Common use of Employment and Pensions Clause in Contracts

Employment and Pensions. 17.1 Each Group Company is in all material respects in compliance with the Labour Contract Law of the PRC, passed by the Standing Committee of the PRC and effective on 1 January 2008. 17.2 Save as described in the Prospectus, there are no amounts owing or promised to any present or former directors, senior management or consultants of any Group Company other than remuneration accrued due or for reimbursement of business expenses. 17.3 No directors or senior management of any Group Company have given or been given notice terminating their contracts of employment. 17.4 There are no proposals to terminate the employment or consultancy of any directors, key employees of any Group Company or to vary or amend their terms of employment (whether to their detriment or benefit). 17.5 No Group Company has outstanding any undischarged liability to pay to any Governmental Authority in any jurisdiction any taxation, contribution or other impost arising in connection with the employment or engagement of directors, employees or consultants by it. 17.6 No liability has been incurred by any Group Company for: 17.6.1 breach of any contract of service, contract for services or consultancy agreement; 17.6.2 redundancy payments; 17.6.3 compensation for wrongful, constructive, unreasonable or unfair dismissal; 17.6.4 failure to comply with any order for the reinstatement or re-engagement of any director, employee or consultant; or 17.6.5 the actual or proposed termination or suspension of employment or consultancy, or variation of any terms of employment or consultancy of any present or former employee, director or consultant of any Group Company. 17.7 No dispute of material importance with the directors, employees (or any trade union or other body representing all or any of such employees), consultants or agents of any Group Company exists or is imminent or threatened. None of the members of the Group is aware of any existing or imminent labour disturbance by the directors, employees or consultants of any of its principal suppliers, customers or contractors which might be expected to result in a Material Adverse Effect. 17.8 All contracts of service in relation to the employment of the Group’s employees are on usual and normal terms which do not and will not in any way whatsoever impose any unusual or onerous obligation on the relevant Group Company and the subsisting contracts of service to which any Group Company is a party are legal, valid and enforceable subject to general creditors’ rights and bankruptcy law (except for provisions in restraint of trade which may be subject to unfavourable judicial interpretation) and are determinable at any time on reasonable notice without compensation (except for statutory compensation) and there are no claims pending or threatened or capable of arising against the relevant Group Company, by any employee or third party, in respect of any accident or injury not fully covered by insurance. 17.9 The Group has in relation to its directors, employees or consultants (and so far as relevant to each of its former directors, employees or consultants) complied in all material respects with all applicable statutes, regulations and articles of association (or equivalent constitutive documents) and the terms and conditions of such directors’, employees’ or consultants’ (or former directors’, employees’ or consultants’) contracts of employment or consultancy. 17.10 No contributions are being, or have been made by a Group Company to any housing, severance, pension, retirement, provident fund or death or disability benefits or other actual or contingent employee benefits to any of the present or past employees or to any other person other than those disclosed in the Prospectus and in the ordinary course of business. All housing, severance, pension, retirement, provident fund, death or disability benefits or other actual or contingent employee benefits to any of the present or past employees of each Group Company arising from their employment with the Group Company are duly provided for by way of an adequately funded pension scheme (the “Social Insurance Funds”) established for and on behalf of such Group Company that is or was the employer of such person or established by such Group Company in the name of the relevant present or past employees. 17.11 Each of the pension schemes complies with and has been operated in all material respects in accordance with all applicable Laws of the relevant scheme. No Group Company has any financial obligation to the PRC government or any social security fund or other fund maintained by the PRC government in connection with the Global Offering. 17.12 Save as disclosed in the Prospectus and save for contributions due to be paid at the next payment date, no contributions (or contribution surcharge) in respect of any employee or director of the Group or any other payment due to, or in respect of, the Social Insurance Funds is unpaid. 17.13 All defined benefit retirement schemes are adequately funded and no additional contributions by any Group Company are currently due to be made to make up for any shortfall. 17.14 To the best knowledge of the Warrantors after due and proper enquiry, there is no material dispute relating to the pension schemes, whether involving any Group Company, any employee or director of a Group Company, or any other person and no circumstances exist which may give rise to any such claims.

