Available on Display” of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies and Available on Display” for the period period, in such matter and at the address stated therein;
10.1.4 using its best endeavours efforts to procure that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, Agreement and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring using best efforts to procure that none of the Directors and that the relevant Director to procure none of or their respective close associates (as defined in the Listing Rules) will himself/herself himself or themselves (or through a company controlled by him/her him or them), apply to purchase Hong Kong Offer Shares either in his/her his or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation using best efforts to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring procure that none of the Company, Company and/or any member of the Group and/or the Controlling ShareholderGroup, and/or any of their respective substantial shareholders, directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 10.1.7 subject to any waiver granted by the SEHK and without prejudice to Clause 10.1.5, using its best endeavours efforts to procure that no core connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effectRules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any core connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Sponsor and the Sole Bookrunner Representative (acting in such capacity for itself and as on behalf of the Hong Kong UnderwriterUnderwriters);; and
10.1.9 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise);
10.1.10 10.1.8 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for any change that is announced in accordance with the applicable Listing Rules and the requirements of the Stock Exchange, and with prior consultation with the Sole Sponsor; and
10.1.11 following the Global Offering, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Shares;.
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement (Noah Holdings LTD)
Global Offering. The Company undertakes to the Joint Sponsors, the Joint Representatives, the Joint Global Coordinators, the Hong Kong Underwriters and each of them that it will comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance Ordinance, the Securities and Futures Ordinance, the Listing Rules and all applicable Laws and all requirements of the SEHK or SEHK, the SFC or the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated by this Agreement and or otherwise in connection with the Global Offering, including, without limitation:
10.1.1 doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining making all necessary Approvals and making all necessary filings Filings with the Registrar of Companies in Hong Kong, the SEHK, SEHK and the SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available for inspection at publishing on the offices websites of the Company’s HK & US Counsel Hong Kong Stock Exchange at w▇▇.▇▇▇▇▇▇▇▇.▇▇ and the Company at h▇▇▇://▇▇.▇▇▇▇▇.▇▇▇/ the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered delivered to the Registrar of Companies and Available available on Displaydisplay” for the period and at the address stated therein;
10.1.4 using its best endeavours to procure that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring that none of the Directors and that the relevant Director to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring that none of the Company, Company and/or any member of the Group and/or the Controlling ShareholderGroup, and/or any of their respective substantial shareholders, directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 without prejudice 10.1.5 subject to Clause 10.1.5any waiver granted by the SEHK, using its best endeavours to procure procuring that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effectRules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any core connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Joint Representatives (acting in such capacity for themselves and as on behalf of the Hong Kong UnderwriterUnderwriters);; and
10.1.9 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise);
10.1.10 10.1.6 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for any change that is announced in accordance with the applicable Listing Rules and the requirements of the Stock Exchange, and with prior consultation with the Sole Sponsor; and
10.1.11 following the Global Offering, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Shares;.
Appears in 1 contract
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules and all requirements of the SEHK or the SFC or the CSRC or any Authority in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including, but not limited to:
10.1.1 doing all such things as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining making all necessary Approvals and making all necessary filings Filings with the Registrar of Companies in Hong Kong, the SEHK, SEHK and the SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available for inspection at the offices of the Company’s HK & US Counsel the documents referred to in the section of the Hong Kong Prospectus headed “Appendix V – Documents Delivered to the Registrar of Companies and Available on On Display” for the period and at in the address manner stated therein;
10.1.4 using its best endeavours to procure that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, Agreement and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring that none of the Directors and that the relevant Director to procure none of their respective close associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring that none of the Company, any member of the Group and/or the Controlling ShareholderGroup, and/or any of their respective substantial shareholders, directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 without prejudice 10.1.7 subject to Clause 10.1.5any waiver or consent granted by the Stock Exchange, using its best endeavours to procure procuring that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effectRules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, Sponsor and the Sole Global Coordinator and the Sole Bookrunner (acting in such capacity and as on behalf of the Hong Kong UnderwriterUnderwriters);
10.1.9 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise);
10.1.10 10.1.8 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for other than any change that is announced in accordance with respect of which the applicable Listing Rules Company has notified to the Sole Sponsor and the Sole Global Coordinator (on behalf of the Hong Kong Underwriters) and complied with any applicable requirements of the Stock Exchange, and with prior consultation Listing Rules or other requirements of the Stock
10.1.9 complying with the Sole Sponsor; and
10.1.11 following the Global Offering, ensuring Listing Rules in relation to supplemental listing documents that it has sufficient foreign currency may have to meet payment of any dividends which may be declared issued in respect of the Shares;Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Global Coordinator, (for and on behalf of the Underwriters) and the Sole Sponsor (whose consent shall not be unreasonably withheld or delayed).
