Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMP) Ordinance, the Securities and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, the SFC, the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated under this Agreement or otherwise in connection with the Global Offering including, without limitation, the Company will: 10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI; 10.1.2 do all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked; 10.1.3 obtain or make all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFC; 10.1.4 make available on display the documents referred to in the section headed “Appendix VII – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period and at the websites stated therein; 10.1.5 comply with the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters); 10.1.6 procure that each of the H Share Registrar, the HK eIPO White Form Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider and the Receiving Bank Agreement; 10.1.7 procure that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect; 10.1.8 procure that none of the Company or any member of the Group and/or any of their respective substantial shareholders (including the Warranting Shareholders), directors, supervisors, officers, employees, affiliates and/or agents shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the 40th day immediately following the Price Determination Date; 10.1.9 without prejudice to Clause 10.1.7, procure that no connected person (as defined in the Listing Rules) of the Company will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associates), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) by any connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters); 10.1.10 use or procure the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be in compliance with the requirements under the Listing Rules and/or the requirements of SEHK; and not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations; 10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise); 10.1.12 following the Listing Date, ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares; 10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and 10.1.14 [intentionally deleted] 10.1.15 [intentionally deleted] 10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;
Appears in 2 contracts
Samples: Hong Kong Underwriting Agreement, Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities Ordinance and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, SEHK or the SFC, the CSRC SFC or any other relevant Authority in respect of or by reason of the matters contemplated under by this Agreement or and otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 obtaining all necessary Approvals and Filings (including but not limited to the CSRC Filings) making all necessary filings with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFC;
10.1.4 make 10.1.3 making available on display for inspection the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VII – Documents Delivered to the Registrar of Companies in Hong Kong and Available Documents on Display” of the Hong Kong Prospectus for the period and at the websites address stated therein;
10.1.5 comply with the Listing Rules in relation 10.1.4 using its best endeavours to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the H Hong Kong Share Registrar, the HK eIPO White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider Agreement and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.7 procure 10.1.5 procuring that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.8 procure 10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior consent of the Sole Sponsor and the Sole Global Coordinator (for itself and on behalf of the Underwriters);
10.1.7 procuring that none of the Company or Company, any member of the Group and/or the Covenantors, and/or any of their respective substantial shareholders (including the Warranting Shareholders), directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.9 10.1.8 without prejudice to Clause 10.1.710.1.4, using its best endeavours to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing RulesRules and having obtained confirmation to that effect, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors Sole Sponsor, the Sole Global Coordinator and the Overall Coordinators Joint Bookrunners (for themselves and on behalf of the other Hong Kong Underwritersunderwriters);
10.1.9 that no preferential treatment has been, nor will be, given to any placee and its close associates by virtue of its relationship with the Company in any allocation in the placing tranche;
10.1.10 use from the date hereof until 5:00 p.m. on the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or procure otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, subdivision or otherwise) otherwise than pursuant to the exercise of the options or awards granted under the Pre-IPO Share Option Scheme and the Over-Allotment Option; and
10.1.11 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of , save for any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be that is announced in compliance with the requirements under the applicable Listing Rules and/or and the requirements of SEHK; and not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or Stock Exchange with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, prior consultation with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing RulesSole Sponsor;
Appears in 2 contracts
Samples: Hong Kong Underwriting Agreement, Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities Ordinance and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, SEHK or the SFC, SFC or the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated under by this Agreement or and otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 obtaining all necessary Approvals and Filings (including but not limited to the CSRC Filings) making all necessary filings with the Registrar of Companies in Hong Kong, the CSRCSEHK, the SEHK SFC, the CSRC and the SFCother Authorities, as applicable;
10.1.4 make 10.1.3 making available on display for inspection at the offices of the Company’s HK & US Counsel the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VII – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period and at the websites address stated therein;