Appears in 1 contract

Samples: Hong Kong Underwriting Agreement

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Employment and Pensions. 17.1 Each Group Company is in all material respects in compliance with the Labour Contract Law of the PRC, passed by the Standing Committee of the PRC and effective on 1 January 2008. 17.2 Save as described in the Prospectus, there There are no amounts owing or promised to any present or former directors, senior management employees or consultants of any member of the Group Company other than remuneration accrued due or for reimbursement of business expenses. 17.3 17.2 No directors or senior management or employees of any member of the Group Company have given or been given notice terminating their contracts of employment. 17.4 17.3 There are no proposals to terminate the employment or consultancy of any directors, key employees or consultants of any member of the Group Company or to vary or amend their terms of employment or consultancy (whether to their detriment or benefit). 17.5 17.4 No member of the Group Company has outstanding any undischarged liability to pay to any Governmental Authority in any jurisdiction any taxation, contribution or other impost arising in connection with the employment or engagement of directors, employees or consultants by it. 17.6 17.5 No liability has been incurred by any member of the Group Company for: 17.6.1 17.5.1 breach of any contract of service, contract for services or consultancy agreement; 17.6.2 17.5.2 redundancy payments; 17.6.3 17.5.3 compensation for wrongful, constructive, unreasonable or unfair dismissal; 17.6.4 17.5.4 failure to comply with any order for the reinstatement or re-engagement of any director, employee or consultant; or 17.6.5 17.5.5 the actual or proposed termination or suspension of employment or consultancy, or variation of any terms of employment or consultancy of any present or former employee, director or consultant of any Group Companymember of the Group. 17.7 17.6 No dispute of material importance with the directors, employees (or any trade union or other body representing all or any of such employees), consultants or agents of any member of the Group Company exists or or, to the best knowledge, information, belief and awareness of the Warrantors, is imminent or threatened. None of the members of the Group is aware of any existing or imminent labour disturbance by the directors, employees or consultants of any of its principal suppliers, customers or contractors which might be expected to result in a Material Adverse Effect. 17.8 All contracts an adverse change in the condition, financial or otherwise, or in the results of service in relation to the employment operations, business affairs or business prospects or net worth of the Group’s employees are on usual and normal terms which do not and will not in any way whatsoever impose any unusual or onerous obligation on the relevant Group Company and the subsisting contracts of service to which any Group Company is a party are legal, valid and enforceable subject to general creditors’ rights and bankruptcy law (except for provisions in restraint of trade which may be subject to unfavourable judicial interpretation) and are determinable at any time on reasonable notice without compensation (except for statutory compensation) and there are no claims pending or threatened or capable of arising against the relevant Group Company, by any employee or third party, in respect of any accident or injury not fully covered by insurance. 17.9 17.7 The Group has in relation to its directors, employees or consultants (and so far as relevant to each of its former directors, employees or consultants) complied in all material respects with all applicable statutes, regulations and articles of association (or equivalent constitutive documents) bye-laws and the terms and conditions of such directors', employees' or consultants' (or former directors', employees' or consultants') contracts of employment or consultancy. 17.10 17.8 No contributions are being, or have been made by a member of the Group Company to any housing, severance, pension, retirement, provident fund or death or disability benefits benefit scheme or arrangement other actual or contingent employee benefits to any than the Pension Schemes and no member of the present Group participates in, or past employees has participated in, or is liable to contribute to, any other person other than those disclosed in the Prospectus and in the ordinary course of business. All housing, severance, pension, retirement, provident fund, fund or death or disability benefits benefit scheme or other actual arrangement in respect of past or contingent employee benefits to any present employees or directors of the present or past employees of each Group Company arising from their employment with other than the Group Company are duly provided for by way of an adequately funded pension scheme (the “Social Insurance Funds”) established for and on behalf of such Group Company that is or was the employer of such person or established by such Group Company in the name of the relevant present or past employeesPension Schemes. 17.11 17.9 Each of the pension schemes Pension Schemes complies with and has been operated in all material respects in accordance with all applicable Laws laws and regulations and the rules of the relevant scheme. No Group Company has There is no ground upon which any financial obligation to applicable registrations or exemptions in respect of any of the PRC government Pensions Schemes could be withdrawn or any social security fund or other fund maintained by the PRC government in connection with the Global Offeringcancelled. 17.12 Save as disclosed in the Prospectus and save for 17.10 Other than contributions due to be paid at the next payment date, no contributions (or contribution surcharge) in respect of any employee or director of the Group or any other payment due to, or in respect of, the Social Insurance Funds Pension Schemes is unpaid. 17.13 17.11 All defined benefit retirement schemes are adequately funded and no additional contributions by any member of the Group Company are currently due to be made to make up for any shortfall. 17.14 To the best knowledge of the Warrantors after due and proper enquiry, there 17.12 There is no material dispute relating to the pension schemesPension Schemes, whether involving any Group Companymember of the Group, the trustees or administrators of the Pension Schemes, any employee or director of a Group Companymember of the Group, or any other person and no circumstances exist which may give rise to any such claims.

