Common use of Accounts and other financial information Clause in Contracts

Accounts and other financial information. 6.1. The Reporting Accountants, who have audited certain financial statements of the Group, are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder and are independent in accordance with the requirements of the U.S. Public Company Accounting Oversight Board. (A) The audited consolidated financial statements (and the notes thereto) of the Group included or incorporated by reference in each of the U.S. Registration Statement, the Disclosure Package and the Final International Prospectus fairly present in all material respects the consolidated financial position of the Company as of the dates specified and the consolidated results of operations and changes in the consolidated financial position of the Company for the periods specified, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”) applied on a consistent basis throughout the periods presented (other than as described therein); (B) the preliminary unaudited financial results for the three months ended June 30, 2018 included in each of the U.S. Registration Statement, the Disclosure Package and the Final International Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements of the Company included or incorporated by reference therein; (C) there are no financial statements (historical or pro forma) that are required to be included in each of the U.S. Registration Statement, the Disclosure Package and the Final International Prospectus that are not included as required; and (D) the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including, without limitation, any Off-balance Sheet Obligations (as defined below)), not described in all of the U.S. Registration Statement, the Disclosure Package and the Final International Prospectus. 6.3. The memorandum on profit forecast for the year ending December 31, 2018 and on working capital forecast for the period from April 1, 2018 to December 31, 2019 has been approved by the Directors and reviewed by the Reporting Accountants, has been prepared by the Company to the Company’s knowledge after due and careful enquiry and on the bases and assumptions stated in such memorandum which the Company honestly believes to be fair and reasonable, and to the Company’s knowledge, (A) all statements of fact in such memorandum are complete, true and accurate in all material respects and not misleading in any material respect, (B) all expressions of opinion contained in such memorandum are fair and reasonable, are honestly held by the Company and can be properly supported; and (C) there are no other material facts or assumptions which in any case ought reasonably to have been taken into account which have not been taken into account in the preparation of such memorandum. (A) The prospective information included in the profit forecast as set forth in the memorandum of the board of directors on profit forecast for the year ending December 31, 2018 and on working capital forecast for the period from April 1, 2018 to December 31, 2019 (the “Prospective Financial Information”) has been prepared by the Company after due and proper consideration, and represents reasonable and fair expectations honestly held, by the Company on the basis of facts known to the best of the Company’s knowledge after due and careful inquiry and in accordance with the Company’s accounting policies described in each of the Disclosure Package and the Final International Prospectus consistently applied in all material respects; (B) the bases and assumptions used in the preparation of the Prospective Financial Information (i) are those that the Company believes are significant in forecasting the consolidated profit attributable to the shareholders of the Company for the year ending December 31, 2018 and estimating the capital expenditures and the projected working capital of the Company for the period from April 1, 2018 to December 31, 2019, as applicable, and (ii) reflect, for each relevant period, a fair and reasonable forecast or estimate by the Company of the events, contingencies and circumstances described therein; and (C) the Prospective Financial Information represents a fair and reasonable forecast by the Company of the consolidated profit attributable to the shareholders of the Company for the year ending December 31, 2018 and fair and reasonable estimates by the Company of the estimated capital expenditures and the projected working capital of the Company for the period from April 1, 2018 to December 31, 2019, as applicable. 6.5. The sections entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Significant Judgments and Estimates” of the annual report on form 10-K of the Company filed with the Commission on February 28, 2018 and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Significant Judgments and Estimates” of the quarterly report on form 10-Q of the Company filed with the Commission on May 9, 2018 incorporated by reference into the Disclosure Package and the Final International Prospectus truly, accurately and completely in all material respects describes: (A) accounting policies which the Company believes are the most important in the portrayal of the Company’s financial condition and results of operations and which require management’s most difficult, subjective or complex judgments (“Critical Accounting Policies”); (B) judgments and uncertainties affecting the application of Critical Accounting Policies; and (C) the likelihood that materially different amounts would be reported under different conditions or using different assumptions; and the Company’s board of directors and management have reviewed and agreed with the selection, application and disclosure of Critical Accounting Policies and have consulted with its legal counsel and independent accountants with regard to such disclosure. 