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules and all applicable laws and all requirements of the SEHK or the SFC or the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including:
10.1.1 doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 making and obtaining all necessary Approvals and making all necessary filings Filings with the Registrar of Companies in Hong Kong, the SEHK, the SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available for inspection at online on the offices website of the Company’s HK & US Counsel Company at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ and the website of the SEHK at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇ the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies and Available on Display” for the period and at the address stated therein;
10.1.4 using its best endeavours complying with the Listing Rules in relation to procure supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors, the Joint Representatives and the Overall Coordinators (for themselves and on behalf of the Joint Global Coordinators and the Hong Kong Underwriters);
10.1.5 procuring that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 10.1.6 procuring that none of the Directors and that the relevant Director use their best endeavours to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring that none of the Company, any member of the Group and/or the Controlling ShareholderShareholders, and/or any of their respective directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 without prejudice that no preferential treatment has been, nor will be, given to Clause 10.1.5, any placee and its close associates by virtue of its relationship with the Company in any allocation in the placing tranche;
10.1.9 using its best endeavours to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected person, controlled company or nominee, it shall forthwith notify the Sole SponsorJoint Sponsors, the Sole Global Coordinator Joint Representatives and the Sole Bookrunner Overall Coordinators (acting in such capacity for themselves and as on behalf of the Joint Global Coordinators and the Hong Kong UnderwriterUnderwriters);
10.1.9 10.1.10 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the last day for lodging applications under the Hong Kong Prospectus DatePublic Offering, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision sub-division or otherwise)) other than pursuant to the Global Offering;
10.1.10 10.1.11 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and not, save directly or indirectly, using such proceeds, or lending, contributing or otherwise making available such proceeds to any member of the Group or other person or entity, for the purpose of financing any change activities or business of or with any person or entity, or of, with or in any country or territory, that is announced subject to any sanctions Laws and regulations, or in accordance with any other manner that will result in a violation by any individual or entity (including, without limitation, by the applicable Listing Rules Hong Kong Underwriters) of any sanctions laws and the requirements of the Stock Exchange, and with prior consultation with the Sole Sponsor; andregulations;
10.1.11 10.1.12 following the Global OfferingListing Date, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Shares;; and
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules and all requirements of the SEHK or the SFC or the CSRC or any Authority in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including, without limitation:
10.1.1 doing all such things as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining making all necessary Approvals and making all necessary filings Filings with the Registrar of Companies in Hong Kong, the SEHK, the SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available for inspection at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, legal advisers to the Company’s HK & US Counsel Company as to Hong Kong Laws, the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies and Available on Displayfor Inspection” for the period and at the address stated therein;
10.1.4 using its best endeavours endeavors to procure that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, Agreement and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring using its best endeavors to procure that none of the Directors and that the relevant Director to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself himself or themselves (or through a company controlled by him/her him or them), apply to purchase Hong Kong Offer Shares either in his/her his or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring that none of the Company, Company and/or any member of the Group and/or the Controlling ShareholderGroup, and/or any using its best endeavors to procure none of their respective directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular International Prospectus or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 without prejudice to Clause 10.1.5, 10.1.7 using its best endeavours endeavors to procure that no directors, existing shareholders, any other core connected person and their respective close associates (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a nominee or a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effector under any waivers granted by the Stock Exchange, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any director, existing shareholder, other core connected personperson and their respective close associates, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Joint Global Coordinators (acting in such capacity and as on behalf of the Hong Kong UnderwriterUnderwriters);
10.1.8 that no preferential treatment has been, nor will be, given to any placee and its close associates by virtue of its relationship with the Company in any allocation in the placing tranche unless otherwise permitted to do so under the Listing Rules or any waivers granted by the Stock Exchange; and
10.1.9 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise);
10.1.10 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for other than any change that is announced disclosed in accordance with the applicable Listing Rules and will not (a) contravene any provision of any current and applicable laws or the requirements current constituent documents of the Stock ExchangeCompany or any other member of the Group, and with prior consultation with (b) contravene the Sole Sponsor; and
10.1.11 following terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument currently binding upon the Global Offering, ensuring that it has sufficient foreign currency to meet payment Company or any other member of the Group or (c) contravene or violate the terms or provisions of any dividends which may be declared in respect Approvals and Filings applicable to any of the Shares;Company or any other member of the Group.
Appears in 1 contract
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance Ordinance, the Securities and Futures Ordinance, the Listing Rules and all applicable Laws and all requirements of the SEHK or SEHK, the SFC or the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated by this Agreement and or otherwise in connection with the Global Offering, including, without limitation:
10.1.1 doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining making all necessary Approvals and making all necessary filings Filings with the Registrar of Companies in Hong Kong, the SEHK, SEHK and the SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available for inspection at on the offices websites of the Company’s HK & US Counsel Stock Exchange at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇ and the Company at ▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ up to and including the date which is 14 days from the date of the Hong Kong Prospectus, the documents referred to in the section headed “Appendix VI – Documents Available on Display” of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies and Available on Display” for the period period, in such matter and at the address stated therein;
10.1.4 using its best endeavours efforts to procure that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, Agreement and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring using best efforts to procure that none of the Directors and that the relevant Director to procure none of or their respective close associates (as defined in the Listing Rules) will himself/herself himself or themselves (or through a company controlled by him/her him or them), apply to purchase Hong Kong Offer Shares either in his/her his or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;effect;
10.1.6 complying with the Listing Rules in relation using best efforts to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring procure that none of the Company, Company and/or any member of the Group and/or the Controlling ShareholderGroup, and/or any of their respective substantial shareholders, directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 10.1.7 subject to any waiver granted by the SEHK and without prejudice to Clause 10.1.5, using its best endeavours efforts to procure that no core connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effectRules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any core connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Sponsor and the Sole Bookrunner Representative (acting in such capacity for itself and as on behalf of the Hong Kong UnderwriterUnderwriters);; and
10.1.9 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise);
10.1.10 10.1.8 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for any change that is announced in accordance with the applicable Listing Rules and the requirements of the Stock Exchange, and with prior consultation with the Sole Sponsor; and
10.1.11 following the Global Offering, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Shares;.
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules and all requirements of the SEHK or the SFC or the CSRC or any Authority in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including, without limitation:
10.1.1 (a) doing all such things as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining (b) making all necessary Approvals and making all necessary filings Filings with the Registrar of Companies in Hong Kong, the SEHK, the SFC, the CSRC and other Authorities, as applicable;
10.1.3 (c) making available for inspection at the offices of Sidley Austin, legal advisers to the Company’s HK & US Counsel Company as to Hong Kong Laws, the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered delivered to the Registrar of Companies and Available on Displayavailable for inspection” for the period and at the address stated therein;
10.1.4 using its best endeavours to procure that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 (d) procuring that none of the Directors and that the relevant Director to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring that none of the Company, Company and/or any member of the Group and/or the Controlling ShareholderGroup, and/or any of their respective directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 (e) subject to any waiver granted by the SEHK and without prejudice to Clause 10.1.510.1.4, using its best endeavours efforts to procure that no core connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effectRules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any core connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Sponsor and the Sole Bookrunner Joint Global Coordinators (acting in such capacity and as on behalf of the Hong Kong UnderwriterUnderwriters);; and
10.1.9 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30thf) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise);
10.1.10 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for any change that is announced in accordance with the applicable Listing Rules and the requirements of the Stock Exchange, and with prior consultation with the Sole Sponsor; and
10.1.11 following the Global Offering, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Shares;.
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement (Yum China Holdings, Inc.)