Appears in 1 contract

Samples: International Underwriting Agreement (Nam Tai Electronics Inc)

Employment and Pensions. 17.1 Each Group Company is in all material respects in compliance with the Labour Contract Law of the PRC, PRC passed by the Standing Committee of the PRC and effective on 1 January 2008. 17.2 Save as described in the ProspectusProspectus and Offering Circular, there are no amounts owing or promised to any present or former directors, senior management or consultants of any Group Company other than remuneration accrued due or for reimbursement of business expenses. 17.3 No directors or senior management of any Group Company have given or been given notice terminating their contracts of employment. 17.4 There are no proposals to terminate the employment or consultancy of any directors, key employees of any Group Company or to vary or amend their terms of employment (whether to their detriment or benefit). 17.5 No Group Company has outstanding any undischarged liability to pay to any Governmental Authority in any jurisdiction any taxation, contribution or other impost arising in connection with the employment or engagement of directors, employees or consultants by it. 17.6 No liability has been incurred by any Group Company for: 17.6.1 breach of any contract of service, contract for services or consultancy agreement; 17.6.2 redundancy payments; 17.6.3 compensation for wrongful, constructive, unreasonable or unfair dismissal; 17.6.4 failure to comply with any order for the reinstatement or re-engagement of any director, employee or consultant; or 17.6.5 the actual or proposed termination or suspension of employment or consultancy, or variation of any terms of employment or consultancy of any present or former employee, director or consultant of any Group Company. 17.7 No dispute of material importance with the directors, employees (or any trade union or other body representing all or any of such employees), consultants or agents of any Group Company exists or is imminent or threatened. None of the members of the Group is aware of any existing or imminent labour disturbance by the directors, employees or consultants of any of its principal suppliers, customers or contractors which might be expected to result in a Material Adverse Effect. 17.8 All contracts of service in relation to the employment of the Group’s employees are on usual and normal terms which do not and will not in any way whatsoever impose any unusual or onerous obligation on the relevant Group Company and the subsisting contracts of service to which any Group Company is a party are legal, valid and enforceable subject to general creditors’ rights and bankruptcy law (except for provisions in restraint of trade which may be subject to unfavourable judicial interpretation) and are determinable at any time on reasonable notice without compensation (except for statutory compensation) and there are no claims pending or threatened or capable of arising against the relevant Group Company, by any employee or third party, in respect of any accident or injury not fully covered by insurance. 17.9 The Group has in relation to its directors, employees or consultants (and so far as relevant to each of its former directors, employees or consultants) complied in all material respects with all applicable statutes, regulations and articles of association (or equivalent constitutive documents) and the terms and conditions of such directors’, employees’ or consultants’ (or former directors’, employees’ or consultants’) contracts of employment or consultancy. 17.10 No contributions are being, or have been made by a Group Company to any housing, severance, pension, retirement, provident fund or death or disability benefits or other actual or contingent employee benefits to any of the present or past employees or to any other person other than those disclosed in the Prospectus and Offering Circular and in the ordinary course of business. All housing, severance, pension, retirement, provident fund, death or disability benefits or other actual or contingent employee benefits to any of the present or past employees of each Group Company arising from their employment with the Group Company are duly provided for by way of an adequately funded pension scheme (the “Social Insurance Funds”) established for and on behalf of such Group Company that is or was the employer of such person or established by such Group Company in the name of the relevant present or past employees. 17.11 Each of the pension schemes complies with and has been operated in all material respects in accordance with all applicable Laws of the relevant scheme. No Group Company has any financial obligation to the PRC government or any social security fund or other fund maintained by the PRC government in connection with the Global Offering. 17.12 Save as disclosed in the Prospectus and Offering Circular and save for contributions due to be paid at the next payment date, no contributions (or contribution surcharge) in respect of any employee or director of the Group or any other payment due to, or in respect of, the Social Insurance Funds is unpaid. 17.13 All defined benefit retirement schemes are adequately funded and no additional contributions by any Group Company are currently due to be made to make up for any shortfall. 17.14 To the best knowledge of the Warrantors after due and proper enquiry, there is no material dispute relating to the pension schemes, whether involving any Group Company, any employee or director of a Group Company, or any other person and no circumstances exist which may give rise to any such claims.