6.6. The sections entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” of the annual report on form 10-K of the Company filed with the Commission on February 28, 2018 and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” of the quarterly report on form 10-Q of the Company filed with the Commission on May 9, 2018 incorporated by reference into the Disclosure Package and the Final International Prospectus accurately and fully describes: (A) all material trends, demands, commitments, events, uncertainties and risks, and the potential effects thereof, that the Company believes would materially affect liquidity and are reasonably likely to occur; and (B) all off-balance sheet transactions, arrangements, and obligations, including, without limitation, relationships with unconsolidated entities that are contractually limited to narrow activities that facilitate the transfer of or access to assets by the Company or any member of the Group, such as structured finance entities and special purpose entities (collectively, “Off-balance Sheet Arrangements”) that are reasonably likely to have a material effect on the liquidity of the Company or any member of the Group or the availability thereof or the requirements of the Company or any member of the Group for capital resources. 6.7. The Cash Flow Forecast Memorandum has been approved by the Directors and reviewed by the Reporting Accountants in connection with the Global Offering and has been prepared by the Company after due and careful enquiry and on the bases and assumptions stated in such memorandum which the Company honestly believes to be fair and reasonable, and to the Company’s knowledge (A) all statements of fact in the Cash Flow Forecast Memorandum are complete, true and accurate in all material respects and not misleading in any material respect; (B) all expressions of opinion contained in the Cash Flow Forecast Memorandum are fair and reasonable, are honestly held by the Company and can be properly supported; and (C) there are no other material facts or assumptions which in any case ought reasonably to have been taken into account which have not been taken into account in the preparation of the Cash Flow Forecast Memorandum. 6.8. To the Company’s knowledge, (A) the factual contents of the reports and letters of the Reporting Accountants that were provided by the Company are complete, true and accurate in all material respects (and where such information is subsequently amended, updated or replaced, such amended, updated or replaced information is complete, true and accurate in all material respects) and no material fact or matter has been omitted therefrom which would make the contents of any of such reports or letters misleading, and the opinions attributed to the Company in such reports and letters are held in good faith based upon facts within the best of the Company’s knowledge after due and careful inquiry; and (B) no material information was withheld from the Reporting Accountants or the Underwriters for the purposes of their review of the forecasts of profit and earnings per share and all other pro forma financial statements, information or data, if any, of the Company included in each of the U.S. Registration Statement, the Disclosure Package and the Final International Prospectus or their review of the Company’s cash flow and working capital projections, estimated capital expenditures and financial reporting procedures.

Appears in 1 contract

Samples: International Underwriting Agreement (BeiGene, Ltd.)

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Accounts and other financial information. 6.15.1. The Reporting AccountantsAccountant, PricewaterhouseCoopers, who have audited certified certain financial statements of the GroupCompany and its subsidiaries and delivered their report with respect to the audited consolidated financial statements and schedules included in the Listing Document, the Registration Statement and the Prospectus, are independent public accountants as required by the Securities Act and the rules and regulations of the Commission SEC thereunder and are independent in accordance with the requirements of the U.S. Public Company Accounting Oversight Board. (A) The audited consolidated financial statements (and the notes thereto) of the Group Company included or incorporated by reference in each the Listing Document have been derived from the accounting records of the U.S. Registration Statement, the Disclosure Package Company and the Final International Prospectus fairly present in all material respects the consolidated financial position of the Company as of the dates specified and the consolidated results of operations and changes in the consolidated financial position of the Company for the periods specified, and such financial statements have been prepared in conformity with generally accepted accounting principles in International Financial Reporting Standards as issued by the United States International Accounting Standards Board (“US GAAPIFRS”) applied on a consistent basis throughout the periods presented (other than as described therein); (B) B)the summary and selected consolidated financial data and the preliminary unaudited consolidated financial results for the three months ended June 30, 2018 statements included in each of the U.S. Registration Statement, the Disclosure Package and the Final International Prospectus Listing Document present fairly the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included therein; the pro forma adjusted net tangible assets (and the notes thereto) (and all other pro forma financial statements, information or data, if any) included in the Listing Document are presented in a fair manner as shown therein and have been prepared in accordance with the applicable requirements of the Company included Listing Rules, the assumptions used in the preparation of such pro forma net tangible assets (and other pro forma financial statements, information and data, if any) are reasonable and disclosed therein and there are no other assumptions or incorporated by reference sensitivities which should reasonably be taken into account in the preparation of such information that are not so taken into account, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments have been properly applied to the historical amounts in the compilation of the pro forma net tangible assets (and other pro forma financial statements, information and data, if any); (C) there C)there are no financial statements (historical or pro forma) or supporting schedules that are required (including, without limitation, by the Listing Rules) to be included in each of the U.S. Registration Statement, the Disclosure Package and the Final International Prospectus Listing Document that are not included as required; and (D) the Company and the Subsidiaries do D)the Group does not have any material liabilities or obligations, direct or contingent (including, without limitation, any Offoff-balance Sheet Obligations (as defined below)sheet obligations), not described in all of the U.S. Registration Statement, the Disclosure Package and the Final International ProspectusListing Document. 