10.1.5 comply with the Listing Rules in relation 10.1.4 using its best endeavours to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the Hong Kong H Share Registrar, the HK eIPO White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider eIPO Service Provider, and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.7 procure 10.1.5 procuring that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.8 procure 10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Underwriter);
10.1.7 procuring that none of the Company or Company, any member of the Group and/or the Controlling Shareholder, and/or any of their respective substantial shareholders (including the Warranting Shareholders), directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.9 10.1.8 without prejudice to Clause 10.1.710.1.5, using its best endeavours to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing RulesRules and having obtained confirmation to that effect, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors Sole Sponsor, the Sole Global Coordinator and the Overall Coordinators Sole Bookrunner (for themselves acting in such capacity and as the Hong Kong Underwriter);
10.1.9 from the date hereof until 5:00 p.m. on behalf the date which is the thirtieth (30th) Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the other Hong Kong UnderwritersShares whether as a result of consolidation, subdivision or otherwise);
10.1.10 use using or procure procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of , save for any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and that is announced in case of any change (whether within one year after the Listing or not), be in compliance accordance with the requirements under the applicable Listing Rules and/or and the requirements of SEHKthe Stock Exchange, and with prior consultation with the Sole Sponsor; and not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;and
10.1.11 from following the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Global Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;
Appears in 2 contracts
Samples: Hong Kong Underwriting Agreement, Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, the SFC, the CSRC SFC or any other relevant Authority in respect of or by reason of the matters contemplated under by this Agreement or otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 making all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFC;
10.1.4 make 10.1.3 making available for display on display the websites of the Stock Exchange at xxx.xxxxxxxx.xx and the Company at xxxxx://xx.000xxxxx.xxx/ up to and including the date which is 14 days from the date of the Hong Kong Prospectus, the documents referred to in the section headed “Appendix VII VI – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period period, in such matter and at the websites address stated therein;
10.1.5 comply 10.1.4 complying with the any applicable Listing Rules in relation to the supplemental listing documents (if any) that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters)Offering;
10.1.6 procure that each of the H Share Registrar, the HK eIPO White Form Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider and the Receiving Bank Agreement;
10.1.7 procure that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.8 procure 10.1.5 procuring that none of the Company or and/or any member of the Group Group, and/or any of their respective substantial shareholders (including the Warranting Shareholders)shareholders, directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.9 without prejudice 10.1.6 subject to Clause 10.1.7any waiver granted by the SEHK, procure procuring that no connected person (as defined in the Listing Rules) of the Company will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any core connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors and the Overall Joint Global Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);; and
10.1.10 use 10.1.7 using or procure procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be in compliance with the requirements under the Listing Rules and/or the requirements of SEHK; and not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement (360 DigiTech, Inc.)
Global Offering. The Company undertakes to the Joint Sponsors, the Joint Representatives, the Joint Global Coordinators, the Hong Kong Underwriters and each of them that it will comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, the SFC, the CSRC SFC or any other relevant Authority in respect of or by reason of the matters contemplated under by this Agreement or otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 making all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFC;
10.1.4 make available 10.1.3 publishing on display the websites of the Hong Kong Stock Exchange at wxx.xxxxxxxx.xx and the Company at hxxx://xx.xxxxx.xxx/ the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VII – Documents Delivered delivered to the Registrar of Companies in Hong Kong and Available available on Displaydisplay” of the Hong Kong Prospectus for the period and at the websites address stated therein;
10.1.5 comply with the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the H Share Registrar, the HK eIPO White Form Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider and the Receiving Bank Agreement;
10.1.7 procure that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.8 procure 10.1.4 procuring that none of the Company or and/or any member of the Group Group, and/or any of their respective substantial shareholders (including the Warranting Shareholders)shareholders, directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.9 without prejudice 10.1.5 subject to Clause 10.1.7any waiver granted by the SEHK, procure procuring that no connected person (as defined in the Listing Rules) of the Company will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any core connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors and the Overall Coordinators Joint Representatives (for themselves and on behalf of the other Hong Kong Underwriters);; and
10.1.10 use 10.1.6 using or procure procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be in compliance with the requirements under the Listing Rules and/or the requirements of SEHK; and not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;.
