Common use of Costs payable by the Company Clause in Contracts

Costs payable by the Company. All costs, expenses and fees (as agreed or confirmed by the Company) and charges and Taxation (except as separately agreed between the Company and the relevant parties, where applicable) in connection with or incidental to the Global Offering, the listing of the H Shares on the Stock Exchange and this Agreement as specified in this Clause 6.2 and the transactions contemplated thereby or hereby, including, without limitation, the following:‌ 6.2.1 fees and expenses of the Sole Sponsor as specified in the Sole Sponsor’ engagement letter; 6.2.2 fees and expenses of the Reporting Accountants; 6.2.3 fees and expenses of the H Share Registrar and the White Form eIPO Service Provider; 6.2.4 fees and expenses of the Internal Controls Consultant and the Industry Expert; 6.2.5 fees and expenses of any public relations consultants; 6.2.6 fees and expenses of the Receiving Bank and the Nominee; 6.2.7 fees and expenses of any translators or provider of translation services ; 6.2.8 fees, disbursements and expenses of all legal advisers to the Company and the fees, disbursements and expenses of all legal advisers to the Sole Sponsor and the Underwriters; 6.2.9 fees and expenses of the background search service provider, provided that the Company had been notified of and agreed to such search services being carried out before the search services were provided; 6.2.10 fees and expenses of other agents and advisers of the Company relating to the Global Offering; 6.2.11 fees and expenses relating to the application for listing of and permission to deal in the Offer Shares on the Stock Exchange, the registration of any documents with any relevant Authority (including all amendments and supplements thereto) and the qualification of the Offer Shares in any jurisdiction; 6.2.12 all reasonably incurred printing and advertising costs and ancillary costs and expenses relating to the Global Offering (including the fees and expenses of the financial printer retained for the Global Offering and any costs and expenses incurred as a result of any syndicate analysts’ briefing and other presentations relating to the Global Offering, and pre- marking and roadshow costs and expenses, including those fees and expenses of syndicates and the roadshow coordinator engaged by or those that were held and authorised by the Company); 6.2.13 all other reasonably incurred out-of-pocket expenses of the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner; 6.2.14 all costs of preparation, printing, filing, despatch and distribution of the Offering Documents in all relevant jurisdictions, and all amendments and supplements thereto; 6.2.15 all costs of despatch and distribution (including transportation, packaging and insurance) of share certificates, letters of regret and refund cheques; 6.2.16 the Trading Fee and the Transaction Levy payable by the Company, and all capital duty (if any), premium duty (if any) and any other fees, charges, expenses, Taxes and levies payable, in respect of the creation, issue, sale and delivery of the Offer Shares, the Global Offering, the execution and delivery of and the performance of any provisions of this Agreement (save for any profit tax payable by any of the Sole Global Coordinator, the Sole Sponsor or the Underwriters, arising out of any commission or fees received by any of such parties pursuant to the Underwriting Agreements);‌ 6.2.17 all processing charges and related expenses payable to HKSCC; 6.2.18 all CCASS transaction fees payable in connection with the Global Offering; 6.2.19 all fees and expenses related to the company search, litigation and legal proceeding searches, bankruptcy and insolvency searches, directorship searches and background searches in connection with the Global Offering, provided that the Company had been notified of and agreed to such searches being conducted before the searches were conducted or such searches deemed necessary by the Sole Sponsor in order to respond to any enquiry or investigation by the Authorities, shall be borne by the Company and the Company shall pay or cause to be paid all such costs, expenses, fees, charges and Taxation, as applicable, and subject to the terms of the agreements entered into between the Company and the relevant parties. If any costs, expenses, fees or charges referred to in this Clause 6.2 is paid or to be paid by any of the Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers or the Hong Kong Underwriters for or on behalf of the Company, the Company shall reimburse such costs, expenses, fees or charges provided that the such costs, expenses, fees or charges shall be set out in a schedule by the relevant Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers or the Hong Kong Underwriters to the Company at least two Business Days prior to the Listing Date. For the avoidance of doubt, no fees, commissions, costs or expenses described in this Agreement and the International Underwriting Agreement shall be deducted twice from the proceeds of the International Placing and the Hong Kong Public Offering.