Global Offering. comply in a timely manner with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up WUMP) Ordinance, the Securities and Miscellaneous Provisions) Ordinance and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK or SEHK, the SFC or SFC, the CSRC or any other Authority in respect of or by reason of the matters contemplated by under this Agreement and or otherwise in connection with the Global Offering, includingincluding but not limited to:
10.1.1 complying in all respects with the terms and conditions of the Global Offering and, in particular, its obligation to allot and issue the Hong Kong Offer Shares to successful applicants under the Hong Kong Public Offering and, if any of the Hong Kong Offer Shares falls to be taken up pursuant to Clause 4.6, to the applicants under Clauses 4.9 and 4.10, respectively;
10.1.2 as soon as practicable following announcement of the basis of allotment of the Hong Kong Offer Shares, causing definitive Share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applicants or, as the case may be, procuring that the Share certificates in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC for credit to the stock accounts of such HKSCC participant(s) as may be specified for such purpose by or on behalf of the relevant applicant and procuring that the names of the successful applicants (or, where appropriate, HKSCC Nominees Limited) shall be entered in the register of members of the Company accordingly (without payment of any registration fee);
10.1.3 doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining 10.1.4 making all necessary Approvals and making all necessary filings Filings (including the CSRC Filings) with the Registrar of Companies in Hong Kong, the SEHK, the SFC, the CSRC CSRC, the SEC and any other relevant Authorities, as applicable;
10.1.3 10.1.5 making available for inspection at display on the offices websites of the Company’s HK & US Counsel SEHK at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇ and the Company at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ up to and including the date which is 14 days from the date of the Hong Kong Prospectus, the documents referred to in the section of the Hong Kong Prospectus headed “Appendix V – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period and at in the address manner stated therein;
10.1.4 using its best endeavours 10.1.6 complying with the Listing Rules in relation to procure supplemental listing documents that may have to be issued in respect of the Global Offering and further agreeing not to make, issue or publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and the Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters);
10.1.7 procuring that each of the Hong Kong H Share Registrar, the HK eIPO White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, Agreement and the Receiving Bank Agreement, Agreement and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein, and that none of the terms of the appointments of the Hong Kong Share Registrar, the HK eIPO White Form Service Provider, the Receiving Bank and the Nominee shall be amended without the prior written consent of the Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters);
10.1.5 10.1.8 procuring that none of the Directors and that the relevant Director Directors to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase subscribe for Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents 10.1.9 procuring that may have to be issued in respect none of the Global Offering and further agrees not to make, issue, publish, distribute Company or otherwise make available directly or indirectly to any member of the public Group and/or any statement, announcement, press release, material, information or listing document of their respective substantial shareholders (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring that none of the Company, any member of the Group and/or the Controlling Shareholderdirectors, and/or any of their respective directorssupervisors, officers, employees, affiliates and/or agents, agents shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward forward-looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular International Prospectus or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 10.1.10 without prejudice to Clause 10.1.510.1.8, using its best endeavours to procure procuring that no connected person persons (as defined in the Listing Rules) of the Company and that the relevant connected person persons to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effector with a waiver from compliance with the Listing Rules duly granted, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected personof the above persons, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Sponsor-OCs (acting in such capacity for themselves and as on behalf of the Hong Kong UnderwriterUnderwriters);
10.1.9 10.1.11 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds” and not, directly or indirectly, using such proceeds, or lending, contributing or otherwise making available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business, of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions Laws and regulations;
10.1.12 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Acceptance Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Class B Ordinary Shares whether as a result of consolidation, subdivision sub-division or otherwise);
10.1.10 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for any change that is announced in accordance with the applicable Listing Rules and the requirements of the Stock Exchange, and with prior consultation with the Sole Sponsor; and
10.1.11 10.1.13 following the Global OfferingListing Date, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Class B Ordinary Shares;
10.1.14 procuring that, with the exception of any guaranteed allocation of Offer Shares at the International Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants;
10.1.15 prior to publishing any press release in connection with the Global Offering, submitting drafts of such press release to the Sponsor-OCs (for themselves and on behalf of the Underwriters) and the Joint Sponsors for their review;
10.1.16 cooperating with and fully assisting, and procuring members of the Group, Controlling Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to cooperate with and fully assist in a timely manner, each of the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters, to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable Laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;
10.1.17 giving every assistance, and procuring the members of the Group, the Controlling Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance to each of the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters, to meet its obligations and responsibilities to provide materials, information and documents to the Stock Exchange, the SFC, the CSRC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules; and
10.1.18 notifying the Joint Sponsors and the Sponsor-OCs (for themselves and on behalf of the International Underwriters) immediately if it becomes aware that any person who has applied for or indicated an interest for Offer Shares (or their respective beneficial owners) (a) is not a third party independent of the Company; (b) falls within (i) any of the placee categories (other than “Not Applicable” or, unless requested, “Non-SFC authorised fund”) as set out in the Stock Exchange’s placee list template or required to be disclosed by the Stock Exchange’s FINI (as defined in the Listing Rules) interface in relation to placees or under the Listing Rules or (ii) any of the groups of placees that would be required under the Listing Rules (including but not limited to Rule 12.08A) to be identified in the Company’s allotment results announcement; or (c) is financed directly or indirectly by, or accustomed to taking instructions from, the Company, any of the Directors, chief executive, Controlling Shareholder(s), substantial shareholder(s) (as defined in the Listing Rules) or existing shareholder(s) of the Company or any member of the Group or a close associate of any of them.
