RESTRICTIONS ON THE INVESTOR. 对投资者的限制 5.1 Subject to clause 5.2, the Investor for itself and on behalf of its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) agrees, covenants with and undertakes to the Company, the Sponsor-Overall Coordinators and the Joint Sponsors that without the prior written consent of each of the Company, the Sponsor-Overall Coordinators and the Joint Sponsors, the Investor and its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) will not, whether directly or indirectly, at any time during the period commencing from (and inclusive of) the Listing Date and ending on (and inclusive of) the date falling six (6) months after the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares, including any security that is convertible, exchangeable, exercisable or represents a right to receive the above securities, or agrees, enters into an agreement or publicly announces an intention to enter into such a transaction; (ii) allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial owner; or (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transactions; and in the event of a disposal (or an agreement or contract, or an announcement of an intention, for a disposal) of any Relevant Shares within six months after the Lock-up Period, the Investor will notify the Company, the Sponsor-Overall Coordinators and the Joint Sponsors in writing prior to the proposed disposal and will ensure that such disposal will comply with all applicable Laws and will take reasonable steps to ensure that the disposal will not create a disorderly and false market in the Shares of the Company. 按照第5.2条，投资者（为其自身及代表其全资附属公司（倘投资者股份由该全 资附属公司持有））与本公司、保荐人-整体协调人及联席保荐人达成一致、订 立契诺并承诺，未经本公司、保荐人-整体协调人及联席保荐人各自的事先书面 同意，自上市日期（包括该日）起至上市日期后六(6)个月当日（包括该日）止期间（“禁售期”）内的任何时间，投资者及其全资附属公司（倘投资者股份 由该全资附属公司持有）不会直接或间接地(i)以任何方式处置任何相关股份或 持有任何相关股份的任何公司或实体中的任何权益，包括任何可转换、可交换、可行使的证券或代表可收取上述证券的权利，或同意或订约订立或公开宣布有 意订立此类交易；(ii)允许其自身在其最终实益拥有人层面发生控制权改变（其 定义见证监会颁布的《公司收购、合并及股份回购守则》）；或(iii)直接或间接 地达成与任何上述交易具有相同经济效果的交易；及如果在禁售期后的六个月内出售任何相关股份（或签订协议或合同，或宣布出售意向），投资者将在拟议出售前书面通知本公司、保荐人-整体协调人及联席保荐人，并确保该出售遵守所有适用法律，及采取一切合理措施，以确保该出售将不会导致本公司股份市场出现混乱及造成虚假市场。 5.2 Nothing contained in clause 5.1 shall prevent the Investor from transferring all or part of the Relevant Shares to any wholly-owned subsidiary of the Investor, provided that, in all cases: 第5.1 条的任何规定不得阻止投资者将全部或部分相关股份转让予投资者的任何全资附属公司，前提是，在所有情况下： (a) prior to such transfer, such wholly-owned subsidiary gives a written undertaking (addressed to and in favor of the Company, the Sponsor-Overall Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor undertakes to procure that such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions; 在此类转让之前，该全资附属公司须发出按本公司、保荐人-整体协调人及联席保荐人信纳的条款作出及致彼等并以彼等为受益人的书面承诺，表示同意受让且投资者承诺促致该全资附属公司将受本协议下投资者义务的约束，包括本第5 条载列的对投资者的限制，犹如该全资附属公司本身受上述义务和限制的规限； (b) such wholly-owned subsidiary shall be deemed to have given the same acknowledgements, confirmations, undertakings, representations, warranties and undertakings as provided in clause 6; 该全资附属公司应被视为已作出第6 条规定的相同承认、确认、承诺、陈述、保证及承诺； (c) the Investor and such wholly-owned subsidiary of the Investor shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; 投资者及其该全资附属公司就彼等持有的所有相关股份被视为投资者，并须共同及个别承担本协议施加的所有责任及义务； (d) if at any time prior to expiration of the Lock-up Period, such wholly-owned subsidiary ceases or will cease to be a wholly-owned subsidiary of the Investor, it shall (and the Investor shall procure that such subsidiary shall) immediately, and in any event before ceasing to be a wholly-owned subsidiary of the Investor, fully and effectively transfer the Relevant Shares it holds to the Investor or another wholly-owned subsidiary of the Investor, which shall give or be procured by the Investor to give a written undertaking (addressed to and in favour of the Company, the Sponsor-Overall Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor shall undertake to procure such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor and gives the same acknowledgements, confirmations, undertakings, representations, warranties and undertakings hereunder, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; and 如果在禁售期届满前的任何时间，该全资附属公司不再或将不再作为投资者的全资附属公司，则其必须（且投资者须促致该附属公司须）立即且任何情况下于不再作为投资者的全资附属公司之前，将其持有的相关股份全数及有效地转让予投资者或投资者的另一家全资附属公司，其亦将需要按本公司、保荐人-整体协调人及联席保荐人信纳的条款作出或投资者促致其作出及致彼等的书面承诺，表示同意(且投资者须促致该全资附属公司)将受本协议下投资者义务的约束，包括本协议第5 条载列的对投资者限制并作出本协议项下的相同承认、确认、承诺、陈述、保证及承诺，犹如该全资附属公司本身须受限于该等义务和限制，并共同及个别承担本协议施加的一切责任及义务；及 (e) such wholly-owned subsidiary is (A) a QIB or (B) (i) not and until the completion of the Global Offering, will not be a U.S. Person; (ii) and will be located outside the United States and (iii) acquiring or will acquire the Relevant Shares in an offshore transaction in reliance on Regulation S under the Securities Act. 该全资附属公司(A)是合格机构买家或(B)(i)目前及直至全球发售完成时不是美国人士；(ii)及将来位于美国境外且(iii)按照证券法S 规例在境外交易中购买或将购买相关股份。 5.3 The Investor agrees and undertakes that, except with the prior written consent of the Company, the Sponsor-Overall Coordinators and the Joint Sponsors, the aggregate holding (direct and indirect) of the Investor and its close associates in the total issued share capital of the Company shall be less than 10% (or such other percentage as provided in the Listing Rules from time to time for the definition of “substantial shareholder”) of the Company’s entire issued share capital. 