Common use of Basis of allocation Clause in Contracts

Basis of allocation. The Company agrees that the Sole Overall Coordinator shall have the exclusive right, in their sole and absolute discretion, upon and subject to the terms and conditions of the Hong Kong Public Offering Documents, the Receiving Bank Agreement and this Agreement, and in compliance with applicable Laws, to reject or accept in whole or in part any Hong Kong Public Offering Application and, where the number of Hong Kong Offer Shares being applied for exceeds the total number of the Hong Kong Offer Shares, to determine the basis of allocation of the Hong Kong Offer Shares. The Company acknowledges and agrees that under the respective terms and conditions of the Receiving Bank Agreement and the Registrar Agreement, the Receiving Bank and the Hong Kong Registrar shall, as soon as practicable after the close of the Application Lists, provide the Sole Overall Coordinator and the Sole Sponsor with such information, calculations and assistance as the Sole Overall Coordinator and the Sole Sponsor may require for the purposes of determining, inter alia: 4.5.1 in the event of a Hong Kong Public Offering Under-Subscription, the number of Hong Kong Offer Shares which have not been applied for pursuant to Accepted Hong Kong Public Offering Applications; or 4.5.2 in the event of a Hong Kong Public Offering Over-Subscription, the number of times by which the number of Hong Kong Offer Shares which have been validly applied for pursuant to Accepted Hong Kong Public Offering Applications exceeds the total number of Hong Kong Offer Shares initially available under the Hong Kong Public Offering; and 4.5.3 the level of acceptances and basis of allocation of the Hong Kong Offer Shares. (a) it has not solicited offers for, or offered or sold, and will not solicit offers for the Offer Shares except (i) within the United States to persons it reasonably believes to be qualified institutional buyers as defined in Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or (ii) in offshore transactions as defined in, and in accordance with, Regulation S; and (b) such Hong Kong Underwriter has not engaged and will not engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Hong Kong Offer Shares.

Basis of allocation. The Company agrees that Joint Sponsors and the Sole Overall Coordinator Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall, as soon as practicable after the close of the Application Lists, determine the manner and the basis of allocation of the Hong Kong Offer Shares in their absolute discretion. The Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall have the exclusive right, in their sole and right to exercise the absolute discretion, upon and subject to the terms and conditions of the Hong Kong Public Offering Documents, the Receiving Bank Agreement and this Agreement, and in compliance with applicable Laws, discretion to reject or accept in whole or in part any Hong Kong Public Offering Application in accordance with the Hong Kong Public Offering Documents, the Receiving Banks Agreement and this Agreement and, where without prejudice to Clause 4.9 below, the number Joint Global Coordinators shall have the absolute discretion, but shall not be obliged, on behalf of the Company, to reallocate Offer Shares from the International Offering to the Hong Kong Public Offering and make available such reallocated Offer Shares as additional Hong Kong Offer Shares being applied for exceeds to satisfy Hong Kong Public Offering Applications. The respective International Offering Purchasing Commitments of the total number International Underwriters may be correspondingly reduced in such proportions as the Joint Global Coordinators may in their absolute discretion determine in the event of such reallocation and the Hong Kong Offer Shares, Underwriters will not be entitled to determine the basis underwriting commission referred to in Clause 7.1 in respect of allocation of the Hong Kong such reallocated Offer Shares. The Company acknowledges shall, and agrees that under the respective terms and conditions of the Receiving Bank Agreement and the Registrar Agreement, the Receiving Bank and undertakes with the Hong Kong Underwriters that it shall use its best efforts to procure the Receiving Banks and the H Share Registrar shallto, as soon as practicable promptly after the close of the Application Lists, and in any event in accordance with the terms of the Receiving Banks Agreement, provide the Sole Overall Coordinator Joint Sponsors and the Sole Sponsor Joint Global Coordinators with such information, calculations and assistance as the Sole Overall Coordinator Joint Sponsors and the Sole Sponsor Joint Global Coordinators may require for the purposes of determining, inter alia: 4.5.1 4.3.1 in the event respect of a Hong Kong Public Offering an Under-Subscription, the number of Hong Kong Offer Shares which have not been applied for pursuant to Accepted Hong Kong Public Offering Applications; or 4.5.2 4.3.2 in the event respect of a Hong Kong Public Offering an Over-Subscription, the number of times by which the number of Hong Kong Offer Shares which have been validly applied for pursuant to Accepted Hong Kong Public Offering Applications exceeds the total number of Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering; and 4.5.3 4.3.3 the level of acceptances and basis of allocation of the Hong Kong Offer Shares. (a) it has not solicited offers for, or offered or sold, and will not solicit offers for the Offer Shares except (i) within the United States to persons it reasonably believes to be qualified institutional buyers as defined in Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or (ii) in offshore transactions as defined in, and in accordance with, Regulation S; and (b) such Hong Kong Underwriter has not engaged and will not engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Hong Kong Offer Shares.