6.35.3. The memorandum on of profit forecast for the year ending December 31, 2018 and on working capital forecast for the period from April 1forecast, 2018 to December 31, 2019 which has been approved by the Directors and reviewed by the Reporting AccountantsAccountant in connection with the Introduction, has been prepared by the Company to the Company’s knowledge after due and careful enquiry inquiry and on the bases and assumptions stated in such memorandum which the Company Directors honestly believes believe to be fair and reasonable, reasonable and to the Company’s knowledge, (A) all statements of fact in such memorandum are complete, true and accurate in all material respects and not misleading in any material respect, misleading; (B) all expressions of opinion contained in such memorandum are fair and reasonable, are honestly held by the Company Directors and can be properly supported; , and in accordance with the Company's accounting policies described in the Listing Documentation consistently applied and (C) there are no other material facts or assumptions which in any case ought reasonably to have been taken into account which have not been taken into account in the preparation of such memorandum. (A) 5.4. The prospective information included section headed “Financial Information – Critical Accounting Policies” in the profit forecast as set forth in the memorandum of the board of directors on profit forecast for the year ending December 31Listing Document contains an accurate, 2018 and on working capital forecast for the period from April 1, 2018 to December 31, 2019 (the “Prospective Financial Information”) has been prepared by the Company after due and proper consideration, and represents reasonable complete and fair expectations honestly held, by the Company on the basis of facts known to the best of the Company’s knowledge after due and careful inquiry and in accordance with the Company’s accounting policies described in each of the Disclosure Package and the Final International Prospectus consistently applied in all material respects; (B) the bases and assumptions used in the preparation of the Prospective Financial Information (i) are those that the Company believes are significant in forecasting the consolidated profit attributable to the shareholders of the Company for the year ending December 31, 2018 and estimating the capital expenditures and the projected working capital of the Company for the period from April 1, 2018 to December 31, 2019, as applicable, and (ii) reflect, for each relevant period, a fair and reasonable forecast or estimate by the Company of the events, contingencies and circumstances described therein; and (C) the Prospective Financial Information represents a fair and reasonable forecast by the Company of the consolidated profit attributable to the shareholders of the Company for the year ending December 31, 2018 and fair and reasonable estimates by the Company of the estimated capital expenditures and the projected working capital of the Company for the period from April 1, 2018 to December 31, 2019, as applicable. 6.5. The sections entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Significant Judgments and Estimates” of the annual report on form 10-K of the Company filed with the Commission on February 28, 2018 and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Significant Judgments and Estimates” of the quarterly report on form 10-Q of the Company filed with the Commission on May 9, 2018 incorporated by reference into the Disclosure Package and the Final International Prospectus truly, accurately and completely description in all material respects describesof: (A) the accounting policies which the Company believes are the most important in the portrayal of the Company’s financial condition and results of operations and which require management’s most difficult, subjective or complex judgments (“Critical Accounting Policies”); (B) the judgments and uncertainties affecting the application of Critical Accounting Policies; and (C) the likelihood that materially different amounts would be reported under different conditions or using different assumptions; and the Company’s board Board of directors Directors and management have reviewed and agreed with the selection, application and disclosure of Critical Accounting Policies and have consulted with its legal counsel and independent accountants with regard to such disclosurePolicies. 6.65.5. The sections entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” statements set forth in the section of the annual report on form 10-K of the Company filed with the Commission on February 28, 2018 and Listing Document headed Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital ResourcesInformationof the quarterly report on form 10-Q of the Company filed with the Commission on May 9, 2018 incorporated by reference into the Disclosure Package and the Final International Prospectus accurately and fully describes: describe (Ax) all material trends, demands, commitments, events, uncertainties and risks, and the potential effects thereof, that the Company believes would materially affect liquidity and are reasonably likely to occur; and (By) all material off-balance sheet transactions, arrangementsarrangements obligations and liabilities, and obligations, including, without limitation, direct or contingent; the Group has no material relationships with unconsolidated non-consolidated entities that are contractually limited to narrow activities that facilitate the transfer of or access to assets by the Company or any member of the Group, such as structured finance entities and special purpose entities (collectivelyentities, “Off-balance Sheet Arrangements”) that are which would, or could reasonably likely to be expected to, have a material effect on the liquidity of the Company or any member of the Group or the availability thereof or the requirements of the Company or any member of the Group for capital resources. 