Appears in 1 contract
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities Ordinance and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws laws and all requirements of the SEHK, SEHK or the SFC, SFC or the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated under by this Agreement or and otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 making and obtaining all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRCSEHK, the SEHK SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available for inspection online on the website of the Company at xxx.xxxxxxxx.xxx and the SFC;
10.1.4 make available on display website of the SEHK at xxx.xxxxxxxx.xx the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VII – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period and at the websites stated therein;
10.1.5 comply 10.1.4 complying with the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors Sponsors, the Joint Representatives and the Overall Coordinators (for themselves and on behalf of the other Joint Global Coordinators and the Hong Kong Underwriters);
10.1.6 procure 10.1.5 procuring that each of the H Share Registrar, the HK eIPO White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider eIPO Service Provider, and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.7 procure 10.1.6 procuring that none of the Directors or the Supervisors and that the relevant Director or the Supervisor use their best endeavours to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.8 procure 10.1.7 procuring that none of the Company or Company, any member of the Group and/or the Controlling Shareholders, and/or any of their respective substantial shareholders (including the Warranting Shareholders), directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.8 that no preferential treatment has been, nor will be, given to any placee and its close associates by virtue of its relationship with the Company in any allocation in the placing tranche;
10.1.9 without prejudice using best endeavours to Clause 10.1.7, procure that no connected person (as defined in the Listing Rules) of the Company will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing RulesRules and having obtained confirmation to that effect, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors Sponsors, the Joint Representatives and the Overall Coordinators (for themselves and on behalf of the other Joint Global Coordinators and the Hong Kong Underwriters);
10.1.10 use from the date hereof until 5:00 p.m. on the date which is the thirtieth Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declaring, paying or procure otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, sub-division or otherwise) other than pursuant to the Global Offering;
10.1.11 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be in compliance with the requirements under the Listing Rules and/or the requirements of SEHK; and not, directly or indirectly, use using such proceeds, or lendlending, contribute contributing or otherwise make making available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities Ordinance and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws laws and all requirements of the SEHK, SEHK or the SFC, SFC or the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated under by this Agreement or and otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 making and obtaining all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRCSEHK, the SEHK SFC, the CSRC and other Authorities, as applicable;
10.1.3 making available for inspection online on the website of the Company at xxx.xxxxxxxxxxx.xxx and the SFC;
10.1.4 make available on display website of the Stock Exchange at xxx.xxxxxxxx.xx or at the offices of Xxxxxxxxx and May, legal advisers to the Company as to Hong Kong Laws and US Laws, as the case may be, the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VII – "Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus " for the period and at the websites address stated therein;
10.1.4 as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in any event no later than December 5, 2023 (the date specified in the Prospectus for the despatch of share certificates), causing definitive share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applications or, as the case may be, procuring that the share certificates in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC for credit to the stock accounts of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant;
10.1.5 comply complying with the Listing Rules in relation to the any supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure procuring that each of the H Share Registrar, the HK eIPO White Form Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider Service Provider, and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.7 procure procuring that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.8 procure procuring that none of the Company or Company, any member of the Group and/or the Controlling Shareholders, and using its best endeavours to procure that any of their respective substantial shareholders (including the Warranting Shareholders), directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly availableor
10.1.9 that no preferential treatment has been, nor will be, given to any research analyst at placee and its close associates by virtue of its relationship with the Company in any time up to and including allocation in the 40th day immediately following the Price Determination Dateplacing tranche;
10.1.9 without prejudice 10.1.10 using its best endeavours to Clause 10.1.7, procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing RulesRules and having obtained confirmation to that effect, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.10 use 10.1.11 from the date hereof until 5:00 p.m. on the date which is the thirtieth Business Day after the Hong Kong Prospectus Date, not (i) declaring, paying or procure otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, sub-division or otherwise), except for the dividend already declared as disclosed in the Prospectus;