Appears in 1 contract

Samples: Hong Kong Underwriting Agreement

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Costs payable by the Company. All Subject to clause 6.4, all costs, expenses and fees (as agreed or confirmed by the Company) and expenses, fees, charges and Taxation (except as separately agreed between the Company and the relevant parties, where applicable) in connection with or incidental to the Global Offering, the listing of the H Shares Class A ordinary shares on the Stock Exchange SEHK and this Agreement as specified in this Clause 6.2 and the transactions contemplated thereby or hereby, including, without limitation, the following:‌following: 6.2.1 fees 6.3.1 any remaining sponsor fee and accrued out-of-pocket expenses payable to the Joint Sponsors under the engagement letters (the "Sponsor Engagement Letters") dated February 8, 2021 between the Company, GS, Credit Suisse and CLSA CM, and dated March 1, 2021 between the Company and CICC. Any reimbursement of out-of-pocket expenses of the Sole Sponsor as specified Joint Sponsors will be made subject to the written consent of the Company upon receipt of a breakdown of expenses incurred, and on an actually incurred basis, from each of the respective Joint Sponsors. For the avoidance of doubt, on completion of the Listing, an amount equal to the total sponsor fee payable to the Joint Sponsors shall be deducted from the aggregate amount of the underwriting commission received by the Joint Sponsors or their respective affiliates pursuant to the provisions of this Agreement and the International Underwriting Agreement; provided, however, that in the Sole Sponsor’ engagement letterevent the Listing is not completed, the sponsors' fee shall be due and payable as set out in the Sponsor Engagement Letters; 6.2.2 fees 6.3.2 fees, disbursements and expenses of the Reporting Accountants; 6.2.3 fees 6.3.3 fees, disbursements and expenses of the H Share Hong Kong Registrar and the White Form eIPO Service Provider; 6.2.4 fees and expenses of the Internal Controls Consultant and the Industry Expert; 6.2.5 fees and expenses of any public relations consultants; 6.2.6 fees and expenses of the Receiving Bank and the Nominee; 6.2.7 fees and expenses of any translators or provider of translation services ; 6.2.8 6.3.4 fees, disbursements and expenses of all legal advisers to the Company and the fees, disbursements fees and expenses of all legal advisers to the Sole Sponsor and the Underwriters; 6.2.9 fees 6.3.5 fees, disbursements and expenses of the background search service provider, provided that the Company had been notified of and agreed to such search services being carried out before the search services were providedIndustry Consultant; 6.2.10 fees 6.3.6 fees, disbursements and expenses of the Internal Control Consultant; 6.3.7 fees, disbursements and expenses of any public relations consultants; 6.3.8 fees, disbursements and expenses of the Receiving Bank and the Nominee; 6.3.9 fees, disbursements and expenses of other agents and advisers of the Company relating to the Global Offering; 6.2.11 fees 6.3.10 fees, disbursements and expenses relating related to the application for listing of and permission to deal in the Offer Shares on the Stock ExchangeSEHK, the registration of any documents with any relevant Authority (including all amendments and supplements thereto) and the qualification of the Offer Shares in any jurisdiction; 6.2.12 6.3.11 all reasonably incurred printing and advertising costs and ancillary costs and expenses relating to the Global Offering (including the all fees and expenses of the financial printer retained for the Global Offering and any costs and expenses incurred as a result of any syndicate analysts’ briefing and other presentations relating to the Global Offering, and pre- marking and roadshow costs and expenses, including those fees and expenses of syndicates and the roadshow coordinator engaged by or those that were held and authorised by the Company); 6.2.13 all other reasonably incurred out-of-pocket expenses of the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner; 