Common use of Conditions of Subscription Clause in Contracts

Conditions of Subscription. 6.1 Completion of the Subscription is conditional upon the fulfilment of the following conditions: 6.1.1 the Listing Committee of the Stock Exchange granting listing of and permission to deal in the Subscription Shares (and such listing and permission not subsequently revoked prior to the delivery of definitive share certificate(s) representing the Subscription Shares under Clause 7.3 hereof); and 6.1.2 completion of the Placing having occurred pursuant to the terms of this Agreement. 6.2 The Company shall, as soon as is reasonably practicable, apply to the Stock Exchange for the granting of listing of, and permission to deal in, the Subscription Shares after the signing of this Agreement and the Company shall use all reasonable endeavours to obtain the granting of such listing and permission to deal by the Listing Committee of the Stock Exchange as soon as is reasonably practicable and will inform the Vendor promptly following the granting of the same. The Company shall furnish such information, supply such documents, pay such fees and do all such acts and things as may reasonably be required by the Vendor, the Joint Placing Agents, SFC and/or the Stock Exchange in connection with the fulfilment of the Conditions. The Joint Placing Agents shall provide the Company with such necessary assistance as may be reasonably requested by the Company and the Vendor in connection with the fulfilment of the Conditions. 6.3 If the Conditions are not fulfilled within 14 days after the date of this Agreement or such later date as may be agreed between the Company and the Vendor, the Company and the Vendor shall take any necessary steps to fulfil any applicable requirements under the Listing Rules, including but not limited to, obtaining the approval of the independent shareholders of the Company prior to completion of the Subscription. If such approval is not granted by the independent shareholders, the obligations and liabilities of the Vendor and the Company under the Subscription shall be terminated and neither the Company nor the Vendor shall have any claim against the other for costs, damages, compensation or otherwise provided that the Company shall reimburse the Vendor any Expenses which the Vendor shall be obliged to pay in connection with the Placing and/or the Subscription. Notwithstanding the provisions of this Clause 6.3, the Vendor may in its absolute discretion continue to take all necessary steps but subject to compliance with the Listing Rules, to proceed to complete the subscription for or purchase the shares equivalent to the amount of Subscription Shares in any other manner as soon as practicable thereafter.

Conditions of Subscription. 6.1 3.1 Completion of the Subscription is conditional upon the fulfilment of the following conditions: 6.1.1 3.1.1 a waiver granted by the SFC to the Concert Parties waiving their obligation to observe Rule 26.1 of the Takeovers Code in relation to the Placing and Subscription; 3.1.2 the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Subscription Shares (and such listing and permission not subsequently revoked prior to the delivery of definitive share certificate(s) representing the Subscription Shares under Clause 7.3 4.3 hereof); and 6.1.2 3.1.3 completion of the Placing having occurred pursuant to the terms of this the Placing Agreement. 6.2 3.2 The Company shall, as soon as is reasonably practicable, apply to the Stock Exchange for the granting of listing of, and permission to deal in, the Subscription Shares after the signing of this Agreement and the Company shall use all reasonable endeavours to obtain the granting of such listing and permission to deal by the Listing Committee of the Stock Exchange as soon as is reasonably practicable and will inform the Vendor Subscriber and the Placing Agent promptly following the granting of the same. The Company shall furnish such information, supply such documents, pay such fees and do all such acts and things as may reasonably be required by the VendorSubscriber, the Joint Placing AgentsAgent, the SFC and/or the Stock Exchange in connection with the fulfilment of the Conditions. The Joint Placing Agents shall provide , including without limitation, a certified true copy of the Company with such necessary assistance as may be reasonably requested listing approval granted by the Company and the Vendor in connection with the fulfilment of the ConditionsListing Committee. 6.3 3.3 If the Conditions are not fulfilled within 14 days after the date of this Agreement or such later date as may be agreed between the Company and the Vendor, the Company and the Vendor shall take any necessary steps to fulfil any applicable requirements under the Listing Rules, including but not limited to, obtaining the approval of the independent shareholders of the Company prior to completion of the Subscription. If such approval is not granted by the independent shareholdersSubscriber, the obligations and liabilities of the Vendor Subscriber and the Company under the Subscription shall be terminated null and void and neither the Company nor the Vendor Subscriber shall have any claim against the other for costs, damages, compensation or otherwise provided that that: 3.3.1 the Company shall reimburse the Vendor Subscriber any Expenses legal fees and out-of-pocket expenses which the Vendor Subscriber shall be obliged to pay in connection with the Placing and/or Subscription; and 3.3.2 the Subscription. Notwithstanding the provisions of this Clause 6.3, the Vendor may in its absolute discretion continue to take all necessary steps but subject to compliance with the Listing Rules, to proceed to complete the subscription for or purchase the shares equivalent Company shall forthwith pay to the amount Subscriber such amounts in respect of Subscription Shares in any other manner the net proceeds of the Placing as soon as practicable thereafterare held by the Company.