10.1.12 prior to publishing any press release in connection with the Global Offering, submitting drafts of such press release to the Overall Coordinators (for themselves and on behalf of the Underwriters) and the Joint Sponsors for their review;
10.1.13 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “"Future Plans and Use of Proceeds”; and in case " or otherwise pursuant to any changes to the use of any change within one year after the Listing, obtain prior written consent (proceeds which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be are duly disclosed in compliance with the requirements under the applicable Listing Rules and/or and the requirements of SEHKthe SEHK and with prior consultation with the Joint Sponsors; and not, directly or indirectly, use using such proceeds, or lendlending, contribute contributing or otherwise make making available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 10.1.14 following the Listing Date, ensure ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;; and
10.1.13 procure that10.1.15 obtaining all Approvals and Filings under any Laws applicable to, or from or with any Authority having jurisdiction over, any member of the Group or any of its properties or assets, or otherwise from or with any other persons, required in connection with the exception use and application of any guaranteed allocation of Offer Shares at the Offer Price proceeds from the Global Offering for the purposes as set forth in each of the Hong Kong Prospectus and the Preliminary Offering Circular;
10.1.16 complying with the Listing Rules or other regulatory requirements to publish and disseminate to the public, under certain circumstances, information affecting the information contained in the Prospectus and announce by way of press announcement any Cornerstone Investment Agreementsuch information if required by the Stock Exchange to be published and disseminated to the public in connection with the Global Offering, it will not, and will procure provided that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants such press announcement shall be issued by the SEHK; andCompany without having been submitted to the Joint Sponsors and the Overall Coordinators for their review and confirmation not less than three Business Days prior to such issuance or such shorter period of time as is necessary for the Company to avoid violation of any law or regulation applicable to it;
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents)10.1.17 cooperating with and fully assisting, and procure the procuring members of the Group, Warranting ShareholdersControlling Shareholder(s), and/or and using best endeavours to procure any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) cooperate with and fully assist in a timely manner to manner, each of Joint Sponsors, the Joint Sponsors Underwriters, the Overall Coordinators and the Underwriting PartiesCMIs, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsorJoint Sponsor, an overall coordinatorOverall Coordinator, and/or a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter CMI and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code of Conduct and the Listing Rules;; and
10.1.18 giving every assistance, and procuring the members of the Group, Controlling Shareholder(s), and using best endeavours to procure any of their respective directors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance to each of the Joint Sponsors, the Underwriters, the Overall Coordinators and the CMIs, to meet its obligations and responsibilities to provide materials, information and documents to the Stock Exchange, the SFC and other regulators under the Code of Conduct (including without limitation all materials and information as specified under 21.3 and 21.4 thereof) and the Listing
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, the SFC, the CSRC SFC or any other relevant Authority in respect of or by reason of the matters contemplated under by this Agreement or otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 making all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFC;
10.1.4 make 10.1.3 making available for inspection on display the websites of the Stock Exchange at xxx.xxxxxxxx.xx and the Company at xx.xxxxxxxxx.xxx up to and including the date which is 14 days from the date of the Hong Kong Prospectus, the documents referred to in the section headed “Appendix VII VI – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period period, in such matter and at the websites address stated therein;
10.1.5 comply with 10.1.4 using best efforts to procure that the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the H Share Registrar, the HK eIPO White Form Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider Agreement and the Receiving Bank Agreement;
10.1.7 10.1.5 using best efforts to procure that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective close associates (as defined in the Listing Rules) will himself/herself himself or themselves (or through a company controlled by him/her him or them), apply to purchase Hong Kong Offer Shares either in his/her his or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;effect;
10.1.8 10.1.6 using best efforts to procure that none of the Company or and/or any member of the Group Group, and/or any of their respective substantial shareholders (including the Warranting Shareholders)shareholders, directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.9 10.1.7 subject to any waiver granted by the SEHK and without prejudice to Clause 10.1.710.1.5, using best efforts to procure that no core connected person (as defined in the Listing Rules) of the Company will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any core connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors Sole Sponsor and the Overall Coordinators Sole Representative (for themselves itself and on behalf of the other Hong Kong Underwriters);; and
10.1.10 use 10.1.8 using or procure procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be in compliance with the requirements under the Listing Rules and/or the requirements of SEHK; and not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, the SFC, the CSRC SFC or any other relevant Authority in respect of or by reason of the matters contemplated under by this Agreement or otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 making all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFC;