Basis of allocation. The Company agrees that Joint Sponsors and the Sole Overall Coordinator shall have the exclusive right, in their sole Joint Global Coordinators (for themselves and absolute discretion, upon and subject to the terms and conditions on behalf of the Hong Kong Public Offering DocumentsUnderwriters) shall, as soon as practicable after the close of the Application Lists, determine the manner and the basis of allocation of the Hong Kong Offer Shares in their absolute discretion. The Joint Sponsors and the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to exercise, and on behalf of the Company to authorize the Receiving Bank Agreement and this Agreementto exercise, and in compliance with applicable Laws, the absolute discretion on the part of the Company to reject or accept in whole or in part any Hong Kong Public Offering Application in accordance with the Hong Kong Public Offering Documents, this Agreement or otherwise and, where without prejudice to Clause 4.9 below, the number Joint Global Coordinators shall have the absolute discretion, but shall not be obliged, on behalf of the Company, to reallocate Offer Shares from the International Offering to the Hong Kong Public Offering and make available such reallocated Offer Shares as additional Hong Kong Offer Shares being applied for exceeds to satisfy Hong Kong Public Offering Applications. The respective International Offering Underwriting Commitments of the total number International Underwriters may be correspondingly reduced in such proportions as the Joint Global Coordinators may in their absolute discretion determine in the event of such reallocation and the Hong Kong Offer Shares, Underwriters will not be entitled to determine the basis underwriting commission referred to in Clause 7.1 in respect of allocation of the Hong Kong such reallocated Offer Shares. The Company acknowledges and agrees that under the respective terms and conditions of the Receiving Bank Agreement and the H Share Registrar Agreement, the Receiving Bank and the Hong Kong Registrar shall, as soon as practicable after the close of the Application Lists, provide the Sole Overall Coordinator Joint Sponsors and the Sole Sponsor Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) with such information, calculations and assistance as the Sole Overall Coordinator Joint Sponsors and the Sole Sponsor Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) may require for the purposes of determining, inter alia: 4.5.1 4.3.1 in the event of a Hong Kong Public Offering Under-Subscription, the number of Hong Kong Offer Shares which have not been applied for pursuant to Accepted Hong Kong Public Offering Applications; or 4.5.2 4.3.2 in the event of a Hong Kong Public Offering Over-Subscription, the number of times by which the number of Hong Kong Offer Shares which have been validly applied for pursuant to Accepted Hong Kong Public Offering Applications exceeds the total number of Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering; and 4.5.3 4.3.3 the level of acceptances and basis of allocation of the Hong Kong Offer Shares. (a) it has not solicited offers for, or offered or sold, and will not solicit offers for the Offer Shares except (i) within the United States to persons it reasonably believes to be qualified institutional buyers as defined in Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or (ii) in offshore transactions as defined in, and in accordance with, Regulation S; and (b) such Hong Kong Underwriter has not engaged and will not engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Hong Kong Offer Shares.