投资者同意并承诺，除了获得本公司、保荐人-整体协调人及联席保荐人的事先书面同意外，投资者及其紧密联系人于本公司已发行股本总额中的持股总额 （直接或间接）始终低于本公司全部已发行股本的 10%（或上市规则中为界定 “主要股东”而不时规定的其他百分比）。 5.4 The Investor agrees that the Investor’s holding of the Company’s share capital is on a proprietary investment basis, and to, upon reasonable request by the Company, the Sponsor-Overall Coordinators and/or the Joint Sponsors, provide reasonable evidence to the Company, the Sponsor-Overall Coordinators and the Joint Sponsors showing that the Investor’s holding of the Company’s share capital is on a proprietary investment basis. The Investor shall not and shall procure that none of its controlling shareholder(s), associates and its beneficial owners shall, apply for or place an order through the book building process for Shares in the Global Offering (other than the Investor Shares) or make an application for Shares in the Hong Kong Public Offering. 投资者同意其持有本公司股本是以自有资金投资为基础并且经本公司、保荐人- 整体协调人及／或联席保荐人合理要求后，向本公司、保荐人-整体协调人及联 席保荐人提供合理证据，表明投资者持有本公司股本是以自有资金投资为基础。投资者不得且须促致其控股股东、联系人及其实益所有人均不得通过询价圈购 申请或下单购买全球发售下的股份（投资者股份除外）或申请认购香港公开发 售下的股份。 5.5 The Investor and its affiliates, directors, supervisors, officers, employees or agents have not accepted or entered into, and shall not enter into any arrangement or agreement, including but not limited to, any side letter, which is inconsistent with, or in contravention of, the Listing Rules (including Chapter 4.15 of the Listing Guide (as updated or amended from time to time) or written guidance published by the Hong Kong regulators) with the Company, the single largest shareholder of the Company, any other member of the Group or their respective affiliates, directors, supervisors, officers, employees or agents. 投资者及其联属人士、董事、监事、高级管理人员、雇员或代理人没有接受或签订，且不得与本公司、本公司单一最大股东、本集团任何成员公司或其各自联属人士、董事、监事、高级管理人员、雇员或代理人签订违背或违反上市规则（包括上市指南第 4.15 章（经不时更新或修订）或香港监管机构发布的书面指引）的任何安排或协议（包括但不限于任何附函）。 5.6 The Investor will be using internal resources, without obtaining external financing, to finance its subscription and/or acquisition of the Investor Shares. 在没有外部融资的情况下，投资者将利用内部资源为认购投资者股份提供资金。
Appears in 1 contract
Sources: Investment Agreement
RESTRICTIONS ON THE INVESTOR. 对投资者的限制
5.1 Subject to clause 5.2, the Investor for itself and on behalf of its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) agrees, covenants with and undertakes to the Company, the Sponsor-Joint Sponsors and the Overall Coordinators and the Joint Sponsors that (a) without the prior written consent of each of the Company, the Sponsor-Overall Coordinators Joint Sponsors and the Joint SponsorsOverall Coordinators, the Investor and its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) will not, and will cause its affiliate not to, whether directly or indirectly, at any time during the period commencing from (and inclusive of) the Listing Date and ending on (and inclusive of) the date falling six (6) months after the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares, including any security securities convertible into or exchangeable or exercisable for or that is convertible, exchangeable, exercisable or represents a represent the right to receive any of the above foregoing securities, or agrees, enters into an agreement or publicly announces an intention to enter into such a transaction; (ii) allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial owner; or (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transactionstransaction; or (iv) agree or contract to, or publicly announce any intention to, enter into any such transaction described in (i), (ii) and (iii), and (b) in the event of a disposal (or an agreement or contract, or an announcement of an intention, for a disposal) of any Relevant Shares within six months at any time after the Lock-up Period, the Investor will notify the Company, the Sponsor-Joint Sponsors and the Overall Coordinators and the Joint Sponsors in writing prior to the proposed disposal and will ensure that such disposal will comply with all applicable Laws Laws. Subject to the above paragraph, the Company, the Joint Sponsors and will take the Overall Coordinators acknowledge that, after the expiry of the Lock-up Period, the Investor shall be free to dispose of any Relevant Shares, provided that the Investor shall use all reasonable steps endeavors to ensure that the any such disposal will not create a disorderly and or false market in the Shares and is otherwise in compliance with all applicable Laws and regulations and rules of securities exchanges of all competent jurisdictions, including but not limited to the Company. 按照第5.2条，投资者（为其自身及代表其全资附属公司（倘投资者股份由该全 资附属公司持有））与本公司、保荐人-整体协调人及联席保荐人达成一致、订 立契诺并承诺，未经本公司、保荐人-整体协调人及联席保荐人各自的事先书面 同意，自上市日期（包括该日）起至上市日期后六(6)个月当日（包括该日）止期间（“禁售期”）内的任何时间，投资者及其全资附属公司（倘投资者股份 由该全资附属公司持有）不会直接或间接地(i)以任何方式处置任何相关股份或 持有任何相关股份的任何公司或实体中的任何权益，包括任何可转换、可交换、可行使的证券或代表可收取上述证券的权利，或同意或订约订立或公开宣布有 意订立此类交易；(ii)允许其自身在其最终实益拥有人层面发生控制权改变（其 定义见证监会颁布的《公司收购、合并及股份回购守则》）；或(iii)直接或间接 地达成与任何上述交易具有相同经济效果的交易；及如果在禁售期后的六个月内出售任何相关股份（或签订协议或合同，或宣布出售意向），投资者将在拟议出售前书面通知本公司、保荐人-整体协调人及联席保荐人，并确保该出售遵守所有适用法律，及采取一切合理措施，以确保该出售将不会导致本公司股份市场出现混乱及造成虚假市场。Listing Rule, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Companies Ordinance and the SFO.