Appears in 1 contract
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules and all applicable laws and all requirements of the SEHK or the SFC or the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including, without limitation:
10.1.1 doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 making and obtaining all necessary Approvals and making all necessary filings Filings with the Registrar of Companies in Hong Kong, the SEHK, the SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available for inspection online on the website of the Company at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and the website of the Stock Exchange at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇ or at the offices of ▇▇▇▇▇▇▇▇▇ and May, legal advisers to the Company’s HK & Company as to Hong Kong Laws and US Counsel Laws, as the case may be, the documents referred to in the section of the Hong Kong Prospectus headed “"Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” " for the period and at the address stated therein;
10.1.4 using its best endeavours as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in any event no later than December 5, 2023 (the date specified in the Prospectus for the despatch of share certificates), causing definitive share certificates representing the Hong Kong Offer Shares to procure be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applications or, as the case may be, procuring that the share certificates in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC for credit to the stock accounts of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant;
10.1.5 complying with the Listing Rules in relation to any supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters);
10.1.6 procuring that each of the Hong Kong H Share Registrar, the HK eIPO White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form eIPO Service Provider, and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 10.1.7 procuring that none of the Directors and that the relevant Director to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 10.1.8 procuring that none of the Company, any member of the Group and/or the Controlling ShareholderShareholders, and/or and using its best endeavours to procure that any of their respective directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly availableor
10.1.9 that no preferential treatment has been, nor will be, given to any research analyst at placee and its close associates by virtue of its relationship with the Company in any time up to and including allocation in the fortieth day immediately following the Price Determination Dateplacing tranche;
10.1.8 without prejudice to Clause 10.1.5, 10.1.10 using its best endeavours to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Overall Coordinators (acting in such capacity for themselves and as on behalf of the Hong Kong UnderwriterUnderwriters);
10.1.9 10.1.11 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision sub-division or otherwise), except for the dividend already declared as disclosed in the Prospectus;
10.1.10 10.1.12 prior to publishing any press release in connection with the Global Offering, submitting drafts of such press release to the Overall Coordinators (for themselves and on behalf of the Underwriters) and the Joint Sponsors for their review;
10.1.13 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “"Future Plans and Use of Proceeds”, save for " or otherwise pursuant to any change that is announced changes to the use of proceeds which are duly disclosed in accordance compliance with the applicable Listing Rules and the requirements of the Stock Exchange, SEHK and with prior consultation with the Sole SponsorJoint Sponsors; andand not, directly or indirectly, using such proceeds, or lending, contributing or otherwise making available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 10.1.14 following the Global OfferingListing Date, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Shares; and
10.1.15 obtaining all Approvals and Filings under any Laws applicable to, or from or with any Authority having jurisdiction over, any member of the Group or any of its properties or assets, or otherwise from or with any other persons, required in connection with the use and application of the proceeds from the Global Offering for the purposes as set forth in each of the Hong Kong Prospectus and the Preliminary Offering Circular;
10.1.16 complying with the Listing Rules or other regulatory requirements to publish and disseminate to the public, under certain circumstances, information affecting the information contained in the Prospectus and announce by way of press announcement any such information if required by the Stock Exchange to be published and disseminated to the public in connection with the Global Offering, provided that no such press announcement shall be issued by the Company without having been submitted to the Joint Sponsors and the Overall Coordinators for their review and confirmation not less than three Business Days prior to such issuance or such shorter period of time as is necessary for the Company to avoid violation of any law or regulation applicable to it;
10.1.17 cooperating with and fully assisting, and procuring members of the Group, Controlling Shareholder(s), and using best endeavours to procure any of their respective directors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to cooperate with and fully assist in a timely manner, each of Joint Sponsors, the Underwriters, the Overall Coordinators and the CMIs, to facilitate its performance of its duties, as the case may be, as a Joint Sponsor, an Overall Coordinator, and/or a CMI and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the Code of Conduct and the Listing Rules; and
10.1.18 giving every assistance, and procuring the members of the Group, Controlling Shareholder(s), and using best endeavours to procure any of their respective directors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance to each of the Joint Sponsors, the Underwriters, the Overall Coordinators and the CMIs, to meet its obligations and responsibilities to provide materials, information and documents to the Stock Exchange, the SFC and other regulators under the Code of Conduct (including without limitation all materials and information as specified under 21.3 and 21.4 thereof) and the Listing
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance and the Listing Rules or other applicable laws, and all requirements of the SEHK or SEHK, the SFC or the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including, without limitation:
10.1.1 doing all such things as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining making all necessary Approvals and making all necessary filings Filings with the Registrar of Companies in Hong Kong, the SEHK, SEHK and the SFC, the CSRC and other Authorities, as SFC (if applicable);
10.1.3 making available for inspection on display and publishment on the Stock Exchange’s website at the offices of w▇▇.▇▇▇▇▇▇▇▇.▇▇ and the Company’s HK & US Counsel website at i▇.▇▇▇▇▇▇.▇▇▇, the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” for the period and at the address stated therein;
10.1.4 using its best endeavours to procure procuring that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, Agreement and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring that none of the Directors and that the relevant Director to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring that none of the Company, Company and/or any member of the Group and/or Group, the Controlling Shareholder, Shareholders and/or any of their respective directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 10.1.6 subject to any waiver granted by the SEHK and without prejudice to Clause 10.1.510.1.4, procuring that no core connected person of the Company (as defined in the Listing Rules) and using its best endeavours commercially reasonable endeavors to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effectRules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Joint Global Coordinators (acting in such capacity for themselves and as on behalf of the Hong Kong UnderwriterUnderwriters);
10.1.9 from 10.1.7 that no preferential treatment has been, nor will be, given to any placee and its close associates by virtue of its relationship with the date hereof until 5:00 p.m. on Company in any allocation in the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise)placing tranche;
10.1.10 10.1.8 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”” and will not, save directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any change activities or business of or with any person or entity, or of, with or in any country or territory, that is announced subject to any sanctions Laws and regulations, or in accordance with any other manner that will result in a violation by any individual or entity (including, without limitation, by the applicable Listing Rules Hong Kong Underwriters) of any sanctions laws and the requirements of the Stock Exchange, and with prior consultation with the Sole Sponsorregulations; and
10.1.11 following 10.1.9 prior to publishing any press release in connection with the Global Offering, ensuring that it has sufficient foreign currency submitting drafts of such press release to meet payment of any dividends which may be declared in respect the Joint Global Coordinators (for themselves and on behalf of the Shares;Underwriters) and the Joint Sponsors for their review.
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement (MINISO Group Holding LTD)
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance Ordinance, the Securities and Futures Ordinance, the Listing Rules and all applicable Laws and all requirements of the SEHK or SEHK, the SFC or the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated by this Agreement and or otherwise in connection with the Global Offering, including, without limitation:
10.1.1 doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining making all necessary Approvals and making all necessary filings Filings with the Registrar of Companies in Hong Kong, the SEHK, SEHK and the SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available for inspection at display on the offices websites of the Company’s HK & US Counsel Stock Exchange at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇ and the Company at ▇▇▇▇▇://▇▇.▇▇▇▇▇▇▇▇.▇▇▇/ up to and including the date which is 14 days from the date of the Hong Kong Prospectus, the documents referred to in the section headed “Appendix VI – Documents Available on Display” of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies and Available on Display” for the period period, in such matter and at the address stated therein;
10.1.4 using its best endeavours to procure that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring that none of the Directors and that the relevant Director to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the any applicable Listing Rules in relation to supplemental listing documents (if any) that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter)Offering;
10.1.7 10.1.5 procuring that none of the Company, Company and/or any member of the Group and/or the Controlling ShareholderGroup, and/or any of their respective substantial shareholders, directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 without prejudice 10.1.6 subject to Clause 10.1.5any waiver granted by the SEHK, using its best endeavours to procure procuring that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effectRules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any core connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Joint Global Coordinators (acting in such capacity for themselves and as on behalf of the Hong Kong UnderwriterUnderwriters);; and
10.1.9 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise);
10.1.10 10.1.7 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for any change that is announced in accordance with the applicable Listing Rules and the requirements of the Stock Exchange, and with prior consultation with the Sole Sponsor; and
10.1.11 following the Global Offering, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Shares;.