Basis of allocation. The Company agrees that the Sole Overall Coordinator Joint Sponsors (together with the Joint Representatives (for themselves and on behalf of the Joint Bookrunners and the Hong Kong Underwriters)) shall have the exclusive right, in their sole and absolute discretion, upon and subject to the terms and conditions of the Hong Kong Public Offering Documents, the Receiving Bank Agreement Documents and this Agreement, to determine the manner and in compliance with applicable Lawsthe basis of allocation of the Hong Kong Offer Shares, to reject or accept in whole or in part any Hong Kong Public Offering Application and this Agreement or otherwise and, where without prejudice to Clause 4.11 below, the number Joint Representatives shall have the sole and absolute discretion, but shall not be obliged, on behalf of the Company, to reallocate Offer Shares from the International Offering to the Hong Kong Public Offering and make available such reallocated Offer Shares as additional Hong Kong Offer Shares being applied for exceeds to satisfy Hong Kong Public Offering Applications. The respective International Offering Purchasing Commitments of the total number International Underwriters may be correspondingly reduced in such proportions as the Joint Representatives may in their sole and absolute discretion determine in the event of such reallocation and the Hong Kong Offer Shares, Underwriters will not be entitled to determine the basis underwriting commission referred to in Clause 6.1 in respect of allocation of the Hong Kong such reallocated Offer Shares. The Company acknowledges shall, and agrees shall procure that under the respective terms and conditions of the Receiving Bank Agreement and the Registrar Agreement, the Receiving Bank and the Hong Kong Share Registrar shall, as soon as practicable after the close of the Application Lists, provide the Sole Overall Coordinator Joint Sponsors and the Sole Sponsor Joint Representatives with such information, calculations and assistance as the Sole Overall Coordinator Joint Sponsors and the Sole Sponsor Joint Representatives may require for the purposes of determining, inter alia: 4.5.1 in the event of a Hong Kong Public Offering an Under-Subscription, the number of Hong Kong Offer Shares which have not been applied for pursuant to Accepted Hong Kong Public Offering Applications; or 4.5.2 in the event of a Hong Kong Public Offering an Over-Subscription, the number of times by which the number of Hong Kong Offer Shares which have been validly applied for pursuant to Accepted Hong Kong Public Offering Applications exceeds the total number of Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering; and 4.5.3 the level of acceptances acceptance and basis of allocation of the Hong Kong Offer Shares. (a) it has not solicited offers for, or offered or sold, and will not solicit offers for the Offer Shares except (i) within the United States to persons it reasonably believes to be qualified institutional buyers as defined in Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or (ii) in offshore transactions as defined in, and in accordance with, Regulation S; and (b) such Hong Kong Underwriter has not engaged and will not engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Hong Kong Offer Shares.

Basis of allocation. The Company agrees that the Sole Overall Coordinator shall have the exclusive right, in their sole Coordinators (for themselves and absolute discretion, upon and subject to the terms and conditions on behalf of the Hong Kong Public Offering DocumentsUnderwriters) shall, as soon as practicable after the close of the Application Lists and after consultation with the Company, determine the manner and the basis of allocation of the Hong Kong Offer Shares. The Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall, after consultation with the Company, be entitled to exercise, and on behalf of the Company to authorise the Receiving Banks to exercise, the Receiving Bank Agreement sole and this Agreement, and in compliance with applicable Laws, absolute discretion on the part of the Company to reject or accept in whole or in part any Hong Kong Public Offering Application in accordance with the Hong Kong Public Offering Documents, this Agreement or otherwise and, where without prejudice to Clause 4.9, the number Overall Coordinators shall, after consultation with the Company, have the sole and absolute discretion, but shall not be obliged, on behalf of the Company, to reallocate Offer Shares from the International Offering to the Hong Kong Public Offering and make available such reallocated Offer Shares as additional Hong Kong Offer Shares being applied for exceeds to satisfy Hong Kong Public Offering Applications. The respective International Offering Purchasing Commitments of the total number International‌ Underwriters may be correspondingly reduced in such proportions as the Overall Coordinators may, after consultation with the Company, in their sole and absolute discretion determine in the event of such reallocation and the Hong Kong Offer Shares, Underwriters will not be entitled to determine the basis underwriting commission referred to in Clause 7.1 in respect of allocation of the Hong Kong such reallocated Offer Shares. The Company acknowledges and agrees that under the respective terms and conditions of the Receiving Bank Agreement and the Registrar Agreement, the Receiving Bank and undertakes with the Hong Kong Underwriters that it shall, and shall use its best endeavours to procure the Receiving Banks and the H Share Registrar shall, as soon as practicable after the close of the Application Lists, provide the Sole Overall Coordinator Joint Sponsors and the Sole Sponsor Overall Coordinators with such information, calculations and assistance as the Sole Overall Coordinator Joint Sponsors and the Sole Sponsor Overall Coordinators may require for the purposes of determining, inter alia: 4.5.1 (a) in the event respect of a Hong Kong Public Offering an Under-Subscription, the number of Hong Kong Offer Shares which have not been applied for pursuant to Accepted Hong Kong Public Offering Applications; oror‌ 4.5.2 (b) in the event respect of a Hong Kong Public Offering an Over-Subscription, the number of times by which the number of Hong Kong Offer Shares which have been validly applied for pursuant to Accepted Hong Kong Public Offering Applications exceeds the total number of Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering; and 4.5.3 (c) the level of acceptances and basis of allocation of the Hong Kong Offer Shares. (a) it has not solicited offers for, or offered or sold, and will not solicit offers for the Offer Shares except (i) within the United States to persons it reasonably believes to be qualified institutional buyers as defined in Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or (ii) in offshore transactions as defined in, and in accordance with, Regulation S; and (b) such Hong Kong Underwriter has not engaged and will not engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Hong Kong Offer Shares.