5.2 Nothing contained in clause 5.1 shall prevent the Investor from transferring all or part of the Relevant Shares to any wholly-owned subsidiary of the Investor, provided that, in all cases:
第5.1 条的任何规定不得阻止投资者将全部或部分相关股份转让予投资者的任何全资附属公司，前提是，在所有情况下：
(a) no less than five (5) business days’ prior written notice of such transfer is provided to such transferthe Company, the Joint Sponsors and the Overall Coordinators, which contains the identity of such wholly-owned subsidiary gives a written undertaking (addressed and such evidence, to and in favor the satisfaction of the Company, the Sponsor-Joint Sponsors, the Overall Coordinators and Coordinators, to prove that the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor undertakes to procure that such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions; 在此类转让之前，该全资附属公司须发出按本公司、保荐人-整体协调人及联席保荐人信纳的条款作出及致彼等并以彼等为受益人的书面承诺，表示同意受让且投资者承诺促致该全资附属公司将受本协议下投资者义务的约束，包括本第5 条载列的对投资者的限制，犹如该全资附属公司本身受上述义务和限制的规限；
(b) such wholly-owned subsidiary shall be deemed to have given the same acknowledgements, confirmations, undertakings, representations, warranties and undertakings as provided in clause 6; 该全资附属公司应被视为已作出第6 条规定的相同承认、确认、承诺、陈述、保证及承诺；
(c) the Investor and such wholly-owned subsidiary of the Investor shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; 投资者及其该全资附属公司就彼等持有的所有相关股份被视为投资者，并须共同及个别承担本协议施加的所有责任及义务；
(d) if at any time prior to expiration of the Lock-up Period, such wholly-owned subsidiary ceases or will cease to be prospective transferee is a wholly-owned subsidiary of the Investor, it shall (and the Investor shall procure that such subsidiary shall) immediately, and in any event before ceasing to be a wholly-owned subsidiary of the Investor, fully and effectively transfer the Relevant Shares it holds to the Investor or another wholly-owned subsidiary of the Investor, which shall give or be procured by the Investor to give a written undertaking (addressed to and in favour of the Company, the Sponsor-Overall Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor shall undertake to procure such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor and gives the same acknowledgements, confirmations, undertakings, representations, warranties and undertakings hereunder, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; and 如果在禁售期届满前的任何时间，该全资附属公司不再或将不再作为投资者的全资附属公司，则其必须（且投资者须促致该附属公司须）立即且任何情况下于不再作为投资者的全资附属公司之前，将其持有的相关股份全数及有效地转让予投资者或投资者的另一家全资附属公司，其亦将需要按本公司、保荐人-整体协调人及联席保荐人信纳的条款作出或投资者促致其作出及致彼等的书面承诺，表示同意(且投资者须促致该全资附属公司)将受本协议下投资者义务的约束，包括本协议第5 条载列的对投资者限制并作出本协议项下的相同承认、确认、承诺、陈述、保证及承诺，犹如该全资附属公司本身须受限于该等义务和限制，并共同及个别承担本协议施加的一切责任及义务；及
(e) such wholly-owned subsidiary is (A) a QIB or (B) (i) not and until the completion of the Global Offering, will not be a U.S. Person; (ii) and will be located outside the United States and (iii) acquiring or will acquire the Relevant Shares in an offshore transaction in reliance on Regulation S under the Securities Act. 该全资附属公司(A)是合格机构买家或(B)(i)目前及直至全球发售完成时不是美国人士；(ii)及将来位于美国境外且(iii)按照证券法S 规例在境外交易中购买或将购买相关股份。
5.3 The Investor agrees and undertakes that, except with the prior written consent of the Company, the Sponsor-Overall Coordinators and the Joint Sponsors, the aggregate holding (direct and indirect) of the Investor and its close associates in the total issued share capital of the Company shall be less than 10% (or such other percentage as provided in the Listing Rules from time to time for the definition of “substantial shareholder”) of the Company’s entire issued share capital. 投资者同意并承诺，除了获得本公司、保荐人-整体协调人及联席保荐人的事先书面同意外，投资者及其紧密联系人于本公司已发行股本总额中的持股总额 （直接或间接）始终低于本公司全部已发行股本的 10%（或上市规则中为界定 “主要股东”而不时规定的其他百分比）。
5.4 The Investor agrees that the Investor’s holding of the Company’s share capital is on a proprietary investment basis, and to, upon reasonable request by the Company, the Sponsor-Overall Coordinators and/or the Joint Sponsors, provide reasonable evidence to the Company, the Sponsor-Overall Coordinators and the Joint Sponsors showing that the Investor’s holding of the Company’s share capital is on a proprietary investment basis. The Investor shall not and shall procure that none of its controlling shareholder(s), associates and its beneficial owners shall, apply for or place an order through the book building process for Shares in the Global Offering (other than the Investor Shares) or make an application for Shares in the Hong Kong Public Offering. 投资者同意其持有本公司股本是以自有资金投资为基础并且经本公司、保荐人- 整体协调人及／或联席保荐人合理要求后，向本公司、保荐人-整体协调人及联 席保荐人提供合理证据，表明投资者持有本公司股本是以自有资金投资为基础。投资者不得且须促致其控股股东、联系人及其实益所有人均不得通过询价圈购 申请或下单购买全球发售下的股份（投资者股份除外）或申请认购香港公开发 售下的股份。
5.5 The Investor and its affiliates, directors, supervisors, officers, employees or agents have not accepted or entered into, and shall not enter into any arrangement or agreement, including but not limited to, any side letter, which is inconsistent with, or in contravention of, the Listing Rules (including Chapter 4.15 of the Listing Guide (as updated or amended from time to time) or written guidance published by the Hong Kong regulators) with the Company, the single largest shareholder of the Company, any other member of the Group or their respective affiliates, directors, supervisors, officers, employees or agents. 投资者及其联属人士、董事、监事、高级管理人员、雇员或代理人没有接受或签订，且不得与本公司、本公司单一最大股东、本集团任何成员公司或其各自联属人士、董事、监事、高级管理人员、雇员或代理人签订违背或违反上市规则（包括上市指南第 4.15 章（经不时更新或修订）或香港监管机构发布的书面指引）的任何安排或协议（包括但不限于任何附函）。
5.6 The Investor will be using internal resources, without obtaining external financing, to finance its subscription and/or acquisition of the Investor Shares. 在没有外部融资的情况下，投资者将利用内部资源为认购投资者股份提供资金。the