Conditions of Subscription. 6.1 3.1 Completion of the Subscription is conditional upon the fulfilment of the following conditions: 6.1.1 3.1.1 the Listing Committee of the Stock Exchange granting listing of and permission to deal in the Subscription Shares (and such listing and permission not subsequently revoked prior to the delivery of definitive share certificate(s) representing the Subscription Shares under Clause 7.3 4.3 hereof); 3.1.2 the Company having obtained the approval of the shareholders of the Company (China IC Fund, the Subscriber and their associates having abstained from voting) at the Shareholders’ Meeting for the issue of the Subscription Shares by the Company; and 6.1.2 completion 3.1.3 the subscription of the Placing having occurred pursuant to Subscription Shares by the terms Subscriber shall not be prohibited by any law or governmental order or regulation and the Subscriber shall have obtained all necessary government approvals or consent for subscription of this Agreementthe Subscription Shares. 6.2 3.2 The Company shall, as soon as is reasonably practicable, practicable (1) take such steps as are necessary to hold the Shareholders’ Meeting with a view to obtain the approvals required under Condition 3.1.2; and (2) apply to the Stock Exchange for the granting of listing of, and permission to deal in, the Subscription Shares after the signing of this Agreement and the Company shall use all its reasonable endeavours to obtain the granting of such listing and permission to deal by the Listing Committee of the Stock Exchange as soon as is reasonably practicable and will inform the Vendor Subscriber promptly following the granting of the same. The Company shall furnish such information, supply such documents, pay such fees and do all such acts and things as may reasonably be required by the Vendor, the Joint Placing AgentsSubscriber, SFC and/or the Stock Exchange in connection with the fulfilment of the Conditions. The Joint Placing Agents Conditions in Clauses 3.1.1 and 3.1.2 and the Subscriber shall provide the Company with do all such necessary assistance acts and things as may reasonably be reasonably requested by required for the Company and the Vendor in connection with the fulfilment satisfaction of the ConditionsCondition in Clause 3.1. 6.3 If the Conditions are not fulfilled within 14 days after the date of this Agreement or such later date as may be agreed between the Company and the Vendor, the Company and the Vendor shall take any necessary steps to fulfil any applicable requirements under the Listing Rules, including but not limited to, obtaining the approval of the independent shareholders of the Company prior to completion of the Subscription. If such approval is not granted by the independent shareholders, the obligations and liabilities of the Vendor and the Company under the Subscription shall be terminated and neither the Company nor the Vendor shall have any claim against the other for costs, damages, compensation or otherwise provided that the Company shall reimburse the Vendor any Expenses which the Vendor shall be obliged to pay in connection with the Placing and/or the Subscription. Notwithstanding the provisions of this Clause 6.3, the Vendor may in its absolute discretion continue to take all necessary steps but subject to compliance with the Listing Rules, to proceed to complete the subscription for or purchase the shares equivalent to the amount of Subscription Shares in any other manner as soon as practicable thereafter.