Basis of allocation. The Company agrees that Joint Sponsors and the Sole Overall Coordinator shall have Joint Global Coordinators (on behalf of themselves and the exclusive rightJoint Bookrunners, in their sole the Joint Lead Managers and absolute discretionthe Hong Kong Underwriters) shall, upon as soon as practicable after the close of the Application Lists, determine the manner and subject to the terms and conditions basis of allocation of the Hong Kong Public Offering DocumentsOffer Shares. The Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters) shall be entitled to exercise, and on behalf of the Company to authorise the Receiving Bank Agreement to exercise, the sole and this Agreement, and in compliance with applicable Laws, absolute discretion on the part of the Company to reject or accept in whole or in part any Hong Kong Public Offering Application in accordance with the Hong Kong Public Offering Documents, this Agreement or otherwise and, where without prejudice to Clause 4.9 below, the number Joint Global Coordinators shall have the sole and absolute discretion, but shall not be obliged, on behalf of the Company, to reallocate Offer Shares from the International Offering to the Hong Kong Public Offering and make available such reallocated Offer Shares as additional Hong Kong Offer Shares being applied for exceeds to satisfy Hong Kong Public Offering Applications. The respective International Offering Purchasing Commitments of the total number International Underwriters may be correspondingly reduced in such proportions as the Joint Global Coordinators may in their sole and absolute discretion determine in the event of such reallocation and the Hong Kong Offer Shares, Underwriters will not be entitled to determine the basis underwriting commission referred to in Clause 7.1 in respect of allocation of the Hong Kong such reallocated Offer Shares. The Company acknowledges and agrees undertakes with the Hong Kong Underwriters that under the respective terms and conditions of the Receiving Bank Agreement and the Registrar Agreement, it shall procure the Receiving Bank and the Hong Kong Share Registrar shall, as soon as practicable after the close of the Application Lists, provide the Sole Overall Coordinator Joint Sponsors and the Sole Sponsor Joint Global Coordinators with such information, calculations and assistance as the Sole Overall Coordinator Joint Sponsors and the Sole Sponsor Joint Global Coordinators may require for the purposes of determining, inter alia: 4.5.1 4.3.1 in the event respect of a Hong Kong Public Offering an Under-Subscription, the number of Hong Kong Offer Shares which have not been applied for pursuant to Accepted Hong Kong Public Offering Applications; or 4.5.2 4.3.2 in the event respect of a Hong Kong Public Offering an Over-Subscription, the number of times by which the number of Hong Kong Offer Shares which have been validly applied for pursuant to Accepted Hong Kong Public Offering Applications exceeds the total number of Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering; and 4.5.3 4.3.3 the level of acceptances and basis of allocation of the Hong Kong Offer Shares. (a) it has not solicited offers for, or offered or sold, and will not solicit offers for the Offer Shares except (i) within the United States to persons it reasonably believes to be qualified institutional buyers as defined in Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or (ii) in offshore transactions as defined in, and in accordance with, Regulation S; and (b) such Hong Kong Underwriter has not engaged and will not engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Hong Kong Offer Shares.