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement (360 DigiTech, Inc.)
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules and all requirements of the SEHK Stock Exchange or the SFC or the CSRC or any Authority in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including, without limitation:
10.1.1 doing all such things as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining all necessary revoked and that Approvals and making all necessary filings Filings are made with the Registrar of Companies in Hong Kong, the SEHK, the SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available for inspection at the offices of the Company’s HK & US Counsel the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies and Available on Display” for the period and at the address stated therein;
10.1.4 10.1.2 using its best endeavours to procure that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall to comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, Provider and the Receiving Bank Agreement, Agreement and do all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 10.1.3 procuring that none of the Directors and that Controlling Shareholder, Directors, or the relevant Director to procure none chief executive officer of the Company and/or its subsidiaries, or their respective associates (as defined in the Listing Rules) will himself/herself himself or themselves (or through a company controlled by him/her him or them), apply to purchase Hong Kong Offer Shares either in his/her his or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with , and if the Listing Rules in relation to supplemental listing documents that may have to be issued in respect Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by the Controlling Shareholder, Directors, or the chief executive officer of the Global Offering and further agrees not to makeCompany and/or its subsidiaries, issueor their respective controlled company or nominee or their respective associates, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of it shall forthwith notify the Sole Sponsor and the Sole Global Coordinator (acting for itself and on behalf of the Hong Kong Underwriters);
10.1.4 as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in such capacity and any event no later than 9:00 a.m. on 16 December 2021 causing definitive share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applicants or, as the Underwriter)case may be, procure that the share certificates for Hong Kong Offer Shares in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC for credit to the stock account of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant;
10.1.7 10.1.5 making available for display on the websites of the Stock Exchange and the Company the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” for the period and at the address stated therein;
10.1.6 procuring that none of the Company, any member of the Group and/or the Controlling ShareholderGroup, and/or any of their respective supervisors, directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and Prospectus, the Preliminary Offering Circular or publicly availableand the Final Offering Circular, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 10.1.7 without prejudice to Clause 10.1.510.1.3, using its best endeavours to procure procuring that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effector with the prior written consent of the Stock Exchange, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected person, their respective controlled company or nominee, it shall forthwith notify the Sole Sponsor, Sponsor and the Sole Global Coordinator (for itself and the Sole Bookrunner (acting in such capacity and as on behalf of the Hong Kong UnderwriterUnderwriters);
10.1.9 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after 10.1.8 procuring that no subscriber of the Hong Kong Prospectus DateOffer Shares are directly or indirectly funded or backed by the Company or the Covenantors or any core connected person, not or by a person acting on behalf of the Company or the Covenantors on behalf of such persons above;
10.1.9 procuring that none of the Covenantors will make or enter into, and use his or her or its best endeavours to procure that none of the respective connected persons (ias defined in the Listing Rules) declaringshall make or enter into any agreement, paying understanding, indemnity, favourable term or otherwise making other arrangement with any dividend of the placees or distribution investors in respect of the subscription of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise);Offer Shares; and
10.1.10 using 10.1. 10using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for any ” unless otherwise agreed to be changed (such change that is announced to be in accordance compliance with the applicable Listing Rules and the requirements of the Stock Exchange, and with prior consultation ) with the Sole Sponsor; and
10.1.11 following the Global Offering, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect consent of the Shares;Sole Global Coordinator and the Sole Sponsor (such consent not to be unreasonably withheld).
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance Ordinance, the Securities and Futures Ordinance, the Listing Rules and all applicable Laws and requirements of the SEHK or the SFC or the CSRC or any other applicable Authority and all applicable Laws in respect of or by reason of the matters contemplated by under this Agreement and or otherwise in connection with the Global Offering, including, without limitation:
10.1.1 doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to obtain all necessary Approvals and making all necessary filings Filings with the Registrar of Companies in Hong Kong, the SEHK, SEHK and the SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available for inspection at publishing on the offices websites of the Stock Exchange and the Company’s HK & US Counsel , the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered delivered to the Registrar of Companies and Available on Display” for the period and at the address stated therein;
10.1.4 using its best endeavours to procure that each of the Hong Kong H Share Registrar, the HK eIPO White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, Agreement and the Receiving Bank Agreement, Agreement and take all such acts and things actions as may be required to be done by it in connection with the Global Offering and the transactions contemplated hereintherein;
10.1.5 procuring that none of the Directors and that the relevant Director to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute issue or otherwise make available directly or indirectly to the public publish any statement, announcement, press release, material, information announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor Representative (for itself and on behalf of the Underwriters) and the Sole Global Coordinator Sponsor;
10.1.6 procuring that no core connected person, existing shareholders of the Company or their close associates (acting both as defined in such capacity the Listing Rules) will itself (or through a company controlled by it), apply to purchase Hong Kong Public Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and as having obtained confirmation to that effect, and if the Underwriter)Company shall become aware of any application or indication of interest for Hong Kong Public Offer Shares by any core connected person, controlled company or nominee, it shall forthwith notify the Sole Representative (for itself and on behalf of the Underwriters) and the Sole Sponsor;
10.1.7 procuring that none of the Company, any member of the Group and/or the Controlling ShareholderWarranting Shareholders, and/or any of their respective substantial shareholders, directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus Prospectus, the Preliminary Offering Circular and the Preliminary Final Offering Circular or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 without prejudice to Clause 10.1.5, using its best endeavours to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner (acting in such capacity and as the Hong Kong Underwriter);
10.1.9 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day day after the Hong Kong Prospectus Datedate of Price Determination Agreement, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision sub-division or otherwise);
10.1.9 prior to publishing any press release in connection with the Global Offering, submitting drafts of such press release to the Sole Representative (for itself and on behalf of the Underwriters) and the Sole Sponsor for their review;
10.1.10 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for any change that is announced in accordance with the applicable Listing Rules and the requirements of the Stock Exchange, and with prior consultation with the Sole Sponsor; and
10.1.11 following the Global Offering, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Shares;.