6.2.14 6.3.12 all costs of preparation, printing, filingdespatch, despatch filing and distribution of the Offering Documents and PHIP (where applicable) in all relevant jurisdictions, and all amendments and supplements thereto; 6.2.15 6.3.13 all costs of preparation, printing, despatch and distribution (including transportation, packaging and insurance) of share certificates, letters of regret and refund cheques; 6.2.16 6.3.14 fees and expenses relating to the registration of the Hong Kong Public Offering Documents and any amendments and supplements thereto with any Authority, including, without limitation, the Registrar of Companies in Hong Kong; 6.3.15 the Trading Fee and the Transaction Levy payable by the Company, and all capital duty (if any), stamp duty (if any), premium duty (if any) and any other fees, charges, expenses, Taxes and levies payable, in respect of the creation, issue, sale and delivery of the Offer Shares, ; 6.3.16 all costs and expenses related to the preparation and launching of the Global Offering; 6.3.17 fees and expenses related to background searches, the execution company searches, litigation searches, bankruptcy and delivery of insolvency searches, directorship searches and the performance of any provisions of this Agreement (save for any profit tax payable other searches conducted by any or on behalf of the Sole Joint Representatives in connection with the Global Coordinator, Offering and which have been approved by the Sole Sponsor or the Underwriters, arising out of any commission or fees received by any of such parties pursuant to the Underwriting Agreements);‌ 6.2.17 all processing charges and related expenses payable to HKSCCCompany in writing; 6.2.18 6.3.18 all CCASS transaction fees payable in connection with the Global Offering;; and 6.2.19 all 6.3.19 fees and expenses related of the financial printer retained for the Global Offering (including any translator fee charged by or payable to the company search, litigation and legal proceeding searches, bankruptcy and insolvency searches, directorship searches and background searches in connection with the Global Offering, provided that the Company had been notified of and agreed to such searches being conducted before the searches were conducted or such searches deemed necessary by the Sole Sponsor in order to respond to any enquiry or investigation by the Authoritiesfinancial printer), shall be borne by the Company Company, and the Company shall pay or cause to be paid all such costs, expenses, fees, charges and Taxation, as applicable, and subject to Taxation incurred in connection with the terms listing of the agreements entered into between Class A ordinary shares on the Stock Exchange including, without limitation, Brokerage, Trading Fee and Transaction Levy payable by the Company and any stamp or capital duty or other similar tax arising from the relevant parties. If any costscreation, expensesissue, fees allotment or charges referred sale of Offer Shares pursuant to the Global Offering, other than Taxes imposed in this Clause 6.2 is paid respect of net income or to be paid profit by any of a taxing jurisdiction wherein the Sole Global CoordinatorJoint Sponsors, the Sole SponsorJoint Representatives, the Sole BookrunnerJoint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Hong Kong Underwriters for are incorporated, resident or have a fixed place of business, imposed on behalf or with respect to any commission or fees received by any of the Company, the Company shall reimburse such costs, expenses, fees or charges provided that the such costs, expenses, fees or charges shall be set out in a schedule by the relevant Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers or the Hong Kong Underwriters parties pursuant to the Company at least two Business Days prior to the Listing Date. For the avoidance of doubt, no fees, commissions, costs or expenses described in this Agreement and the International Underwriting Agreement shall be deducted twice from the proceeds of the International Placing and the Hong Kong Public OfferingAgreement.