Appears in 1 contract

Samples: International Underwriting Agreement

Employment and Pensions. 17.1 Each Group Save as disclosed in the Prospectus and the Hong Kong legal opinion prepared by Xx. Xxxxxxx Xx, each of the operating subsidiaries of the Company is in all material respects in compliance with relevant laws and regulations in Hong Kong relating to the Labour Contract Law of the PRC, passed by the Standing Committee of the PRC and effective on 1 January 2008employment currently in force. 17.2 Save as described in the Prospectus, there There are no amounts owing or promised to any present or former directors, senior management employees or consultants of any Group Company other than remuneration accrued due or for reimbursement of business expenses. 17.3 No directors or senior management of any Group the Company have given or been given notice terminating their contracts of employment. 17.4 There are no proposals to terminate the employment or consultancy of any directors, key senior management, employees or consultants of any Group Company or to vary or amend their terms of employment or consultancy (whether to their detriment or benefit)) pursuant to which such termination will result in a Material Adverse Effect. 17.5 No Group Company has outstanding any material undischarged liability to pay to any Governmental Authority in any jurisdiction any taxation, contribution or other impost arising in connection with the employment or engagement of directors, employees or consultants by it. 17.6 No liability has been incurred by any Group Company for: 17.6.1 breach of any contract of service, contract for services or consultancy agreement; 17.6.2 redundancy payments; 17.6.3 compensation for wrongful, constructive, unreasonable or unfair dismissal; 17.6.4 failure to comply with any order for the reinstatement or re-engagement of any director, employee or consultant; or 17.6.5 the actual or proposed termination or suspension of employment or consultancy, or variation of any terms of employment or consultancy of any present or former employee, director or consultant of any Group Company. which will result in a Material Adverse Effect. 17.7 No dispute of material importance with the directors, employees (or any trade union or other body representing all or any of such employees), consultants or agents of any Group Company exists or is imminent or threatened. None of the members of the Group is aware of any existing or imminent labour disturbance by the directors, employees or consultants of or any of its principal suppliers, customers or contractors fund providers which might be expected to result in a Material Adverse Effect. 17.8 All contracts of service in relation to the employment of the Group’s employees are on usual and normal terms which do not and will not in any way whatsoever impose any unusual or onerous obligation on the relevant Group Company and the subsisting contracts of service to which any Group Company is a party are legal, valid and enforceable subject to general creditors’ rights and bankruptcy law (except for provisions in restraint of trade which may be subject to unfavourable judicial interpretation) and are determinable at any time on reasonable notice without compensation (except for statutory compensation) and there are no claims pending or threatened or capable of arising against the relevant Group Company, by any employee or third party, in respect of any accident or injury not fully covered by insurance. 17.9 The To the best knowledge, information and belief of the Warrantors, the Group has in relation to its directors, employees or consultants (and so far as relevant to each of its former directors, employees or consultants) complied in all material respects with all applicable statutes, regulations and articles of association association/bye-laws (or equivalent constitutive documents) and the terms and conditions of such directors’, employees’ or consultants’ (or former directors’, employees’ or consultants’) contracts of employment or consultancy. 17.10 No contributions are being, or have been made by a Group Company to any housing, severance, pension, retirement, provident fund or death or disability benefits benefit scheme or other actual or contingent employee benefits to any of the present or past employees or to any other person arrangement other than those disclosed the mandatory provident funds retirement benefits scheme (the “MPF Scheme”) referred to in the Prospectus and in the ordinary course of business. All housingno Group Company participates in, severanceor has participated in, or is liable to contribute to, any pension, retirement, provident fund, fund or death or disability benefits benefit scheme or other actual arrangement in respect of past or contingent employee benefits to any present employees or directors of the present or past employees of each Group Company arising from their employment with other than the Group Company are duly provided for by way of an adequately funded pension scheme (the “Social Insurance Funds”) established for and on behalf of such Group Company that is or was the employer of such person or established by such Group Company in the name of the relevant present or past employeesMPF Scheme. 17.11 Each of the pension schemes The MPF Scheme complies with and has been operated in all material respects in accordance with all applicable Laws of the relevant scheme. No Group Company has There is no ground upon which any financial obligation to applicable registrations or exemptions in respect of the PRC government MPF Scheme could be withdrawn or any social security fund or other fund maintained by the PRC government in connection with the Global Offeringcancelled. 17.12 Save as disclosed in the Prospectus and save for contributions due to be paid at the next payment date, no contributions (or contribution surcharge) in respect of any employee or director of the Group or any other payment due to, or in respect of, the Social Insurance Funds MPF Scheme is unpaid. 17.13 All defined benefit retirement schemes are adequately funded and no additional contributions by any Group Company are currently due to be made to make up for any shortfall. 17.14 To the best knowledge of the Warrantors after due and proper enquiry, there There is no material dispute relating to the pension schemesMPF Scheme, whether involving any Group Company, the trustees or administrators of the MPF Scheme, any employee or director of a Group Company, or any other person and no circumstances exist which may give rise to any such claims.