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules and all requirements of the SEHK or the SFC or the CSRC or any Authority in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including, without limitation:
10.1.1 doing all such things as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining making all necessary Approvals and making all necessary filings Filings with the Registrar of Companies in Hong Kong, the SEHK, SEHK and the SFC, the CSRC and other Authorities, as SFC (if applicable);
10.1.3 making available for inspection at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇, legal advisers to the Company’s HK & US Counsel Company as to Hong Kong Laws, the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies in Hong Kong and Available on Displayfor Inspection” for the period and at the address stated therein;
10.1.4 using its best endeavours to procure urging that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, Agreement and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring that none of the Directors and that the relevant Director to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself himself or themselves (or through a company controlled by him/her him or them), apply to purchase Hong Kong Offer Shares either in his/her his or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring that none of the Company, Company and/or any member of the Group and/or the Controlling Shareholder, and/or any of their respective directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 10.1.7 subject to any waiver granted by the SEHK and without prejudice to Clause 10.1.510.1.4, procuring that no core connected person of the Company (as defined in the Listing Rules) and using its best endeavours commercially reasonable endeavors to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effectRules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Joint Global Coordinators (acting in such capacity for themselves and as on behalf of the Hong Kong UnderwriterUnderwriters);
10.1.8 that no preferential treatment has been, nor will be, given to any placee and its close associates by virtue of its relationship with the Company in any allocation in the placing tranche; and
10.1.9 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise);
10.1.10 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for ” other than any change that is announced disclosed in accordance with the applicable Listing Rules and the requirements will not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Stock ExchangeGroup or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and with prior consultation with regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Sole Sponsor; and
10.1.11 following the Global Offering, ensuring that it has sufficient foreign currency to meet payment Hong Kong Underwriters) of any dividends which may be declared in respect of the Shares;sanctions laws and regulations.
Appears in 1 contract
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK or SEHK, the SFC or and the CSRC or any Authority Rules in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including, but not limited to:
10.1.1 as soon as practicable, the Company will, in compliance with the Listing Rules, deliver to the SEHK the declaration substantially in the form set out in Appendix 5, Form F of the Listing Rules acceptable to the SEHK;
10.1.2 doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 10.1.3 making all necessary Approvals and Filings and obtaining all necessary Approvals and making all necessary filings with the Registrar of Companies in Hong Kong, the SEHKCSRC, the SFC, SEHK and the CSRC SFC and other relevant Governmental Authorities, including but not limited to lodging with the Stock Exchange all relevant documents, declarations and undertakings on FINI in such manner, form and time as applicablerequired under the Listing Rules and all applicable rules, procedures, terms and conditions and guidance materials of the Stock Exchange and the HKSCC;
10.1.3 10.1.4 making available for inspection on display on the website of the Stock Exchange at the offices of ▇▇▇.▇▇▇▇▇▇▇▇.▇▇ and the Company’s HK & US Counsel website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇ during a period of 14 days from the date of the Hong Kong Prospectus the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies and Available on Display – Documents Available on Display” for the period and at the address stated therein”;
10.1.4 using its best endeavours 10.1.5 complying with the Listing Rules and the CSRC Rules in relation to procure supplemental listing documents and the filing with CSRC that each may have to be issued or made in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement, listing document (as defined in the Listing Rules) or filings with the CSRC in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Overall Coordinators (for themselves and on behalf of the Hong Kong H Underwriters);
10.1.6 using its best endeavour to procure that (i) each of the Share Registrar, the HK eIPO White Form eIPO Service Provider, the Receiving Bank Banks and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form eIPO Service Provider, and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring that ; (ii) none of the Directors and that terms of the relevant Director to procure none appointments of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under Share Registrar, the Listing Rules HK eIPO White Forms Service Provider, the Receiving Banks and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to Nominee shall be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering amended without the prior written consent of the Sole Sponsor and the Sole Global Coordinator Overall Coordinators (acting for themselves and on behalf of the Hong Kong Underwriters); and (iii) at the request of the Overall Coordinators, the arrangements provided for in such capacity the Receiving Bank Agreement, the Registrar Agreement and as any agreement between the Underwriter)Company and the HK eIPO White Form Service Provider be varied and/or supplemented in the manner reasonably requested by the Overall Coordinators in case of unexpectedly high volume of applications under the Hong Kong Public Offering;
10.1.7 procuring using its best endeavour to procure that none of the Company, any member of the Group and/or the Controlling ShareholderShareholders, and/or any of their respective substantial shareholders, directors, supervisors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 without prejudice to Clause 10.1.5, using its best endeavours endeavour to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effector a waiver from compliance with the Listing Rules duly granted, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Sponsor and the Sole Bookrunner Overall Coordinators (acting in such capacity for themselves and as on behalf of the Hong Kong UnderwriterUnderwriters);
10.1.9 that no preferential treatment has been, nor will be, given to any placee or its close associates by virtue of its relationship with the Company in any allocation in the placing tranche;
10.1.10 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds” and in case of any change the Company has to consult the Sole Sponsor and such change to be in compliance with the requirements under the Listing Rules and/or the requirements of SEHK and will not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the last day for lodging applications under the Hong Kong Prospectus DatePublic Offering, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision sub-division or otherwise);
10.1.10 using , except for the change or procuring the use of all alteration in its capital structure as a result of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans Capitalization Issue and Use of Proceeds”, save for any change that is announced in accordance with the applicable Listing Rules and the requirements of the Stock Exchange, and with prior consultation with the Sole Sponsor; and
10.1.11 following the Global Offering;
10.1.12 within six months following the Listing Date, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Shares;
10.1.13 prior to publishing any press release in connection with the Global Offering, submitting drafts of such press release to the Overall Coordinators (for themselves and on behalf of the Underwriters) and the Sole Sponsor for their review; and
10.1.14 cooperating with and fully assisting, procuring members of the Group and the Controlling Shareholders, and using its best endeavor to procure their respective directors, officers, employees, affiliates, agents, advisors, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to cooperate with and fully assist in a timely manner, each of the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the CMIs, to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor overall coordinator and/or a capital market intermediary and to meet its obligations and responsibilities (including its obligations and responsibilities to provide materials, information and documents to the Stock Exchange, the SFC, the CSRC and other regulators) under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the Code of Conduct, the Listing Rules and the CSRC Rules.