6.7. The Cash Flow Forecast Memorandum has been approved by the Directors and reviewed by the Reporting Accountants in connection with the Global Offering and has been prepared by the Company after due and careful enquiry and on the bases and assumptions stated in such memorandum which the Company honestly believes to be fair and reasonable, and to the Company’s knowledge (A) all statements of fact in the Cash Flow Forecast Memorandum are complete, true and accurate in all material respects and not misleading in any material respect; (B) all expressions of opinion contained in the Cash Flow Forecast Memorandum are fair and reasonable, are honestly held by the Company and can be properly supported; and (C) there are no other material facts or assumptions which in any case ought reasonably to have been taken into account which have not been taken into account in the preparation of the Cash Flow Forecast Memorandum. 6.8. To the Company’s knowledge, (A) the The factual contents related to the Group of the reports and letters of the Reporting Accountants that were provided by the Company Accountant are complete, true and accurate in all material respects (and where such information is subsequently amended, updated or replaced, such amended, updated or replaced information is complete, true and accurate in all material respectsaccurate) and no material fact or matter has been omitted therefrom which would make the contents of any of such reports or letters misleading, and the opinions attributed to the Company Directors in such reports and or letters or certificates are held in good faith based upon facts within the their best of the Company’s knowledge after due and careful inquiryknowledge; and (B) no B)no material information was withheld from the Reporting Accountants or the Underwriters Accountant for the purposes of their review preparation of their reports contained in the Listing Document and the comfort letters to be issued by the Reporting Accountant in connection with the listing of the forecasts of profit and earnings per share Shares on the SEHK and all information given to the Reporting Accountant for such purposes was given in good faith and there is no other pro forma information which has not been provided the result of which would make the information so received misleading. 5.7. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements, information statements in conformity with IFRS; (C) access to assets is permitted only in accordance with management’s general or data, if any, specific authorization; (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate actions are taken with respect to any differences; and (E) each member of the Company included Group has made and kept books, records and accounts which, in each reasonable detail, accurately and fairly reflect the transactions and dispositions of the U.S. Registration Statement, the Disclosure Package and the Final International Prospectus or their review assets of the Company’s cash flow and working capital projections, estimated capital expenditures and financial reporting proceduressuch entity.

Appears in 1 contract

Samples: Sponsors Agreement

Accounts and other financial information. 6.1. The Reporting Accountants, who have audited certain financial statements of the Group, are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder and are independent in accordance with the requirements of the U.S. Public Company Accounting Oversight Board. (A) The audited consolidated financial statements (and the notes thereto) of the Group included or incorporated by reference contained in each of the U.S. Registration Statement, the Disclosure Package Hong Kong Prospectus and the Final Preliminary International Prospectus fairly present in all material respects the consolidated financial position of the Company as of the dates specified and the consolidated results of operations and changes in the consolidated financial position of the Company for the periods specified, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”) applied on a consistent basis throughout the periods presented (other than as described therein); (B) the summary and selected consolidated financial data and the preliminary unaudited financial results for the three months ended June 30March 31, 2018 included and March 31, 2017, respectively, contained in each of the U.S. Registration Statement, the Disclosure Package ofthe Hong Kong Prospectus and the Final Preliminary International Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements of the Company included or incorporated by reference contained therein; (C) the pro forma net tangible assets (and the notes thereto) (and all other pro forma financial statements, information or data, if any) included in each ofthe Hong Kong Prospectus and the Preliminary International Prospectus have been prepared in accordance with the applicable requirements of the Listing Rules, the assumptions used in the preparation of such pro forma net tangible assets (and other pro forma financial statements, information and data, if any) are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments have been properly applied to the historical amounts in the compilation of the pro forma net tangible assets (and other pro forma financial statements, information and data, if any); (D) there are no financial statements (historical or pro forma) that are required (including, without limitation, by the Listing Rules, other than to the extent waived by the Stock Exchange) to be included in each of the U.S. Registration Statement, the Disclosure Package ofthe Hong Kong Prospectus and the Final Preliminary International Prospectus that are not included as required; and (DE) the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including, without limitation, any Off-balance Sheet Obligations (as defined below)), not described in all of the U.S. Registration Statement, the Disclosure Package ofthe Hong Kong Prospectus and the Final Preliminary International Prospectus. 