Appears in 1 contract

Samples: Hong Kong Underwriting Agreement

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Employment and Pensions. 17.1 Each Group Company is in all material respects in compliance with the Labour Contract Law of the PRC, passed by the Standing Committee of the PRC and effective on 1 January 2008. 17.2 Save Except as described disclosed in the Prospectus, there are no amounts owing or promised to any present or former directors, senior management employees or consultants of any Group Company other than remuneration accrued due or for reimbursement of business expenses. 17.3 No 17.2 To the best knowledge of the Warrantors, no directors or senior management of any Group the Company have given or been given notice terminating their contracts of employment. 17.4 17.3 There are no proposals to terminate the employment or consultancy of any directors, key senior management, employees or consultants of any Group Company or to vary or amend their terms of employment or consultancy (whether to their detriment or benefit)) pursuant to which such termination will result in a Material Adverse Effect. 17.5 No 17.4 To the best knowledge of the Warrantors, no Group Company has outstanding any material undischarged liability to pay to any Governmental Authority in any jurisdiction any taxation, contribution or other impost arising in connection with the employment or engagement of directors, employees or consultants by it. 17.6 17.5 No liability has been incurred by any Group Company for: 17.6.1 17.5.1 breach of any contract of service, contract for services or consultancy agreement; 17.6.2 17.5.2 redundancy payments; 17.6.3 17.5.3 compensation for wrongful, constructive, unreasonable or unfair dismissal; 17.6.4 17.5.4 failure to comply with any order for the reinstatement or re-engagement of any director, employee or consultant; or 17.6.5 17.5.5 the actual or proposed termination or suspension of employment or consultancy, or variation of any terms of employment or consultancy of any present or former employee, director or consultant of any Group Company. which will result in a Material Adverse Effect. 17.7 17.6 No dispute of material importance with the directors, employees (or any trade union or other body representing all or any of such employees), consultants or agents of any Group Company exists or is imminent or threatened. None of the members of the Group is aware of any existing or imminent labour disturbance by the directors, employees or consultants of or any of its principal suppliers, customers or contractors fund providers which might be expected to result in a Material Adverse Effect. 17.8 17.7 All contracts of service in relation to the employment of the Group’s employees are on usual and normal terms which do not and will not in any way whatsoever impose any unusual or onerous obligation on the relevant Group Company and the subsisting contracts of service to which any Group Company is a party are legal, valid and enforceable subject to general creditors’ rights and bankruptcy law (except for provisions in restraint of trade which may be subject to unfavourable judicial interpretation) and are determinable at any time on reasonable notice without compensation (except for statutory compensation) and there are no claims pending or threatened or capable of arising against the relevant Group Company, by any employee or third party, in respect of any accident or injury not fully covered by insurance. 