Appears in 1 contract

Samples: Hong Kong Underwriting Agreement (WEIBO Corp)

Costs payable by the Company. All the costs, expenses and fees (as agreed or confirmed by the Company) and expenses, fees, charges and Taxation (except as separately agreed between the Company and the relevant parties, where applicable) in connection with or incidental to the Global Offering, the listing of the H Shares on the Stock Exchange SEHK and this Agreement as specified in this Clause 6.2 and the transactions contemplated thereby or hereby, including, without limitation, the following:‌following: 6.2.1 fees and expenses of the Sole Sponsor as specified in the Sole Sponsor’ engagement letter; 6.2.2 fees 6.3.1 fees, disbursements and expenses of the Reporting Accountants; 6.2.3 fees 6.3.2 fees, disbursements and expenses of the H Hong Kong Share Registrar and the White Form eIPO Service Provider; 6.2.4 fees 6.3.3 fees, disbursements and expenses of the Internal Controls Consultant and the Industry ExpertConsultant; 6.2.5 fees and expenses of any public relations consultants; 6.2.6 fees and expenses of the Receiving Bank and the Nominee; 6.2.7 fees and expenses of any translators or provider of translation services ; 6.2.8 6.3.4 fees, disbursements and expenses of all legal advisers to the Company and the fees, disbursements fees and expenses of all legal advisers to the Sole Sponsor and the Underwriters; 6.2.9 fees 6.3.5 fees, disbursements and expenses of the background search service provider, provided that the Company had been notified of and agreed to such search services being carried out before the search services were providedInternal Control Consultant; 6.2.10 fees 6.3.6 fees, disbursements and expenses of any public relations consultants engaged by the Company; 6.3.7 fees, disbursements and expenses of printer (including translation costs and expenses); 6.3.8 fees, disbursements and expenses of the Receiving Bank and the Nominee; 6.3.9 fees, disbursements and expenses of other agents and advisers of the Company or otherwise engaged by the Company relating to the Global Offering; 6.2.11 fees 6.3.10 fees, disbursements and expenses relating related to the application for listing of and permission to deal in the Offer Shares on the Stock ExchangeSEHK, the registration of the Hong Kong Public Offering Documents or any required documents with any relevant Authority (including all amendments and supplements thereto) and the qualification of the Offer Shares in any jurisdiction; 6.2.12 6.3.11 all reasonably incurred printing and advertising costs and ancillary costs and expenses relating to the Global Offering (including the fees and expenses of the financial printer retained for the Global Offering and any costs and expenses incurred as a result of any syndicate analysts’ briefing and other presentations relating in relation to the Global Offering, and pre- marking and roadshow costs and expenses, including those fees and expenses of syndicates and the roadshow coordinator engaged by or those that were held and authorised by the Company); 6.2.13 all other reasonably incurred out-of-pocket expenses of the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner; 6.2.14 6.3.12 all costs of preparation, printing, filing, despatch and distribution of the Offering Documents in all relevant jurisdictions, and all amendments and supplements thereto; 6.2.15 6.3.13 all costs of preparing, printing, despatch and distribution (including transportation, packaging and insurance) of share certificates, letters of regret and refund chequescheques in relation to the Global Offering; 6.2.16 6.3.14 all cost of preparing, printing or producing this Agreement, the International Underwriting Agreement, closing documents (including compilations thereof) and any other documents in connection with the offering, purchase, sale and deliver of the Offer Shares; 6.3.15 the Trading Fee Fee, FRC Transaction Levy and the Transaction Levy payable by the Company, and all capital duty (if any), premium duty (if any) and any other fees, charges, expenses, Taxes and levies payable, in respect of the creation, issue, sale and delivery of the Offer Shares, the Global Offering, the execution and delivery of and the performance of any provisions of this Agreement (save for any profit tax payable by any of the Sole Global Coordinator, the Sole Sponsor or the Underwriters, arising out of any commission or fees received by any of such parties pursuant to the Underwriting Agreements);‌; and 6.2.17 all processing charges and related expenses payable to HKSCC; 6.2.18 6.3.16 all CCASS transaction fees payable in connection with the Global Offering; 6.2.19 all fees and expenses related to the company search, litigation and legal proceeding searches, bankruptcy and insolvency searches, directorship searches and background searches in connection with the Global Offering, provided that the Company had been notified of and agreed to such searches being conducted before the searches were conducted or such searches deemed necessary by the Sole Sponsor in order to respond to any enquiry or investigation by the Authorities, . shall be borne by the Company Company, and the Company shall, and the Warranting Shareholders shall procure the Company to, pay or cause to be paid all such costs, expenses, fees, charges and Taxation, as applicable, and Taxation (other than the income tax payable by the relevant recipient in respect of the fees received by it unless agreed otherwise) subject to the terms of the agreements entered into between the Company and the relevant parties. If any costs, expenses, fees or charges referred to in this Clause 6.2 6.3 is paid or to be paid by any of the Sole Joint Global CoordinatorCoordinators, the Sole Sponsor, the Sole BookrunnerJoint Bookrunners, the Joint Lead Managers or the Hong Kong Underwriters for or on behalf of the Company, the Company shall reimburse such costs, expenses, fees or charges provided that the such costs, expenses, fees or charges shall be set out in a schedule by schedule, supported with invoices and agreed among the relevant Sole Company and Joint Global CoordinatorCoordinators, the Sole Sponsor, the Sole BookrunnerJoint Bookrunners, the Joint Lead Managers or and/or the relevant Hong Kong Underwriters to the Company at least two Business Days prior to Underwriter within five days after the Listing Date. For the avoidance of doubt, no fees, commissions, costs or expenses described in this Agreement and the International Underwriting Agreement shall be deducted twice from the proceeds of the International Placing and the Hong Kong Public Offering.