6.3. The memorandum on profit forecast for the year ending December 31, 2018 and on working capital forecast for the period from April 1, 2018 to December 31, 2019 has been approved by the Directors and reviewed by the Reporting Accountants, has been prepared by the Company to the Company’s knowledge after due and careful enquiry and on the bases and assumptions stated in such memorandum which the Company honestly believes to be fair and reasonable, and to the Company’s knowledge, knowledge and (A) all statements of fact in such memorandum are complete, true and accurate in all material respects and not misleading in any material respect, (B) all expressions of opinion contained in such memorandum are fair and reasonable, are honestly held by the Company and can be properly supported; and (C) there are no other material facts or assumptions which in any case ought reasonably to have been taken into account which have not been taken into account in the preparation of such memorandum. (A) The prospective information (i) included in the profit forecast as set forth in the memorandum of the board of directors on profit forecast for the year ending December 31, 2018 and on working capital forecast for the period from April 1, 2018 to December 31, 2019 and (ii) included in the planned capital expenditures and projected working capital as set forth in the section of each of the Hong Kong Prospectus and the Preliminary International Prospectus headed “Financial Information - Liquidity and Capital Resources” (collectively, the “Prospective Financial Information”) ), in each case has been prepared by the Company after due and proper consideration, and represents reasonable and fair expectations honestly held, by the Company on the basis of facts known to the best of the Company’s knowledge after due and careful inquiry and in accordance with the Company’s accounting policies described in each of the Disclosure Package Hong Kong Prospectus and the Final Preliminary International Prospectus consistently applied in all material respectsaspects; (B) the bases and assumptions used in the preparation of the Prospective Financial Information (i) are all those that the Company believes are significant in forecasting the consolidated profit attributable to the shareholders of the Company for the year ending December 31, 2018 and estimating the capital expenditures and the projected working capital of the Company for the period from April 1, 2018 to December 31, 2019, as applicable, and (ii) reflect, for each relevant period, a fair and reasonable forecast or estimate by the Company of the events, contingencies and circumstances described therein; and (C) the Prospective Financial Information represents a fair and reasonable forecast by the Company of the consolidated profit attributable to the shareholders of the Company for the year ending December 31, 2018 and fair and reasonable estimates by the Company of the estimated capital expenditures and the projected working capital of the Company for the period from April 1, 2018 to December 31, 2019, as applicable. 6.5. The sections section entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Information — Critical Accounting Policies and Significant Judgments and EstimatesPolicies” of contained in the annual report on form 10-K of the Company filed with the Commission on February 28, 2018 and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Significant Judgments and Estimates” of the quarterly report on form 10-Q of the Company filed with the Commission on May 9, 2018 incorporated by reference into the Disclosure Package Hong Kong Prospectus and the Final Preliminary International Prospectus truly, accurately and completely in all material respects describes: (A) accounting policies which the Company believes are the most important in the portrayal of the Company’s financial condition and results of operations and which require management’s most difficult, subjective or complex judgments (“Critical Accounting Policies”); (B) judgments and uncertainties affecting the application of Critical Accounting Policies; and (C) the likelihood that materially different amounts would be reported under different conditions or using different assumptions; and the Company’s board of directors and management have reviewed and agreed with the selection, application and disclosure of Critical Accounting Policies and have consulted with its legal counsel and independent accountants with regard to such disclosure. 6.6. The sections entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Information — Liquidity and Capital Resources” of contained in the annual report on form 10-K of the Company filed with the Commission on February 28, 2018 and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” of the quarterly report on form 10-Q of the Company filed with the Commission on May 9, 2018 incorporated by reference into the Disclosure Package Hong Kong Prospectus and the Final Preliminary International Prospectus accurately Prospectusaccurately and fully describes: (A) all material trends, demands, commitments, events, uncertainties and risks, and the potential effects thereof, that the Company believes would materially affect liquidity and are reasonably likely to occur; and (B) all off-balance sheet transactions, arrangements, and obligations, including, without limitation, relationships with unconsolidated entities that are contractually limited to narrow activities that facilitate the transfer of or access to assets by the Company or any member of the Group, such as structured finance entities and special purpose entities (collectively, “Off-balance Sheet Arrangements”) that are reasonably likely to have a material effect on the liquidity of the Company or any member of the Group or the availability thereof or the requirements of the Company or any member of the Group for capital resources. 6.7. The Cash Flow Forecast Memorandum has been approved by the Directors and reviewed by the Reporting Accountants in connection with the Global Offering and has been prepared by the Company after due and careful enquiry and on the bases and assumptions stated in such memorandum which the Company honestly believes to be fair and reasonable, and and, to the Company’s knowledge knowledge, (A) all statements of fact in the Cash Flow Forecast Memorandum are complete, true and accurate in all material respects and not misleading in any material respect; (B) all expressions of opinion contained in the Cash Flow Forecast Memorandum are fair and reasonable, are honestly held by the Company and can be properly supported; and (C) there are no other material facts or assumptions which in any case ought reasonably to have been taken into account which have not been taken into account in the preparation of the Cash Flow Forecast Memorandum.; 6.8. To the Company’s knowledge, (A) the factual contents of the reports and letters of the Reporting Accountants that were provided by the Company are complete, true and accurate in all material respects (and where such information is subsequently amended, updated or replaced, such amended, updated or replaced information is complete, true and accurate in all material respects) and no material fact or matter has been omitted therefrom which would make the contents of any of such reports or letters misleading, and the opinions attributed to the Company in such reports and letters are held in good faith based upon facts within the best of the Company’s knowledge after due and careful inquiry; and (B) no material information was withheld from the Reporting Accountants or the Underwriters for the purposes of their review of the forecasts of profit and earnings per share and the pro forma net tangible assets and all other pro forma financial statements, information or data, if any, of the Company included in each of the U.S. Registration Statement, the Disclosure Package Hong Kong Prospectus and the Final Preliminary International Prospectus or their review of the Company’s cash flow and working capital projections, estimated capital expenditures and financial reporting procedures.

Appears in 1 contract

Samples: Underwriting Agreement (BeiGene, Ltd.)

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Accounts and other financial information. 6.1. 6.1 The Reporting Accountants, who have audited whose audit report on certain consolidated financial statements of the GroupGroup is included or incorporated by reference in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder and are independent in accordance with the requirements of the U.S. Public Company Accounting Oversight Board. (A) The audited consolidated financial statements (and the related schedules and notes thereto) of the Group included or incorporated by reference in each of the U.S. Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package Package, the Prospectus, the Application Proof and the Final International Prospectus fairly present in all material respects PHIP give a true and fair view of the consolidated financial position of the Company Group as of the dates specified indicated and the consolidated results of operations operations, cash flows and changes in the consolidated financial position shareholders’ equity of the Company Group for the periods specified, and such financial statements have been prepared in conformity with the International Financial Reporting Standards (“IFRSs”) or U.S. generally accepted accounting principles in the United States (“US GAAP”) ), as applicable, applied on a consistent basis throughout the periods presented (other than as described therein)involved; (B) the preliminary unaudited supporting schedules, if any, present fairly in accordance with IFRS or GAAP, as applicable, the information required to be stated therein; (C) all summary and selected financial results for the three months ended June 30, 2018 data included or incorporated by reference in each of the U.S. Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package Package, the Prospectus, the Application Proof and the Final International Prospectus PHIP are derived from the accounting records of the Group and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements of the Company Group included therein; (D) the pro forma net tangible assets (and the related notes thereto) (and all other pro forma financial statements, information or data, if any) included or incorporated by reference in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP are presented in a fair manner as shown therein and have been prepared in accordance with the applicable requirements of the Listing Rules on the basis set out in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP and are presented consistently with the relevant accounting principles adopted by the Company; the assumptions used in the preparation of such pro forma net tangible assets (and other pro forma financial statements, information and data, if any) are reasonable. The pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments have been properly applied to the historical amounts in the compilation of the pro forma net tangible assets (and other pro forma financial statements, information and data, if any); (CE) there are no financial statements (historical or pro forma) or supporting schedules and notes that are required (including, without limitation, by the Listing Rules and the Securities Act and the rules and regulations of the Commission thereunder) to be included or incorporated by reference in each of the U.S. Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package Package, the Prospectus, the Application Proof and the Final International Prospectus PHIP that are not included or incorporated by reference as required; and (DF) each of the Company and members of the Subsidiaries do Group does not have any material liabilities or obligations, direct or contingent (including, without limitation, any Offoff-balance Sheet Obligations (as defined below)sheet obligations), not described in all each of the U.S. Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package Package, the Prospectus, the Application Proof and the Final International ProspectusPHIP. 6.3. 6.3 The memorandum of the Board on profit forecast for the year ending December 31June 30, 2018 2022 and 2023 and on working capital forecast for the period from April 1fifteen months ending June 30, 2018 to December 31, 2019 2023 has been approved by the Directors and reviewed by the Reporting Accountants, has been prepared by the Company to the Company’s knowledge after due and careful enquiry and on the bases basis and assumptions stated in such memorandum which the Company Directors honestly believes believe to be fair and reasonable, reasonable and to the Company’s knowledge, (A) all statements of fact in such memorandum are complete, true and accurate in all material respects and not misleading in any material respectmisleading, (B) all expressions of opinion contained in such memorandum are fair and reasonable, are honestly held by the Company Directors and can be properly supported; and (C) there are no other material facts or assumptions which in any case ought reasonably to have been taken into account which have not been taken into account in the preparation of such memorandum. (A) The prospective information (i) included in the profit forecast as set forth in the memorandum of the board of directors Board on profit forecast for the year ending December 31June 30, 2018 2022 and 2023 and on working capital forecast for the period from April 1fifteen months ending June 30, 2018 to December 312023 and (ii) included or incorporated by reference in the planned capital expenditures and projected working capital as set forth in the section of each of the Hong Kong Prospectus, 2019 the Application Proof and the PHIP headed “Financial Information - Liquidity and Capital Resources” and in the section of each of the Registration Statement, the Pricing Disclosure Package and the Prospectus headed “Certain Financial Data” (collectively, the “Prospective Financial Information”) ), in each case has been prepared by the Company after due and proper consideration, and represents reasonable and fair expectations honestly held, by the Company on the basis of facts known to and the best of bases and assumptions stated in the Company’s knowledge after due memorandum and careful inquiry the Hong Kong Prospectus, the Application Proof, the PHIP, the Registration Statement, the Pricing Disclosure Package and the Prospectus, and in accordance with the Company’s accounting policies described in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package Package, the Prospectus, the Application Proof and the Final International Prospectus PHIP consistently applied in all material respectsapplied; (B) the bases and assumptions used in the preparation of the Prospective Financial Information (i) are all those that the Company believes are significant in forecasting the consolidated profit attributable to the shareholders of the Company for the year ending December 31June 30, 2018 2022 and 2023 and estimating the capital expenditures and the projected working capital of the Company for the period from April 1fifteen months ending June 30, 2018 to December 31, 20192023, as applicable, and (ii) reflect, for each relevant period, a fair and reasonable forecast or estimate by the Company of the events, contingencies and circumstances described therein; and (C) the Prospective Financial Information represents a fair and reasonable forecast by the Company of the consolidated profit attributable to the shareholders of the Company for the year ending December 31June 30, 2018 2022 and 2023 and fair and reasonable estimates by the Company of the estimated capital expenditures and the projected working capital of the Company for the period from April 1fifteen months ending June 30, 2018 to December 31, 20192023, as applicable. 6.5. 6.5 The sections entitled unaudited consolidated management financial information of the Company and the other members of the Group as of March 31, 2022 and for the period from January 1, 2022 to March 31, 2022 (and the related schedules and notes thereto) and other accounting records of the Group (A) have been reviewed by the Reporting Accountants, (B) have been prepared in conformity with IFRS or GAAP, as applicable, applied on a consistent basis throughout the period from January 1, 2022 to March 31, 2022, (C) have been compiled on a basis consistent with the audited consolidated financial statements of the Company included or incorporated by reference in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, (D) have been properly written up and give a true and fair view of, and reflect in conformity with the accounting policies of the Company and IFRS or GAAP, as applicable, all the transactions entered into by the Company or any of the other members of the Group or to which the Company or any other member of the Group was a party during the period from January 1, 2022 to March 31, 2022, (E) reflect normal recurring adjustments which are necessary for a fair presentation of the consolidated results of operations of the Group for the period from January 1, 2022 to Mxxxx 00, 0000, (X) contain no inaccuracies or discrepancies of any kind, and (G) give a true and fair view of the consolidated financial position of the Group as of March 31, 2022 and the consolidated results of operations of the Group for the period from January 1, 2022 to March 31, 2022. 6.6 The statements set forth in the section of each of the Hong Kong Prospectus, the Application Proof and the PHIP headed Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Information - Critical Accounting Policies And Estimates”, and Significant Judgments and Estimates” in the sections of each of the annual report on form 10-K of Registration Statement, the Company filed with Pricing Prospectus and the Commission on February 28, 2018 Prospectus headed “Operating and Financial Review and Prospects” and “Item 2. Management’s Discussion Certain Financial Data” (collectively the “MD&A”) are complete, true and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Significant Judgments and Estimates” of the quarterly report on form 10-Q of the Company filed with the Commission on May 9, 2018 incorporated by reference into the Disclosure Package and the Final International Prospectus truly, accurately and completely accurate in all material respects describes: and not misleading and fairly describe (A) accounting policies which the Company believes are the most important in material to the portrayal of the Company’s financial condition and results of operations and which require management’s most difficult, subjective or complex judgments (“Critical Accounting Policies”); , (B) judgments and uncertainties affecting the application of the Critical Accounting Policies; , and (C) and explain the likelihood that materially different amounts would be reported under different conditions or using different assumptions; and the Company’s board Board, senior management and audit committee of directors and management the Company have reviewed and agreed with the selection, application and disclosure of the Critical Accounting Policies and have consulted with its the legal counsel and independent accountants the Reporting Accountants with regard to such disclosure. 