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance Ordinance, the Securities and Futures Ordinance, and the Listing Rules and all applicable Laws and all requirements of the SEHK or Stock Exchange, the SFC or the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated by this Agreement and or otherwise in connection with the Global Offering, including, without limitation:
10.1.1 doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining making all necessary Approvals and making all necessary filings with the Registrar of Companies in Hong Kong, the SEHK, the Stock Exchange and SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available on display on the website of the Stock Exchange and the website of the Company and making available for inspection at the offices of the Company’s HK & US Counsel legal advisers to the Company as to Hong Kong Laws (as the case may be), the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered delivered to the Registrar of Companies in Hong Kong and Available on Displayavailable for inspection” for the period and at the address stated therein;
10.1.4 using its best endeavours to procure procuring that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, Registrar’s Agreement and the Receiving Bank Bank’s Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring that none of the Directors and that the relevant Director to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public Company and/or any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring that none of the Company, any member of the Group and/or the Controlling ShareholderEntity, and/or any of their respective substantial shareholders, directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group Entity that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.8 10.1.6 subject to any waiver granted by the Stock Exchange and without prejudice to Clause 10.1.5, using its best endeavours to procure procuring that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effectRules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected person, controlled company or nominee, it shall forthwith notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Joint Representatives (acting in such capacity and as on behalf of the Hong Kong UnderwriterUnderwriters);
10.1.7 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future plans and use of proceeds”;
10.1.8 following the Global Offering, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Class A Ordinary Shares;
10.1.9 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Global Coordinators, (for and on behalf of the Underwriters) and the Joint Sponsors;
10.1.10 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, save for the re-designation of the 200,000,000 authorized, unissued and un-designated shares of par value of US$0.00005 each of the Company as Class A Ordinary Shares on a one-for-one basis conditional and effective upon the listing of the Class A Ordinary Shares on the Stock Exchange, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision sub-division or otherwise);
10.1.10 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for any change that is announced in accordance with the applicable Listing Rules and the requirements of the Stock Exchange, and with prior consultation with the Sole Sponsor; and
10.1.11 following prior to publishing any press release in connection with the Global Offering, ensuring that it has sufficient foreign currency submitting drafts of such press release to meet payment of any dividends which may be declared in respect the Joint Global Coordinators (for themselves and on behalf of the Shares;Underwriters) and the Joint Sponsors for their review.
Appears in 1 contract
Global Offering. comply in all material respects with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance Ordinance, the Securities and Futures Ordinance, the Listing Rules and all applicable Laws and requirements of the SEHK Stock Exchange or the SFC or the CSRC or any Authority relevant governmental or regulatory bodies in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including, without limitation:
10.1.1 doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining making all necessary Approvals and making all necessary filings Filings (including the CSRC Filings) with the Registrar of Companies in Hong Kong, the SEHKStock Exchange, the SFC, SFC and the CSRC and other Authorities, as applicableCSRC;
10.1.3 making available for inspection at by electronic means as required under the offices of the Company’s HK & US Counsel Listing Rules and Companies (Winding Up and Miscellaneous Provisions) Ordinance, the documents referred to in the section of the Hong Kong Prospectus headed “Appendix V – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” for the period and at the address stated therein;
10.1.4 using its best endeavours to procure that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider, and the Receiving Bank Agreement, and all such acts and things by electronic means as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring that none of the Directors and that the relevant Director to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation from time to that effecttime;
10.1.6 10.1.4 complying in all material respects with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute issue or otherwise make available directly or indirectly to the public publish any statement, announcement, press release, material, information announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent (which shall not be unreasonably withheld or delayed) of the Sole Sponsor Joint Sponsors, the Sponsor-OCs, the Overall Coordinators and the Sole Joint Global Coordinator Coordinators (acting for themselves and on behalf of the Hong Kong Underwriters and the Capital Market Intermediaries);
10.1.5 using its best endeavours to procure the H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominees to comply in such capacity all material respects with the terms of their respective appointments under the terms of the Registrar Agreement, and the Receiving Bank Agreement;
10.1.6 using its best endeavours to procure that none of the Directors and/or the Supervisors and/or the chief executives of the Company or their respective close associates (as defined in the UnderwriterListing Rules) will himself/herself (or through a company controlled by him/her), apply to purchase Hong Kong Offer Shares either in their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation from the relevant Authority to that effect and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any of the above persons, it shall forthwith notify the Joint Sponsors, the Sponsor-OCs and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters and the Capital Market Intermediaries);
10.1.7 procuring using its best endeavours to procure that none of the Company, Company or any member of the Group and/or the Controlling Shareholder, and/or any of their respective substantial shareholders (including the Controlling Shareholders) directors, supervisors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the fortieth 40th day immediately following the Price Determination Date;
10.1.8 using its best endeavours to procure that no subscriber of the Hong Kong Offer Shares are directly or indirectly funded or backed by the Warrantors or any core connected person, or by a person acting on behalf of the Warrantors on behalf of such persons above;
10.1.9 without prejudice to Clause 10.1.510.1.6 to 10.1.8, using its best endeavours to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will himself/herself/itself (or through a company controlled by him/her/it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effectRules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected person, controlled company or nominee, it shall forthwith notify the Sole SponsorJoint Sponsors, the Sole Global Coordinator Sponsor-OCs, the Overall Coordinators and the Sole Bookrunner (acting Joint Global Coordinators unless permitted to do so under the Listing Rules and having obtained confirmations from the relevant Authority to that effect;
10.1.10 that no preferential treatment has been, nor will be, given to any placee and its associates by virtue of its relationship with the Company in such capacity any allocation in the placing tranche;
10.1.11 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in a legal compliance manner and as specified in the Hong Kong Underwriter)section of the Prospectus headed “Future Plans and Use of Proceeds” unless otherwise in compliance with the applicable rules required by the Stock Exchange, and will not, directly or indirectly, use such proceeds in a manner that will result in a violation of any sanctions Laws and regulations that are applicable to the Group;
10.1.9 10.1.12 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) 30th Business Day after the last day for lodging applications under the Hong Kong Prospectus DatePublic Offering, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) save for conversion of Domestic Shares into H Shares, and the Offer Shares and Option Shares to be issued and allotted following the completion of the Global Offering, changing or altering its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, subdivision sub-division or otherwise);