Appears in 1 contract

Samples: Hong Kong Underwriting Agreement

Costs payable by the Company. All subject to clause 6.5, all costs, expenses and fees (as agreed or confirmed by the Company) and expenses, fees, charges and Taxation (except as separately agreed between the Company and the relevant parties, where applicable) in connection with or incidental to the Global Offering, the listing of the H Shares Class A ordinary shares on the Stock Exchange SEHK and this Agreement as specified in this Clause 6.2 and the transactions contemplated thereby or hereby, including, without limitation, the following:‌following: 6.2.1 fees and expenses of the Sole Sponsor as specified in the Sole Sponsor’ engagement letter; 6.2.2 fees 6.4.1 fees, disbursements and expenses of the Reporting Accountants; 6.2.3 fees 6.4.2 fees, disbursements and expenses of the H Hong Kong Share Registrar and the White Form eIPO Service Provider; 6.2.4 fees and expenses of the Internal Controls Consultant and the Industry Expert; 6.2.5 fees and expenses of any public relations consultants; 6.2.6 fees and expenses of the Receiving Bank and the Nominee; 6.2.7 fees and expenses of any translators or provider of translation services ; 6.2.8 6.4.3 fees, disbursements and expenses of all legal advisers to the Company and the fees, disbursements fees and expenses of all legal advisers to the Sole Sponsor and the Underwriters; 6.2.9 fees 6.4.4 fees, disbursements and expenses of the background search service provider, provided that the Company had been notified of and agreed to such search services being carried out before the search services were providedIndustry Consultant; 6.2.10 fees 6.4.5 fees, disbursements and expenses of the Internal Control Consultant; 6.4.6 fees, disbursements and expenses of any public relations consultants; 6.4.7 fees, disbursements and expenses of the Receiving Banks and the Nominee; 6.4.8 fees, disbursements and expenses of other agents and advisers of the Company relating to the Global Offering; 6.2.11 fees 6.4.9 fees, disbursements and expenses relating related to the application for listing of and permission to deal in the Offer Shares on the Stock ExchangeSEHK, the filing or registration of any documents with any relevant Authority (including all amendments and supplements thereto) and the qualification of the Offer Shares in any jurisdiction; 6.2.12 6.4.10 all reasonably incurred printing and advertising costs and ancillary costs and expenses relating to for marketing of the Global Offering offering; 6.4.11 all printing and translation costs (including the included within all fees and expenses of the financial printer retained for the Global Offering and any costs and expenses incurred as a result of any syndicate analysts’ briefing and other presentations relating to the Global Offering, and pre- marking and roadshow costs and expenses, including those fees and expenses of syndicates and the roadshow coordinator engaged by or those that were held and authorised by the Company); 6.2.13 all other reasonably incurred out-of-pocket expenses of the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner; 6.2.14 6.4.12 all costs of preparation, printing, filingdespatch, despatch filing and distribution of the Offering Documents and PHIP (where applicable) in all relevant jurisdictions, and all amendments and supplements thereto; 6.2.15 6.4.13 all costs and expenses of conducting any public relations activities relating to the Global Offering; 6.4.14 all costs of preparation, printing, despatch and distribution (including transportation, packaging and insurance) of share certificates, letters of regret and