10.1.4 make 10.1.3 making available for inspection on display the websites of the Stock Exchange at wxx.xxxxxxxx.xx and the Company at ix.xxxxxxxxx.xxx up to and including the date which is 14 days from the date of the Hong Kong Prospectus, the documents referred to in the section headed “Appendix VII VI – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period period, in such matter and at the websites address stated therein;
10.1.5 comply with 10.1.4 using best efforts to procure that the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the H Share Registrar, the HK eIPO White Form Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider Agreement and the Receiving Bank Agreement;
10.1.7 10.1.5 using best efforts to procure that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective close associates (as defined in the Listing Rules) will himself/herself himself or themselves (or through a company controlled by him/her him or them), apply to purchase Hong Kong Offer Shares either in his/her his or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.8 10.1.6 using best efforts to procure that none of the Company or and/or any member of the Group Group, and/or any of their respective substantial shareholders (including the Warranting Shareholders)shareholders, directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.9 10.1.7 subject to any waiver granted by the SEHK and without prejudice to Clause 10.1.710.1.5, using best efforts to procure that no core connected person (as defined in the Listing Rules) of the Company will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any core connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors Sole Sponsor and the Overall Coordinators Sole Representative (for themselves itself and on behalf of the other Hong Kong Underwriters);; and
10.1.10 use 10.1.8 using or procure procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be in compliance with the requirements under the Listing Rules and/or the requirements of SEHK; and not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement (Noah Holdings LTD)
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance, Ordinance and the Listing RulesRules or other applicable laws, the CSRC Rules and all applicable Laws and all requirements of the SEHK, the SFC, the CSRC SFC or any other relevant Authority in respect of or by reason of the matters contemplated under by this Agreement or and otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 making all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFCSFC (if applicable);
10.1.4 make 10.1.3 making available on display and publishment on the Stock Exchange’s website at wxx.xxxxxxxx.xx and the Company’s website at ix.xxxxxx.xxx, the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VII – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period and at the websites address stated therein;
10.1.5 comply with 10.1.4 procuring that the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the H Share Registrar, the HK eIPO White Form Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider Agreement and the Receiving Bank Agreement;
10.1.7 procure that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.8 procure 10.1.5 procuring that none of the Company or and/or any member of the Group Group, the Controlling Shareholders and/or any of their respective substantial shareholders (including the Warranting Shareholders), directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.9 10.1.6 subject to any waiver granted by the SEHK and without prejudice to Clause 10.1.710.1.4, procuring that no core connected person of the Company (as defined in the Listing Rules) and using its commercially reasonable endeavors to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors and the Overall Joint Global Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.10 use 10.1.7 that no preferential treatment has been, nor will be, given to any placee and its close associates by virtue of its relationship with the Company in any allocation in the placing tranche;
10.1.8 using or procure procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; ” and in case of any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be in compliance with the requirements under the Listing Rules and/or the requirements of SEHK; and will not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or 10.1.9 prior to publishing any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company press release in connection with the Global Offering Offering, submitting drafts of such press release to give every assistance the Joint Global Coordinators (including for themselves and on behalf of the provision or procurement of all necessary consentsUnderwriters) in a timely manner to each of and the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;for their review.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement (MINISO Group Holding LTD)
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance, and the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHKStock Exchange, the SFC, the CSRC SFC or any other relevant Authority in respect of or by reason of the matters contemplated under by this Agreement or otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 making all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRC, the SEHK Stock Exchange and the SFC;
10.1.4 make 10.1.3 making available on display on the website of the Stock Exchange and the website of the Company and making available for inspection at the offices of the legal advisers to the Company as to Hong Kong Laws (as the case may be), the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VII – Documents Delivered delivered to the Registrar of Companies in Hong Kong and Available on Displayavailable for inspection” of the Hong Kong Prospectus for the period and at the websites address stated therein;