Appears in 1 contract
Sources: Cornerstone Investment Agreement
RESTRICTIONS ON THE INVESTOR. 对投资者的限制
5.1 Subject to clause 5.2, the Investor for itself and on behalf of its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) agrees, covenants with and undertakes to the Company, the Sponsor-Overall Coordinators and the Joint Sponsors that without the prior written consent of each of the Company, the Sponsor-Overall Coordinators and the Joint Sponsors, the Investor and its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) will not, whether directly or indirectly, at any time during the period commencing from (and inclusive of) the Listing Date and ending on (and inclusive of) the date falling six (6) months after the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares, including any security that is convertible, exchangeable, exercisable or represents a right to receive the above securities, or agrees, enters into an agreement or publicly announces an intention to enter into such a transaction; (ii) allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial owner; or (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transactions; and in the event of a disposal (or an agreement or contract, or an announcement of an intention, for a disposal) of any Relevant Shares within six months after the Lock-up Period, the Investor will notify the Company, the Sponsor-Overall Coordinators and the Joint Sponsors in writing prior to the proposed disposal and will ensure that such disposal will comply with all applicable Laws and will take reasonable steps to ensure that the disposal will not create a disorderly and false market in the Shares of the Company. 按照第5.2条，投资者（为其自身及代表其全资附属公司（倘投资者股份由该全 资附属公司持有））与本公司、保荐人按照第5.2条，投资者（为其自身及代表其全资附属公司（倘投资者股份由该全资附属公司持有））与本公司、保荐人-整体协调人及联席保荐人达成一致、订 立契诺并承诺，未经本公司、保荐人整体协调人及联席保荐人达成一致、订立契诺并承诺，未经本公司、保荐人-整体协调人及联席保荐人各自的事先书面 同意，自上市日期（包括该日）起至上市日期后六(6)个月当日（包括该日）止期间（“禁售期”）内的任何时间，投资者及其全资附属公司（倘投资者股份 由该全资附属公司持有）不会直接或间接地(i)以任何方式处置任何相关股份或 持有任何相关股份的任何公司或实体中的任何权益，包括任何可转换、可交换、可行使的证券或代表可收取上述证券的权利，或同意或订约订立或公开宣布有 意订立此类交易；(ii)允许其自身在其最终实益拥有人层面发生控制权改变（其 定义见证监会颁布的《公司收购、合并及股份回购守则》）；或(iii)直接或间接 地达成与任何上述交易具有相同经济效果的交易；及如果在禁售期后的六个月内出售任何相关股份（或签订协议或合同，或宣布出售意向），投资者将在拟议出售前书面通知本公司、保荐人地达成与任何上述交易具有相同经济效果的交易；及如果在禁售期后的六个月 内出售任何相关股份（或签订协议或合同，或宣布出售意向），投资者将在拟 议出售前书面通知本公司、保荐人-整体协调人及联席保荐人，并确保该出售遵守所有适用法律，及采取一切合理措施，以确保该出售将不会导致本公司股份市场出现混乱及造成虚假市场整体协调人及联席保荐人，并确保该出售遵 守所有适用法律，及采取一切合理措施，以确保该出售将不会导致本公司股份 市场出现混乱及造成虚假市场。
5.2 Nothing contained in clause 5.1 shall prevent the Investor from transferring all or part of the Relevant Shares to any wholly-owned subsidiary of the Investor, provided that, in all cases:
第5.1 条的任何规定不得阻止投资者将全部或部分相关股份转让予投资者的任何全资附属公司，前提是，在所有情况下：
(a) prior to such transfer, such wholly-owned subsidiary gives a written undertaking (addressed to and in favor of the Company, the Sponsor-Overall Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor undertakes to procure that such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions; 在此类转让之前，该全资附属公司须发出按本公司、保荐人-整体协调人及联席保荐人信纳的条款作出及致彼等并以彼等为受益人的书面承诺，表示同意受让且投资者承诺促致该全资附属公司将受本协议下投资者义务的约束，包括本第5 条载列的对投资者的限制，犹如该全资附属公司本身受上述义务和限制的规限；
(b) such wholly-owned subsidiary shall be deemed to have given the same acknowledgements, confirmations, undertakings, representations, warranties and undertakings as provided in clause 6; 该全资附属公司应被视为已作出第6 条规定的相同承认、确认、承诺、陈述、保证及承诺；
(c) the Investor and such wholly-owned subsidiary of the Investor shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; 投资者及其该全资附属公司就彼等持有的所有相关股份被视为投资者，并须共同及个别承担本协议施加的所有责任及义务；
(d) if at any time prior to expiration of the Lock-up Period, such wholly-owned subsidiary ceases or will cease to be a wholly-owned subsidiary of the Investor, it shall (and the Investor shall procure that such subsidiary shall) immediately, and in any event before ceasing to be a wholly-owned subsidiary of the Investor, fully and effectively transfer the Relevant Shares it holds to the Investor or another wholly-owned subsidiary of the Investor, which shall give or be procured by the Investor to give a written undertaking (addressed to and in favour of the Company, the Sponsor-Overall Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor shall undertake to procure such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor and gives the same acknowledgements, confirmations, undertakings, representations, warranties and undertakings hereunder, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; and 如果在禁售期届满前的任何时间，该全资附属公司不再或将不再作为投资者的全资附属公司，则其必须（且投资者须促致该附属公司须）立即且任何情况下于不再作为投资者的全资附属公司之前，将其持有的相关股份全数及有效地转让予投资者或投资者的另一家全资附属公司，其亦将需要按本公司、保荐人-整体协调人及联席保荐人信纳的条款作出或投资者促致其作出及致彼等的书面承诺，表示同意(且投资者须促致该全资附属公司)将受本协议下投资者义务的约束，包括本协议第5 条载列的对投资者限制并作出本协议项下的相同承认、确认、承诺、陈述、保证及承诺，犹如该全资附属公司本身须受限于该等义务和限制，并共同及个别承担本协议施加的一切责任及义务；及
(e) such wholly-owned subsidiary is (A) a QIB or (B) (i) not and until the completion of the Global Offering, will not be a U.S. Person; (ii) and will be located outside the United States and (iii) acquiring or will acquire the Relevant Shares in an offshore transaction in reliance on Regulation S under the Securities Act. 该全资附属公司(A)是合格机构买家或(B)(i)目前及直至全球发售完成时不是美国人士；(ii)及将来位于美国境外且(iii)按照证券法S 该全资附属公司 (A) 是合格机构买家或(B)(i)目前及直至全球发售完成时不是美国人士； (ii)及将来位于美国境外且(iii)按照证券法 S 规例在境外交易中购买或将购买相关股份。
5.3 The Investor agrees and undertakes that, except with the prior written consent of the Company, the Sponsor-Overall Coordinators and the Joint Sponsors, the aggregate holding (direct and indirect) of the Investor and its close associates in the total issued share capital of the Company shall be less than 10% (or such other percentage as provided in the Listing Rules from time to time for the definition of “substantial shareholder”) of the Company’s entire issued share capital. 投资者同意并承诺，除了获得本公司、保荐人-整体协调人及联席保荐人的事先书面同意外，投资者及其紧密联系人于本公司已发行股本总额中的持股总额 （直接或间接）始终低于本公司全部已发行股本的 10%（或上市规则中为界定 “主要股东”而不时规定的其他百分比）。
5.4 The Investor agrees that the Investor’s holding of the Company’s share capital is on a proprietary investment basis, and to, upon reasonable request by the Company, the Sponsor-Overall Coordinators and/or the Joint Sponsors, provide reasonable evidence to the Company, the Sponsor-Overall Coordinators and the Joint Sponsors showing that the Investor’s holding of the Company’s share capital is on a proprietary investment basis. The Investor shall not and shall procure that none of its controlling shareholder(s), associates and its beneficial owners shall, apply for or place an order through the book building process for Shares in the Global Offering (other than the Investor Shares) or make an application for Shares in the Hong Kong Public Offering. 投资者同意其持有本公司股本是以自有资金投资为基础并且经本公司、保荐人- 整体协调人及／或联席保荐人合理要求后，向本公司、保荐人-整体协调人及联 席保荐人提供合理证据，表明投资者持有本公司股本是以自有资金投资为基础。投资者不得且须促致其控股股东、联系人及其实益所有人均不得通过询价圈购 申请或下单购买全球发售下的股份（投资者股份除外）或申请认购香港公开发 售下的股份。
5.5 The Investor and its affiliates, directors, supervisors, officers, employees or agents have not accepted or entered into, and shall not enter into any arrangement or agreement, including but not limited to, any side letter, which is inconsistent with, or in contravention of, the Listing Rules (including Chapter 4.15 of the Listing Guide (as updated or amended from time to time) or written guidance published by the Hong Kong regulators) with the Company, the single largest shareholder of the Company, any other member of the Group or their respective affiliates, directors, supervisors, officers, employees or agents. 投资者及其联属人士、董事、监事、高级管理人员、雇员或代理人没有接受或签订，且不得与本公司、本公司单一最大股东、本集团任何成员公司或其各自联属人士、董事、监事、高级管理人员、雇员或代理人签订违背或违反上市规则（包括上市指南第 4.15 章（经不时更新或修订）或香港监管机构发布的书面指引）的任何安排或协议（包括但不限于任何附函）。
5.6 The Investor will be using internal resources, without obtaining external financing, to finance its subscription and/or acquisition of the Investor Shares. 在没有外部融资的情况下，投资者将利用内部资源为认购投资者股份提供资金。
Appears in 1 contract
Sources: Investment Agreement
RESTRICTIONS ON THE INVESTOR. 对投资者的限制
5.1 Subject to clause 5.2, the Investor for itself and on behalf of its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) agrees, covenants with and undertakes to the Company, the Sponsor-Joint Sponsors and the Overall Coordinators and the Joint Sponsors that without the prior written consent of each of the Company, the Sponsor-Overall Coordinators Joint Sponsors and the Joint SponsorsOverall Coordinators, the Investor and its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) will not, and will cause its affiliates not to, whether directly or indirectly, at any time during the period commencing from of nine (and inclusive of) the Listing Date and ending on (and inclusive of) the date falling six (69) months after from the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares, including any security securities convertible into or exchangeable or exercisable for or that is convertible, exchangeable, exercisable or represents a represent the right to receive any of the above forgoing securities, or agrees, enters into an agreement or publicly announces an intention to enter into such a transaction; (ii) allow itself to undergo a change of control (as defined in The Codes the Hong Kong Code on Takeovers and Mergers and Share Buy-backs promulgated by the SFCMergers) at the level of its ultimate beneficial owner; or (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transactions; and or (iv) agree or contract to, or publicly announce any intention to, enter into any such transaction described in (i) to (iii) above, in each case whether any of the foregoing transactions described in (i) to (iii) above is to be settled by delivery of the Relevant Shares or such other securities convertible into or exchangeable or exercisable for the Relevant Shares, in cash or otherwise. In the event of a disposal (or an agreement or contract, or an announcement of an intention, for a disposal) of any Relevant Shares within six months at any time after the Lock-up Period, the Investor will shall notify the Company, the Sponsor-Joint Sponsors and the Overall Coordinators and the Joint Sponsors in writing promptly prior to the proposed disposal and will shall ensure that (a) such disposal will comply with all applicable Laws and will take reasonable steps to ensure that the disposal will does not create a disorderly and or false market in the H Shares and is otherwise in compliance with all applicable Laws; and (b) the Investor will not enter into any such transaction with a person who engages directly or indirectly in a business that competes or is likely to compete with the business of the Company. 按照第5.2条，投资者（为其自身及代表其全资附属公司（倘投资者股份由该全 资附属公司持有））与本公司、保荐人-整体协调人及联席保荐人达成一致、订 立契诺并承诺，未经本公司、保荐人-整体协调人及联席保荐人各自的事先书面 同意，自上市日期（包括该日）起至上市日期后六(6)个月当日（包括该日）止期间（“禁售期”）内的任何时间，投资者及其全资附属公司（倘投资者股份 由该全资附属公司持有）不会直接或间接地(i)以任何方式处置任何相关股份或 持有任何相关股份的任何公司或实体中的任何权益，包括任何可转换、可交换、可行使的证券或代表可收取上述证券的权利，或同意或订约订立或公开宣布有 意订立此类交易；(ii)允许其自身在其最终实益拥有人层面发生控制权改变（其 定义见证监会颁布的《公司收购、合并及股份回购守则》）；或(iii)直接或间接 地达成与任何上述交易具有相同经济效果的交易；及如果在禁售期后的六个月内出售任何相关股份（或签订协议或合同，或宣布出售意向），投资者将在拟议出售前书面通知本公司、保荐人-整体协调人及联席保荐人，并确保该出售遵守所有适用法律，及采取一切合理措施，以确保该出售将不会导致本公司股份市场出现混乱及造成虚假市场。