refund cheques; 6.2.16 6.4.15 fees and expenses relating to the registration of the Hong Kong Public Offering Documents and any amendments and supplements thereto with any Authority, including, without limitation, the Registrar of Companies in Hong Kong; 6.4.16 the Trading Fee Fee, the SFC Transaction Levy and the AFRC Transaction Levy payable by the Company, and all capital duty (if any), premium duty (if any) and any other fees, charges, expenses, Taxes and levies payable, in respect of the creation, issue, sale and delivery of the Offer Shares, ; 6.4.17 all costs and expenses related to the preparation and launching of the Global Offering, the execution and delivery of and the performance of any provisions of this Agreement (save for any profit tax payable by any of the Sole Global Coordinator, the Sole Sponsor or the Underwriters, arising out of any commission or fees received by any of such parties pursuant to the Underwriting Agreements);‌ 6.2.17 all processing charges and related expenses payable to HKSCC; 6.2.18 6.4.18 fees and expenses related to company searches, litigation searches, bankruptcy and insolvency searches and directorship searches in connection with the Global Offering which were previously approved by the Company in writing; 6.4.19 all CCASS transaction fees payable in connection with the Global Offering;; and 6.2.19 6.4.20 all fees traveling, accommodation, telecommunications, postage and other out-of-pocket expenses related to incurred by the company searchJoint Sponsors, litigation and legal proceeding searchesthe Joint Global Coordinators, bankruptcy and insolvency searchesthe Joint Bookrunners, directorship searches and background searches the Joint Lead Managers, the Hong Kong Underwriters of any of them or on their or its behalf under this Agreement or in connection with the Global Hong Kong Public Offering, provided that or incidental to the performance of the obligations of the Company had been notified of and agreed to such searches being conducted before the searches were conducted or such searches deemed necessary by the Sole Sponsor in order to respond to any enquiry or investigation by the Authorities, accordance with this Agreement which are not otherwise specifically provided for in this Clause 6.4 shall be borne by the Company Company, and the Company shall pay or cause to be paid all such costs, expenses, fees, charges and Taxation, as applicable, and subject to Taxation incurred in connection with the terms listing of the agreements entered into between Class A ordinary shares on the Stock Exchange including, without limitation, Brokerage, Trading Fee, the SFC Transaction Levy and the AFRC Transaction Levy payable by the Company and any stamp or capital duty or other similar tax arising from the relevant parties. If any costscreation, expenses, fees issue and allotment or charges referred to in this Clause 6.2 is paid or to be paid by any sale of the Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers or the Hong Kong Underwriters for or on behalf of the Company, the Company shall reimburse such costs, expenses, fees or charges provided that the such costs, expenses, fees or charges shall be set out in a schedule by the relevant Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers or the Hong Kong Underwriters Offer Shares pursuant to the Company at least two Business Days prior to the Listing Date. For the avoidance of doubt, no fees, commissions, costs or expenses described in this Agreement and the International Underwriting Agreement shall be deducted twice from the proceeds of the International Placing and the Hong Kong Public Global Offering.