10.1.10 using or procuring 10.1.13 for the use six months from the date of all this Agreement, prior to publishing any press release in connection with the Global Offering, submitting drafts of such press release to the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators and the Joint Global Coordinators (for themselves and on behalf of the net proceeds received Underwriters and the Capital Market Intermediaries) for their review and obtaining their prior written consent for such publication (whose consent shall not be unreasonably withheld or delayed); and
10.1.14 cooperating with and fully assisting, and using reasonable endeavours to procure members of the Group, the Controlling Shareholder(s), and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountant, auditors, legal counsels and other relevant parties engaged by it pursuant to the Company in connection with the Global Offering strictly to cooperate with and fully assist in a timely manner, each of the manner specified in Joint Sponsors, the section of Sponsor-OCs, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for any change that is announced in accordance with the applicable Listing Rules Underwriters and the requirements of Capital Market Intermediaries, to (i) meet its obligations and responsibilities to provide materials, information and documents to the Stock Exchange, the SFC and with prior consultation with the Sole CSRC and other regulators under the Code of Conduct (including without limitation all materials and information as specified under paragraph 21, in particular paragraph 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix 6 thereof) and the CSRC Rules; and (ii) facilitate its performance of its duties, as the case may be, as a sponsor, a Sponsor; and
10.1.11 following the Global Offering-OCs, ensuring that it has sufficient foreign currency an overall coordinator, a joint global coordinator, a joint bookrunner, a joint lead manager an underwriter and/or a capital market intermediary and to meet payment its obligations and responsibilities under all applicable Laws, regulations, rules and regulatory requirements (whether having the force of any dividends which may be declared law or otherwise) from time to time in respect force, including, without limitation, the Code of Conduct, the Shares;Listing Rules, the CSRC Rules.
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement
Global Offering. comply in a timely manner with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up WUMP) Ordinance, the Securities and Miscellaneous Provisions) Ordinance and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK or SEHK, the SFC or SFC, the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated by under this Agreement and or otherwise in connection with the Global Offering, including, without limitation:
10.1.1 complying in all material respects with the terms and conditions of the Global Offering and, in particular, its obligation to allot and issue the Hong Kong Offer Shares to successful applicants under the Hong Kong Public Offering and, if any of the Hong Kong Offer Shares falls to be taken up pursuant to Clause 4.6, to the applicants under Clauses 4.9 and 4.10, respectively;
10.1.2 as soon as practicable following announcement of the basis of allotment of the Hong Kong Offer Shares, causing definitive H Share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applicants or, as the case may be, procuring that the H Share certificates in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC for credit to the stock accounts of such HKSCC participant(s) as may be specified for such purpose by or on behalf of the relevant applicant and procuring that the names of the successful applicants (or, where appropriate, HKSCC Nominees Limited) shall be entered in the register of members of the Company accordingly (without payment of any registration fee);
10.1.3 doing all such things (including but not limited to providing all such information and paying all such fees) as are reasonably necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 10.1.4 obtaining and/or making all necessary Approvals and making all necessary filings Filings (including the CSRC Filings) with the Registrar of Companies in Hong Kong, the SEHK, the SFC, the CSRC and any other relevant Authorities, as applicable;
10.1.3 10.1.5 making available for inspection at display on the offices websites of the Company’s HK & US Counsel SEHK at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇ and the Company at ▇▇▇.▇▇▇▇▇▇▇-▇▇▇▇▇.▇▇▇ up to and including the date which is 14 days from the date of the Hong Kong Prospectus, the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VIII – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period and at in the address manner stated therein;
10.1.4 10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and whose consent shall not be unreasonably withheld or delayed;
10.1.7 using its best reasonable endeavours to procure that each of the Hong Kong H Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company Agreement and the Receiving Bank Agreement and that none of the terms of the appointments of the H Share Registrar, White Form eIPO Service Provider, and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated hereinNominee shall be amended without the prior written consent of the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and whose consent shall not be unreasonably withheld or delayed;
10.1.5 10.1.8 procuring that none of the Directors and that the relevant Director to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase subscribe for Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation 10.1.9 using its best endeavours to supplemental listing documents procure that may have to be issued in respect none of the Global Offering and further agrees not to make, issue, publish, distribute Company or otherwise make available directly or indirectly to any member of the public Group and/or the Warranting Shareholders and/or any statement, announcement, press release, material, information or listing document of their respective substantial shareholders (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring that none of the Company, any member of the Group and/or the Controlling Shareholderdirectors, and/or any of their respective directorssupervisors, officers, employees, affiliates and/or agents, agents shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward forward- looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the fortieth 40th day immediately following the Price Determination Date;
10.1.8 10.1.10 without prejudice to Clause 10.1.510.1.8, using its best endeavours to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effector with a waiver from compliance with the Listing Rules duly granted, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected of the above person, controlled company or nominee, it shall forthwith as soon as practicable notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Overall Coordinators (acting in such capacity for themselves and as on behalf of the Hong Kong UnderwriterUnderwriters);
10.1.9 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise);
10.1.10 10.1.11 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”, save for ” other than any change that is announced in accordance respect of which the Company has complied with any applicable requirements of the applicable Listing Rules and the or other requirements of the Stock Exchange;
10.1.12 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, and with prior consultation with the Sole Sponsor; andnot declaring, paying or otherwise making any dividend or distribution of any kind on its share capital;
10.1.11 10.1.13 following the Global OfferingListing Date, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.14 procuring, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreements, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants published by the SEHK; and
10.1.15 cooperating with and fully assisting, and using its best endeavours to procure members of the Group and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to cooperate with and fully assist in a timely manner, each of the Joint Sponsors and the Underwriting Parties, to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable Laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;
10.1.16 giving every assistance, and using its best endeavours to procure the members of the Group and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the Stock Exchange, the SFC, the CSRC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof) and the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules; and
10.1.17 that no preferential treatment has been, nor will be, given to any placee and its close associates by virtue of its relationship with the Company in any allocation in the placing tranche.
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement