APPOINTMENT OF THE PLACING AGENT. 2.1 The Issuer hereby appoints the Placing Agent, upon and subject to the terms and conditions of this Agreement, as its placing agent to procure Placee(s) at the Placing Price for the Notes on a best endeavour basis during the Placing Period, subject to Clauses 2.4 and 2.5. The choice of Placee(s) for the Notes shall be determined by the Placing Agent, subject to the requirements of the Applicable Laws. The Placing Agent will issue to the Placee(s) whom it has procured to subscribe for or purchase the Notes, a Placing Letter (other than as agreed between the Placing Agent and the Issuer). The allocation of the Notes amongst the Placees to be procured by the Placing Agent shall be determined by the Placing Agent itself, failing which the Issuer shall have the right to determine the allocation of the Notes to each of the Placees. The Placing Agent may in turn, at its own expenses, appoint its sub-placing agent(s) to procure the Placee(s) to subscribe for or purchase the Notes.
2.2 The Placing Agent undertakes to the Issuer that it will:
(1) not provide any marketing or offering documents to the Placee(s) other than a term sheet, in the form agreed by the Issuer and the Placing Agent, which summarises the major terms and conditions of the Notes, other documents agreed by the Issuer and the Placing Agent and any other information which is publicly available;
(2) confine all statements it makes during the course of the communications with the Placee(s) strictly within the limits of the information contained in this Agreement, the Announcement and the term sheet except where such statements are in respect of information which at the time of making the same is publicly available; and
(3) only conduct the Placing on the basis of the information officially published by the Issuer on the website of the Stock Exchange and further undertakes that no other information will be provided to potential Placees in the course of procurement of the Placees.
2.3 The Placing Agent shall require any of its sub-placing agent(s) to or through whom it may effect the Placing or offer or sell any Notes to comply with this Clause 2 and Clause 10.
2.4 The aggregate principal amount of the Notes to be placed by the Placing Agent shall not exceed HK$100,000,000. If the aggregate principal amount of the Notes to Placees successfully procured by the Placing Agent at the first Closing is less than HK$20,000,000, the Issuer is not obliged to issue the Notes to the Placee(s) pursuant to Claus...
APPOINTMENT OF THE PLACING AGENT. 3.1 The Company hereby appoints the Placing Agent and the Placing Agent, relying on the representations, warranties and undertakings herein contained, agrees as the exclusive agent for the Company to procure Placees, during the Placing Period, to subscribe for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares (as the case may be) at the Placing Price (as defined in Clause 3.4 below) on a best-effort basis.
3.2 The Placing Agent may in turn appoint one or more sub-placing agents to procure Placees, during the Placing Period, for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares. The Placing Agent shall procure that such other sub-placing agents shall comply with all relevant obligations to which the Placing Agent is subject under the terms of this Agreement. All fees of such sub-placing agents shall be paid and borne by the Placing Agent absolutely out of the fees payable by the Company to the Placing Agent under Clause 5.1. For the avoidance of doubt, the Company shall in no event be liable to pay any fees to such sub-placing agents of the Placing Agent.
3.3 The Company hereby confirms that the appointment referred to in Clause 3.1 confers on the Placing Agent all powers, authorities and discretion on behalf of the Company which are reasonably and properly necessary for, or necessarily incidental to, the making of the Placing and hereby agrees to ratify and confirm everything which the Placing Agent may lawfully, reasonably and properly do in the exercise of such powers, authorities and discretion in accordance with this Agreement.
3.4 The placing price (the “Placing Price”) of each of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares (as the case may be) shall be at least equal to the Subscription Price. Subject to the above, the final price determination is dependent on the demand and market conditions of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares during the process of placement.
3.5 The Company agrees to issue the Rights Shares (including the Unsubscribed Rights Shares and the NQS Unsold Rights Shares) when allotted and fully-paid, shall rank pari passu in all respects with the Shares then in issue on the date of allotment of the Rights Shares in fully-paid form, including the right to receive all dividends and distributions which may be declared, made or paid on or after such date. The Rights Shares will be free from all liens, charges and encumbrances and together with all rights attachin...
APPOINTMENT OF THE PLACING AGENT