Appears in 1 contract

Samples: Hong Kong Underwriting Agreement (360 DigiTech, Inc.)

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Costs payable by the Company. All costs, expenses and expenses, fees (as agreed or confirmed by the Company) and charges and Taxation (except as separately agreed between the Company and the relevant parties, where applicable) Taxes in connection with or incidental to the Global Offering, the listing of the H Shares on the Stock Exchange Main Board of the SEHK and this Agreement as specified in this Clause 6.2 and the transactions contemplated thereby or hereby, including, without limitation, the following:‌following (where relevant, in such amounts and subject to such terms as agreed with such parties in their respective engagement letters, services agreements or contracts): 6.2.1 fees and 6.4.1 any outstanding payable out-of-pocket expenses of payable pursuant to the Sole Sponsor as specified in the Sole Sponsor’ engagement letterSponsors Engagement Letter; 6.2.2 6.4.2 fees and expenses of the Reporting Accountants; 6.2.3 6.4.3 fees and expenses of the H Hong Kong Share Registrar and the White Form eIPO Service Provider; 6.2.4 6.4.4 fees and expenses of all legal advisers to the Company (including the Company’s overseas counsels, including without limitation, Sxxxxxx Amarchand Mangaldas & Co, Hiswara Bunjamin & Tandjung, Fasken Mxxxxxxxx Dxxxxxxx LLP, Mxxxxx, Xxxxx & Bxxxxxx LLP and Robertsons) and the fees and expenses of all legal advisers to the Underwriters in accordance with the relevant engagement letters entered into between the Company and such legal advisers to the Underwriters; 6.4.5 fees and expenses of the Internal Controls Consultant Control Consultant; 6.4.6 fees and expenses of the Industry ExpertConsultant; 6.2.5 6.4.7 fees and expenses of the Property Valuer; 6.4.8 fees and expenses of any public relations consultantsconsultants engaged by the Company; 6.2.6 6.4.9 fees and expenses of any translators engaged by the Company; 6.4.10 fees and expenses of the Receiving Bank and the Nominee; 6.2.7 fees and expenses of any translators or provider of translation services ; 6.2.8 fees, disbursements and expenses of all legal advisers to the Company and the fees, disbursements and expenses of all legal advisers to the Sole Sponsor and the Underwriters; 6.2.9 6.4.11 fees and expenses of the background search service provider, provided that the Company had been notified of and agreed to such search services being carried out before the search services were providedfinancial printer; 6.2.10 6.4.12 fees and expenses of other agents and advisers of appointed by the Company relating to the Global Offering; 6.2.11 6.4.13 fees and expenses relating related to the application for listing of and permission to deal in the Offer Shares on the Stock ExchangeSEHK, the registration of any documents with any relevant Authority (including all amendments and supplements thereto) and the qualification of the Offer Shares in any jurisdiction; 6.2.12 6.4.14 all reasonably incurred printing and advertising costs and ancillary costs and expenses relating in relation to the Global Offering (including the fees and expenses as incurred on behalf of the financial printer retained for the Global Offering and any costs and expenses incurred as a result of any syndicate analysts’ briefing and other presentations relating to the Global Offering, and pre- marking and roadshow costs and expenses, including those fees and expenses of syndicates and the roadshow coordinator engaged by or those that were held and authorised by the Company); 6.2.13 all other reasonably incurred out-of-pocket expenses of the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner; 6.2.14 6.4.15 all costs of preparationpreparing, printing, filing, despatch dispatch and distribution of the Offering Documents in all relevant jurisdictions, and all amendments and supplements thereto; 6.2.15 6.4.16 all costs of despatch preparing, printing, dispatch and distribution (including transportation, packaging and insurance) of share certificates, letters of regret and refund cheques; 6.2.16 6.4.17 the Trading Fee and the Transaction Levy payable by the Company, and all capital duty (if any), premium duty (if any) and any other fees, chargescharges and, expenses, Taxes and levies payable, in respect of the creation, allotment, issue, sale and delivery of the Offer Shares, and/or the execution, delivery and performance of this Agreement; 6.4.18 all fees and expenses of conducting company searches, litigation and legal proceeding searches, bankruptcy and insolvency searches and directorship searches in connection with the Global Offering; 6.4.19 all costs and expenses related to the press conferences of the Company in relation to the Hong Kong Public Offering as incurred on behalf of the Company; 6.4.20 all expenses and application fees incurred in connection with any filing with, and clearance of the execution and delivery of offering by FINRA, and the performance fees and disbursements of counsel for the Underwriters in connection with, any provisions of this Agreement (save for any profit tax payable required review by any FINRA of the Sole Global Coordinator, terms of the Sole Sponsor or sale of the Underwriters, arising out of any commission or fees received by any of such parties pursuant to the Underwriting Agreements);‌ 6.2.17 all processing charges and related expenses payable to HKSCCOffer Shares; 6.2.18 6.4.21 all CCASS transaction fees payable in connection with the Global Offering;; and 6.2.19 6.4.22 all fees and expenses related relating to the company search, litigation and legal proceeding searches, bankruptcy and insolvency searches, directorship searches and background searches third party due diligence conducted in connection with the Global Offering, provided that the Company had been notified of and agreed to such searches being conducted before the searches were conducted or such searches deemed necessary by the Sole Sponsor Offering but not covered under Clause 6.4.1 in order to respond to any enquiry or investigation by the Authoritiesthis Agreement, shall be borne by the Company Company, and the Company shall pay or cause to be paid all such costs, expenses, fees, charges and Taxation, as applicable, and subject to the terms of the agreements entered into between the Company and the relevant parties. If any costs, expenses, fees or charges referred to in this Clause 6.2 is paid or to be paid by any of the Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers or the Hong Kong Underwriters for or on behalf of the Company, the Company shall reimburse such costs, expenses, fees or charges provided that the such costs, expenses, fees or charges shall be set out in a schedule by the relevant Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers or the Hong Kong Underwriters to the Company at least two Business Days prior to the Listing Date. For the avoidance of doubt, no fees, commissions, costs or expenses described in this Agreement and the International Underwriting Agreement shall be deducted twice from the proceeds of the International Placing and the Hong Kong Public Offering.

Appears in 1 contract

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

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