5.2 Nothing contained in clause 5.1 shall prevent Company or with any other entity that is a holding company, subsidiary or associate of such person without the Investor from transferring all or part prior written consent of the Relevant Shares to any wholly-owned subsidiary of the Investor, provided that, in all cases:
第5.1 条的任何规定不得阻止投资者将全部或部分相关股份转让予投资者的任何全资附属公司，前提是，在所有情况下：
(a) prior to such transfer, such wholly-owned subsidiary gives a written undertaking (addressed to and in favor each of the Company, the Sponsor-Overall Coordinators Joint Sponsors and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor undertakes to procure that such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions; 在此类转让之前，该全资附属公司须发出按本公司、保荐人-整体协调人及联席保荐人信纳的条款作出及致彼等并以彼等为受益人的书面承诺，表示同意受让且投资者承诺促致该全资附属公司将受本协议下投资者义务的约束，包括本第5 条载列的对投资者的限制，犹如该全资附属公司本身受上述义务和限制的规限；
(b) such wholly-owned subsidiary shall be deemed to have given the same acknowledgements, confirmations, undertakings, representations, warranties and undertakings as provided in clause 6; 该全资附属公司应被视为已作出第6 条规定的相同承认、确认、承诺、陈述、保证及承诺；
(c) the Investor and such wholly-owned subsidiary of the Investor shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; 投资者及其该全资附属公司就彼等持有的所有相关股份被视为投资者，并须共同及个别承担本协议施加的所有责任及义务；
(d) if at any time prior to expiration of the Lock-up Period, such wholly-owned subsidiary ceases or will cease to be a wholly-owned subsidiary of the Investor, it shall (and the Investor shall procure that such subsidiary shall) immediately, and in any event before ceasing to be a wholly-owned subsidiary of the Investor, fully and effectively transfer the Relevant Shares it holds to the Investor or another wholly-owned subsidiary of the Investor, which shall give or be procured by the Investor to give a written undertaking (addressed to and in favour of the Company, the Sponsor-Overall Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor shall undertake to procure such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor and gives the same acknowledgements, confirmations, undertakings, representations, warranties and undertakings hereunder, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; and 如果在禁售期届满前的任何时间，该全资附属公司不再或将不再作为投资者的全资附属公司，则其必须（且投资者须促致该附属公司须）立即且任何情况下于不再作为投资者的全资附属公司之前，将其持有的相关股份全数及有效地转让予投资者或投资者的另一家全资附属公司，其亦将需要按本公司、保荐人-整体协调人及联席保荐人信纳的条款作出或投资者促致其作出及致彼等的书面承诺，表示同意(且投资者须促致该全资附属公司)将受本协议下投资者义务的约束，包括本协议第5 条载列的对投资者限制并作出本协议项下的相同承认、确认、承诺、陈述、保证及承诺，犹如该全资附属公司本身须受限于该等义务和限制，并共同及个别承担本协议施加的一切责任及义务；及
(e) such wholly-owned subsidiary is (A) a QIB or (B) (i) not and until the completion of the Global Offering, will not be a U.S. Person; (ii) and will be located outside the United States and (iii) acquiring or will acquire the Relevant Shares in an offshore transaction in reliance on Regulation S under the Securities Act. 该全资附属公司(A)是合格机构买家或(B)(i)目前及直至全球发售完成时不是美国人士；(ii)及将来位于美国境外且(iii)按照证券法S 规例在境外交易中购买或将购买相关股份。
5.3 The Investor agrees and undertakes that, except with the prior written consent of the Company, the Sponsor-Overall Coordinators and the Joint Sponsors, the aggregate holding (direct and indirect) of the Investor and its close associates in the total issued share capital of the Company shall be less than 10% (or such other percentage as provided in the Listing Rules from time to time for the definition of “substantial shareholder”) of the Company’s entire issued share capital. 投资者同意并承诺，除了获得本公司、保荐人-整体协调人及联席保荐人的事先书面同意外，投资者及其紧密联系人于本公司已发行股本总额中的持股总额 （直接或间接）始终低于本公司全部已发行股本的 10%（或上市规则中为界定 “主要股东”而不时规定的其他百分比）。
5.4 The Investor agrees that the Investor’s holding of the Company’s share capital is on a proprietary investment basis, and to, upon reasonable request by the Company, the Sponsor-Overall Coordinators and/or the Joint Sponsors, provide reasonable evidence to the Company, the Sponsor-Overall Coordinators and the Joint Sponsors showing that the Investor’s holding of the Company’s share capital is on a proprietary investment basis. The Investor shall not and shall procure that none of its controlling shareholder(s), associates and its beneficial owners shall, apply for or place an order through the book building process for Shares in the Global Offering (other than the Investor Shares) or make an application for Shares in the Hong Kong Public Offering. 投资者同意其持有本公司股本是以自有资金投资为基础并且经本公司、保荐人- 整体协调人及／或联席保荐人合理要求后，向本公司、保荐人-整体协调人及联 席保荐人提供合理证据，表明投资者持有本公司股本是以自有资金投资为基础。投资者不得且须促致其控股股东、联系人及其实益所有人均不得通过询价圈购 申请或下单购买全球发售下的股份（投资者股份除外）或申请认购香港公开发 售下的股份。
5.5 The Investor and its affiliates, directors, supervisors, officers, employees or agents have not accepted or entered into, and shall not enter into any arrangement or agreement, including but not limited to, any side letter, which is inconsistent with, or in contravention of, the Listing Rules (including Chapter 4.15 of the Listing Guide (as updated or amended from time to time) or written guidance published by the Hong Kong regulators) with the Company, the single largest shareholder of the Company, any other member of the Group or their respective affiliates, directors, supervisors, officers, employees or agents. 投资者及其联属人士、董事、监事、高级管理人员、雇员或代理人没有接受或签订，且不得与本公司、本公司单一最大股东、本集团任何成员公司或其各自联属人士、董事、监事、高级管理人员、雇员或代理人签订违背或违反上市规则（包括上市指南第 4.15 章（经不时更新或修订）或香港监管机构发布的书面指引）的任何安排或协议（包括但不限于任何附函）。
5.6 The Investor will be using internal resources, without obtaining external financing, to finance its subscription and/or acquisition of the Investor Shares. 在没有外部融资的情况下，投资者将利用内部资源为认购投资者股份提供资金。Coordinators.
