Common use of Hong Kong Public Offering Clause in Contracts

Hong Kong Public Offering. The Company undertakes to the Overall Coordinators that it shall, comply in a timely manner with the terms and conditions of the Share Offer and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMP) Ordinance, the Securities and Futures Ordinance, and the Listing Rules and all requirements of the Stock Exchange or the SFC or any other Authority and all applicable Laws in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Share Offer, including but without limitation to: 9.1.1 doing all such acts and things as are necessary to ensure that Admission occurs and is not subsequently withdrawn, cancelled or revoked; 9.1.2 making all necessary Approvals and Filings with the Registrar of Companies in Hong Kong and the Stock Exchange; 9.1.3 making available on display the documents referred to in the section headed "Documents Available on Display" in Appendix IIIA to the Hong Kong Prospectus for the period stated therein; 9.1.4 complying with the Listing Rules in relation to supplemental prospectuses that may have to be issued in respect of the Share Offer 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 prospectus in relation to the Share Offer without the prior written consent of the Overall Coordinators (such consent not being reasonably withheld); 9.1.5 furnishing to the Overall Coordinators copies of the amendment or supplement to the Hong Kong Prospectus, if any, signed by an authorised officer of the Company and additional copies of the prospectus in such quantities as the Overall Coordinators may from time-to-time reasonably request; 9.1.6 complying with the Stock Exchange's rules, guidance or other regulatory requirements to publish and disseminate to the public, under certain circumstances, information affecting the information contained in the Hong Kong Prospectus and announce by way of press announcement any such information required by the Stock Exchange to be published and disseminated to the public, provided that no such press announcement shall be issued by the Company without having been submitted to the Overall Coordinators for their review 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; 9.1.7 using its reasonable endeavours to procure that (a) the Hong Kong Registrar and the White Form eIPO Service Provider will comply in all respects with the terms of their appointment, (b) each of the Receiving Bank and the Nominee will comply in all respects with the terms of their respective appointments under the terms of the Receiving Bank Agreement, and (c) each of the Hong Kong Registrar, White Form eIPO Service Provider, the Receiving Bank and the Nominee will do all such acts and things as may be reasonably required to be done by it in connection with the Share Offer and the transactions contemplated in this Agreement (including any reasonable instructions or requests from the Overall Coordinators); 9.1.8 using its reasonable endeavours to procure that the Hong Kong Registrar will perform its obligations in connection with the White Form eIPO Service and comply with the agreement between themselves, all applicable Laws (including the Guidelines for Electronic Public Offerings published by the SFC and the Operational Procedures for eIPO Applications Submitted via Banks/Stockbrokers issued by the Federation of Share Registrars Limited) and any reasonable instructions from the Overall Coordinators in connection with the White Form eIPO Service; 9.1.9 at the request of the Overall Coordinators, using its reasonable efforts to procure that the arrangements provided for in the Receiving Bank Agreement be varied and/or supplemented in the manner requested by the Overall Coordinators in case of an unexpectedly high volume of applications under the Hong Kong Public Offering; and 9.1.10 not providing, procuring each Group Company and/or any of their respective directors, officers, Affiliates or agents not to provide any material information, including forward-looking information (whether qualitative or quantitative), which is not reasonably expected to be included in the Offering Documents and which is not publicly available to any research analyst of the Overall Coordinators and of each of the Underwriters at any time up to or on the date falling 40 days after the Price Determination Date;