17.9 The 17.8 To the best knowledge of the Warrantors, the Group has in relation to its directors, employees or consultants (and so far as relevant to each of its former directors, employees or consultants) complied in all material respects with all applicable statutes, regulations and articles of association association/bye- laws (or equivalent constitutive documents) and the terms and conditions of such directors’, employees’ or consultants’ (or former directors’, employees’ or consultants’) contracts of employment or consultancy. 17.10 No contributions are being17.9 To the best knowledge of the Warrantors, or have been made by a the Group Company to any housing, severance, Company’s pension, retirement, provident fund or death or disability benefits benefit scheme or other actual or contingent employee benefits to any of the present or past employees or to any other person arrangement other than those disclosed in the Prospectus and in defined contribution schemes established by the ordinary course of business. All housing, severance, pension, retirement, provident fund, death or disability benefits or other actual or contingent employee benefits to any of the present or past employees of each Group Company arising from their employment with the Group Company are duly provided for by way of an adequately funded pension scheme relevant municipal labour bureau(s) (together the “Social Insurance FundsPension Schemes”) established for and on behalf of such Group Company that is or was the employer of such person or established by such Group Company in the name of the relevant present or past employees. 17.11 Each of the pension schemes complies comply with and has have been operated in all material respects or subscribed to in accordance with all applicable Laws and the rules of the relevant scheme. No Group Company has any financial obligation schemes compatible to the PRC government industry and market practice. There is no ground upon which any applicable registrations or any social security fund exemptions in respect of the Pensions Schemes could be withdrawn, revoked or other fund maintained by the PRC government in connection with the Global Offeringcancelled. 17.12 17.10 Save as disclosed in the Prospectus and save for Prospectus, other than contributions due to be paid at the next payment date, no contributions (or contribution surcharge) in respect of any employee or director of the Group or any other payment due to, or in respect of, the Social Insurance Funds Pension Schemes is unpaid. 17.13 All defined benefit retirement schemes are adequately funded and no additional contributions by any Group Company are currently due to be made to make up for any shortfall. 17.14 To 17.11 Save as disclosed in the best knowledge of the Warrantors after due and proper enquiryProspectus, there is no material dispute relating to the pension schemesPension Schemes, whether involving any Group Companymember of the Group, the trustees or administrators of the Pension Schemes, any employee or director of a Group Companymember of the Group, or any other person and no circumstances exist which may give rise to any such claimsclaims or demands.