Appears in 1 contract
Sources: Investment Agreement
RESTRICTIONS ON THE INVESTOR. 对投资者的限制
5.1 Subject to clause 5.2, the Investor for itself and on behalf of its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) agrees, covenants with and undertakes to the Company, the Sponsor-Overall Joint Global Coordinators and the Joint Sponsors that without the prior written consent of each of the Company, the Sponsor-Overall Joint Global Coordinators and the Joint Sponsors, the Investor and its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) will not, and will cause its affiliates not to, whether directly or indirectly, at any time during the period commencing from (and inclusive of) the Listing Date and ending on (and inclusive of) the date falling of six (6) months after from the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares, including any security securities convertible into or exchangeable or exercisable for or that is convertible, exchangeable, exercisable or represents a represent the right to receive any of the above forgoing securities, or agrees, enters into an agreement or publicly announces an intention to enter into such a transaction; (ii) allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial owner; or (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transactionstransaction; and in the event of a disposal (iv) agree or an agreement or contractcontract to, or an announcement publicly announce any intention to, enter into any of an intentionthe foregoing transactions described in (i), for a disposal(ii) and (iii) above, in each case whether any of any the foregoing transactions described in (i), (ii) and (iii) above is to be settled by delivery of Relevant Shares within six months or such other securities convertible into or exercisable or exchangeable for Relevant Shares, in cash or otherwise. Subject to the above paragraph, the Investor agrees, covenants with and undertakes to the Company, the Joint Global Coordinators and the Joint Sponsors that, at any time after the expiry of the Lock-up Period, in the event that the Investor will notify or any wholly-owned subsidiary of the CompanyInvestor enters into any transactions to dispose of any Relevant Shares, or agrees or contracts to, or announces an intention to enter into such transactions, the Sponsor-Overall Coordinators and the Joint Sponsors in writing prior to the proposed disposal and will ensure that such disposal will comply with all applicable Laws and will Investor (for itself or on behalf of its subsidiary) shall take commercially reasonable steps to ensure that the such disposal will would not create a disorderly and false market in the Shares and shall comply with all applicable Laws and regulations and rules of securities exchanges of all competent jurisdictions, including but not limited to the Company. 按照第5.2条，投资者（为其自身及代表其全资附属公司（倘投资者股份由该全 资附属公司持有））与本公司、保荐人-整体协调人及联席保荐人达成一致、订 立契诺并承诺，未经本公司、保荐人-整体协调人及联席保荐人各自的事先书面 同意，自上市日期（包括该日）起至上市日期后六(6)个月当日（包括该日）止期间（“禁售期”）内的任何时间，投资者及其全资附属公司（倘投资者股份 由该全资附属公司持有）不会直接或间接地(i)以任何方式处置任何相关股份或 持有任何相关股份的任何公司或实体中的任何权益，包括任何可转换、可交换、可行使的证券或代表可收取上述证券的权利，或同意或订约订立或公开宣布有 意订立此类交易；(ii)允许其自身在其最终实益拥有人层面发生控制权改变（其 定义见证监会颁布的《公司收购、合并及股份回购守则》）；或(iii)直接或间接 地达成与任何上述交易具有相同经济效果的交易；及如果在禁售期后的六个月内出售任何相关股份（或签订协议或合同，或宣布出售意向），投资者将在拟议出售前书面通知本公司、保荐人-整体协调人及联席保荐人，并确保该出售遵守所有适用法律，及采取一切合理措施，以确保该出售将不会导致本公司股份市场出现混乱及造成虚假市场。Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Companies Ordinance and the SFO.