6.6. The sections entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” 6.7 Each of the annual report on form 10-K of Hong Kong Prospectus, the Company filed with Registration Statement, the Commission on February 28Pricing Disclosure Package, 2018 and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” of the quarterly report on form 10-Q of Prospectus, the Company filed with the Commission on May 9, 2018 incorporated by reference into the Disclosure Package Application Proof and the Final International Prospectus PHIP accurately and fully describes: describes in all material respects (A) all material trends, demands, commitments, events, uncertainties and risks, and the potential effects thereof, that the Company believes would materially affect liquidity liquidity, financial condition or results of operation of any member of the Group and are could reasonably likely be expected to occur; , and (B) all off-balance sheet transactions, arrangements, obligations and obligationsliabilities, including, without limitation, direct or contingent; no member of the Group has any relationships with unconsolidated entities that are contractually limited to narrow activities that facilitate the transfer of or access to assets by the Company or any member of the Group, such as structured finance entities and special purpose entities (collectivelyentities, “Off-balance Sheet Arrangements”) that are which would, or could reasonably likely to be expected to, have a material effect on the liquidity of the Company or any member of the Group or the availability thereof or the requirements of the Company or any member of the Group for capital resources. 6.7. The Cash Flow Forecast Memorandum has been approved by the Directors and reviewed by the Reporting Accountants in connection with the Global Offering and has been prepared by the Company after due and careful enquiry and on the bases and assumptions stated in such memorandum which the Company honestly believes to be fair and reasonable, and to the Company’s knowledge (A) all statements of fact in the Cash Flow Forecast Memorandum are complete, true and accurate in all material respects and not misleading in any material respect; (B) all expressions of opinion contained in the Cash Flow Forecast Memorandum are fair and reasonable, are honestly held by the Company and can be properly supported; and (C) there are no other material facts or assumptions which in any case ought reasonably to have been taken into account which have not been taken into account in the preparation of the Cash Flow Forecast Memorandum. 6.8. To the Company’s knowledge, (A) the The factual contents of the reports and letters of the Reporting Accountants that were provided by the Company are and will remain complete, true and accurate in all material respects (and where such information is subsequently amended, updated or replaced, such amended, updated or replaced information is complete, true and accurate in all material respects) and no material fact or matter has been omitted therefrom which would make the contents of any of such reports or letters or certificates misleading, and the opinions attributed to the Company Directors in such reports and or letters or certificates are held in good faith based upon facts within the best their knowledge, and none of the Company’s knowledge after due Company and careful inquirythe Directors disagrees with any aspect of the reports, letters or certificates prepared by the Reporting Accountants; and (B) no material information was withheld from the Reporting Accountants for the purposes of their preparation of their reports contained in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP and the comfort letters to be issued by the Reporting Accountants in connection with the Global Offering and all information given to the Reporting Accountants by the Company for such purposes was given in good faith and there is no other information which has not been provided the result of which would make the information so received misleading; and (C) no material information was withheld from the Reporting Accountants, the Joint Sponsors or the Underwriters for the purposes of their review of the forecasts of profit and earnings per share and the pro forma net tangible assets and all other pro forma financial statements, information or data, if any, of the Company included or incorporated by reference in each any of the U.S. Registration Statement, the Disclosure Package and the Final International Prospectus Offering Documents or their review of the Company’s profit forecast, cash flow and working capital projections, estimated capital expenditures and financial reporting procedures. 6.9 The Company has not received any notice, oral or written, from its board of directors stating that it is reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors have recommended that the board of directors review or investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to, any of the Company’s material accounting policies; or (ii) any matter which could result in a restatement of the Company’s financial statements for any annual or interim period during the current or prior three fiscal years.

Appears in 1 contract

Samples: Hong Kong Underwriting Agreement (MINISO Group Holding LTD)

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