Appears in 1 contract

Samples: Hong Kong Underwriting Agreement

Employment and Pensions. 17.1 Each Group Company is in all material respects in compliance with the Labour Contract Law of the PRC, passed by the Standing Committee of the PRC and effective on 1 January 2008. 17.2 Save as described in the Prospectus, there There are no material amounts owing or promised to any present or former directors, senior management employees or consultants of any Group Company other than remuneration accrued due or for reimbursement of business expenses. 17.3 17.2 No current directors or current senior management of any Group Company have given or been given notice terminating their contracts of employment. 17.4 17.3 There are no proposals to terminate the employment or consultancy of any directors, key employees or consultants of any Group Company or to vary or amend their terms of employment or consultancy (whether to their detriment or benefit), the result of which will have material adverse effect on the Group. 17.5 17.4 No Group Company has outstanding any undischarged liability to pay to any Governmental Authority in any jurisdiction any taxation, contribution or other impost arising in connection with the employment or engagement of directors, employees or consultants by it. 17.6 17.5 No material liability has been incurred by any Group Company for: 17.6.1 17.5.1 breach of any contract of service, contract for services or consultancy agreement; 17.6.2 17.5.2 redundancy payments; 17.6.3 17.5.3 compensation for wrongful, constructive, unreasonable or unfair dismissal; 17.6.4 17.5.4 failure to comply with any order for the reinstatement or re-engagement of any director, employee or consultant; or 17.6.5 17.5.5 the actual or proposed termination or suspension of employment or consultancy, or variation of any terms of employment or consultancy of any present or former employee, director or consultant of any Group Company. 17.7 17.6 No dispute of material importance with the directors, employees (or any trade union or other body representing all or any of such employees), consultants or agents of any Group Company exists or is imminent or threatened. None of the members of the Group is aware of any existing or imminent labour disturbance by the directors, employees or consultants of any of its principal suppliers, customers or contractors which might be expected to result in a Material Adverse Effectmaterial adverse change in the condition, financial or otherwise, or in the results of operations, business affairs or business prospects or net worth of the Group. 17.8 17.7 All contracts of service in relation to the employment of the Group’s employees are on usual and normal terms which do not and will not in any way whatsoever impose any unusual or onerous obligation on the relevant Group Company and the subsisting contracts of service to which any Group Company is a party are legal, valid and enforceable subject to general creditors’ rights and bankruptcy law (except for provisions in restraint of trade which may be subject to unfavourable judicial interpretation) and are determinable at any time on reasonable notice without compensation (except for statutory compensation) and to the best knowledge of the Warrantors, there are no material claims pending or threatened or capable of arising against the relevant Group Company, by any employee or third party, in respect of any accident or injury not fully covered by insurance. 17.9 17.8 The Group has in relation to its directors, employees or consultants (and so far as relevant to each of its former directors, employees or consultants) complied in all material respects with all applicable statutes, regulations and articles of association (or equivalent constitutive documents) and the terms and conditions of such directors’, employees’ or consultants’ (or former directors’, employees’ or consultants’) contracts of employment or consultancy. 17.10 17.9 No contributions are being, or have been made by a Group Company to any housing, severance, pension, retirement, provident fund or death or disability benefits benefit scheme or other actual or contingent employee benefits to any of the present or past employees or to any other person arrangement other than those disclosed the social insurance funds, the contribution retirement benefits scheme and the social security funds (the “Funds”) referred to in the Prospectus and in the ordinary course of business. All housingno Group Company participates in, severanceor has participated in, or is liable to contribute to, any pension, retirement, provident fund, fund or death or disability benefits benefit scheme or other actual arrangement in respect of past or contingent employee benefits to any present employees or directors of the present or past employees of each Group Company arising from their employment with other than the Group Company are duly provided for by way of an adequately funded pension scheme (the “Social Insurance Funds”) established for and on behalf of such Group Company that is or was the employer of such person or established by such Group Company in the name of the relevant present or past employees. 17.11 17.10 Each of the pension schemes complies with and has been operated in all material respects in accordance with all applicable Laws of the relevant scheme. No Group Company has To the best knowledge of the Warrantors, there is no ground upon which any financial obligation to applicable registrations or exemptions in respect of any of the PRC government Funds could be withdrawn or any social security fund or other fund maintained by the PRC government in connection with the Global Offeringcancelled. 17.12 17.11 Save as disclosed in the Prospectus and save for contributions due to be paid at the next payment date, no contributions (or contribution surcharge) in respect of any employee or director of the Group or any other payment due to, or in respect of, the Social Insurance Funds is unpaid. 17.13 17.12 All defined benefit retirement schemes are adequately funded and no additional contributions by any Group Company are currently due to be made to make up for any shortfall. 17.14 To the best knowledge of the Warrantors after due and proper enquiry, there 17.13 There is no material dispute relating to the pension schemesFunds, whether involving any Group Company, the trustees or administrators of the Funds, any employee or director of a Group Company, or any other person and to the best knowledge of the Warrantors, no circumstances exist which may give rise to any such claims.

Appears in 1 contract

Samples: Placing Underwriting Agreement

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