5.2 Nothing contained in clause 5.1 shall prevent the Investor from transferring all or part of the Relevant Shares to any wholly-owned subsidiary of the Investor, provided that, in all cases:
第5.1 条的任何规定不得阻止投资者将全部或部分相关股份转让予投资者的任何全资附属公司，前提是，在所有情况下：(a) no less than five (5) business days’ prior written notice of such transfer is provided to the Company and the Joint Global Coordinators, which contains the identity of such wholly-owned subsidiary and such evidence, to the satisfaction of the Company and the Joint Global Coordinators, to prove that the prospective transferee is a wholly- owned subsidiary of the Investor as the Company and the Joint Global Coordinator may require;
(ab) prior to such transfer, such wholly-owned subsidiary gives a written undertaking (addressed to and in favor of the Company, the Sponsor-Overall Joint Global Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor undertakes and the Guarantor undertake to procure that such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions; 在此类转让之前，该全资附属公司须发出按本公司、保荐人-整体协调人及联席保荐人信纳的条款作出及致彼等并以彼等为受益人的书面承诺，表示同意受让且投资者承诺促致该全资附属公司将受本协议下投资者义务的约束，包括本第5 条载列的对投资者的限制，犹如该全资附属公司本身受上述义务和限制的规限；;
(bc) such wholly-owned subsidiary shall be deemed to have given the same acknowledgements, confirmations, undertakings, representations, representations and warranties and undertakings as provided in clause 6; 该全资附属公司应被视为已作出第6 条规定的相同承认、确认、承诺、陈述、保证及承诺；;
(cd) the Investor and such wholly-owned subsidiary of the Investor shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; 投资者及其该全资附属公司就彼等持有的所有相关股份被视为投资者，并须共同及个别承担本协议施加的所有责任及义务；;
(de) if at any time prior to expiration of the Lock-up Period, such wholly-owned subsidiary ceases or will cease to be a wholly-owned subsidiary of the Investor, it shall (and the Investor shall procure that such subsidiary shall) immediately, and in any event before ceasing to be a wholly-owned subsidiary of the Investor, fully and effectively transfer the Relevant Shares it holds to the Investor or another wholly-owned subsidiary of the Investor, which shall give or be procured by the Investor to give a written undertaking (addressed to and in favour of the Company, the Sponsor-Overall Joint Global Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor shall undertake to procure such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor and gives the same acknowledgementsacknowledgement, confirmations, undertakings, representations, representations and warranties and undertakings hereunder, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; and 如果在禁售期届满前的任何时间，该全资附属公司不再或将不再作为投资者的全资附属公司，则其必须（且投资者须促致该附属公司须）立即且任何情况下于不再作为投资者的全资附属公司之前，将其持有的相关股份全数及有效地转让予投资者或投资者的另一家全资附属公司，其亦将需要按本公司、保荐人-整体协调人及联席保荐人信纳的条款作出或投资者促致其作出及致彼等的书面承诺，表示同意(且投资者须促致该全资附属公司)将受本协议下投资者义务的约束，包括本协议第5 条载列的对投资者限制并作出本协议项下的相同承认、确认、承诺、陈述、保证及承诺，犹如该全资附属公司本身须受限于该等义务和限制，并共同及个别承担本协议施加的一切责任及义务；及and
(ef) such wholly-owned subsidiary is (A) a QIB or (B) (i) not and until the completion of the Global Offering, will not be a U.S. Person; (ii) and will be located outside the United States and (iii) acquiring or will acquire the Relevant Shares in an offshore transaction in reliance on Regulation S under the Securities Act. 该全资附属公司(A)是合格机构买家或(B)(i)目前及直至全球发售完成时不是美国人士；(ii)及将来位于美国境外且(iii)按照证券法S 规例在境外交易中购买或将购买相关股份。.
5.3 The Each of the Investor and the Guarantor agrees and undertakes that, except with the unanimous prior written consent of the Company, the Sponsor-Overall Joint Global Coordinators and the Joint Sponsors, the aggregate holding (direct and indirect) of the Investor Investor, the Guarantor and its their respective close associates in the total issued share capital of the Company shall be less than 10% (or such other percentage as provided in the Listing Rules from time to time for the definition of “substantial shareholder”) of the Company’s entire issued share capitalcapital at all times and it would not become a core connected person of the Company within the meaning of the Listing Rules during the period of 12 months following the Listing Date and, further, that the aggregate holding (direct and indirect) of the Investor and its close associates in the total issued share capital of the Company shall not be such as to cause the total securities of the Company held by the public (as contemplated in the Listing Rules and interpreted by the Hong Kong Stock Exchange, including but not limited to Rules 8.08) to fall below the required percentage set out in the Listing Rules or such other percentage as may be approved by the Hong Kong Stock Exchange and applicable to the Company from time to time. 投资者同意并承诺，除了获得本公司、保荐人-整体协调人及联席保荐人的事先书面同意外，投资者及其紧密联系人于本公司已发行股本总额中的持股总额 （直接或间接）始终低于本公司全部已发行股本的 10%（或上市规则中为界定 “主要股东”而不时规定的其他百分比）。The Investor agrees to notify the Company, the Joint Global Coordinators and the Joint Sponsors in writing if it comes to its attention of any of the abovementioned situations.
5.4 The Each of the Investor and the Guarantor agrees that the Investor’s holding of the Company’s share capital is on a proprietary investment basis, and to, upon reasonable request by the Company, the Sponsor-Overall Joint Global Coordinators and/or the Joint Sponsors, provide reasonable evidence to the Company, the Sponsor-Overall Joint Global Coordinators and the Joint Sponsors showing that the Investor’s holding of the Company’s share capital is on a proprietary investment basis. The Investor shall not not, the Guarantor shall procure the Investor will not, and both of them shall procure that none of its their respective controlling shareholder(s), associates and its their respective beneficial owners shall, apply for or place an order through the book building process for Shares in the Global Offering (other than the Investor Shares) or make an application for Shares in the Hong Kong Public Offering. 投资者同意其持有本公司股本是以自有资金投资为基础并且经本公司、保荐人- 整体协调人及／或联席保荐人合理要求后，向本公司、保荐人-整体协调人及联 席保荐人提供合理证据，表明投资者持有本公司股本是以自有资金投资为基础。投资者不得且须促致其控股股东、联系人及其实益所有人均不得通过询价圈购 申请或下单购买全球发售下的股份（投资者股份除外）或申请认购香港公开发 售下的股份。.
5.5 The Investor Investor, the Guarantor and its their respective affiliates, directors, supervisors, officers, employees or agents have not accepted or entered into, and shall not enter into any arrangement or agreement, including but not limited to, any side letter, which is inconsistent with, or in contravention of, the Listing Rules (including Chapter 4.15 of the Listing Guide (as updated or amended from time to time) Hong Kong Stock Exchange Guidance Letter HKEX-GL51-13 or written guidance published by the Hong Kong regulators) with the Company, the single largest controlling shareholder of the Company, any other member of the Group or their respective affiliates, directors, supervisors, officers, employees or agents. 投资者及其联属人士、董事、监事、高级管理人员、雇员或代理人没有接受或签订，且不得与本公司、本公司单一最大股东、本集团任何成员公司或其各自联属人士、董事、监事、高级管理人员、雇员或代理人签订违背或违反上市规则（包括上市指南第 4.15 章（经不时更新或修订）或香港监管机构发布的书面指引）的任何安排或协议（包括但不限于任何附函）。The Investor and the Guarantor further confirm and undertake that none of them or their affiliates, directors, officers, employees or agents has or will enter into such arrangements or agreements.
5.6 The Investor will be using internal resources, without obtaining external financing, financing to finance its subscription and/or acquisition of the Investor Shares. 在没有外部融资的情况下，投资者将利用内部资源为认购投资者股份提供资金。.
Appears in 1 contract
Sources: Cornerstone Investment Agreement