10.1.4 procuring that each of the Hong Kong Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar’s Agreement and the Receiving Bank’s Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 comply procuring that none of the Company and/or any Group Entity, and/or any of their respective substantial shareholders, directors, officers, employees, affiliates and/or agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward looking information (whether qualitative or quantitative) concerning the Company or any Group Entity that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Prospectus or publicly available, to any research analyst at any time up to and including the fortieth day immediately following the Price Determination Date;
10.1.6 subject to any waiver granted by the Stock Exchange and without prejudice to Clause 10.1.5, procuring that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors and the Joint Representatives (on behalf of the Hong Kong Underwriters);
10.1.7 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future plans and use of proceeds”;
10.1.8 following the Global Offering, ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the Class A Ordinary Shares;
10.1.9 complying with the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators Global Coordinators, (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the H Share Registrar, the HK eIPO White Form Provider, the Receiving Bank ) and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider and the Receiving Bank Agreement;
10.1.7 procure that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.8 procure that none of the Company or any member of the Group and/or any of their respective substantial shareholders (including the Warranting Shareholders), directors, supervisors, officers, employees, affiliates and/or agents shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the 40th day immediately following the Price Determination Date;
10.1.9 without prejudice to Clause 10.1.7, procure that no connected person (as defined in the Listing Rules) of the Company will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associates), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) by any connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters)Sponsors;
10.1.10 use or procure the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be in compliance with the requirements under the Listing Rules and/or the requirements of SEHK; and not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th thirtieth Business Day after the last day for lodging applications under the Hong Kong Public OfferingProspectus Date, save for the re-designation of the 200,000,000 authorized, unissued and un-designated shares of par value of US$0.00005 each of the Company as Class A Ordinary Shares on a one-for-one basis conditional and effective upon the listing of the Class A Ordinary Shares on the Stock Exchange, not (i) declaredeclaring, pay paying or otherwise make making any dividend or distribution of any kind on its share capital nor (ii) change changing or alter altering its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or 10.1.11 prior to publishing any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company press release in connection with the Global Offering Offering, submitting drafts of such press release to give every assistance the Joint Global Coordinators (including for themselves and on behalf of the provision or procurement of all necessary consentsUnderwriters) in a timely manner to each of and the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;for their review.
Appears in 1 contract
Global Offering. comply in all material respects with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, Stock Exchange or the SFC, SFC or the CSRC or any other relevant Authority governmental or regulatory bodies in respect of or by reason of the matters contemplated under by this Agreement or and otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 making all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRCStock Exchange, the SEHK SFC and the SFCCSRC;
10.1.4 make 10.1.3 making available on display for inspection by electronic means as required under the Listing Rules and Companies (Winding Up and Miscellaneous Provisions) Ordinance, the documents referred to in the section of the Prospectus headed “Appendix VII V – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period and at by electronic means as may be required under the websites stated thereinListing Rules from time to time;
10.1.5 comply 10.1.4 complying in all material respects with the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent (which shall not be unreasonably withheld or delayed) of the Joint Sponsors Sponsors, the Sponsor-OCs, the Overall Coordinators and Overall the Joint Global Coordinators (for themselves and on behalf of the other Hong Kong UnderwritersUnderwriters and the Capital Market Intermediaries);
10.1.6 10.1.5 using its best endeavours to procure that each of the H Share Registrar, the HK eIPO White Form eIPO Service Provider, the Receiving Bank and the Nominee shall Nominees to comply in all material respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider and the Receiving Bank Agreement;
10.1.7 10.1.6 using its best endeavours to procure that none of the Directors or and/or the Supervisors and that and/or the relevant Director or chief executives of the Supervisor to procure none of Company or their respective close associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or themher), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation from the relevant Authority to that effecteffect and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by any of the above persons, it shall forthwith notify the Joint Sponsors, the Sponsor-OCs and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters and the Capital Market Intermediaries);
10.1.8 10.1.7 using its best endeavours to procure that none of the Company or any member of the Group and/or any of their respective substantial shareholders (including the Warranting Controlling Shareholders), ) directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the 40th day immediately following the Price Determination Date;
10.1.8 using its best endeavours to procure that no subscriber of the Hong Kong Offer Shares are directly or indirectly funded or backed by the Warrantors or any core connected person, or by a person acting on behalf of the Warrantors on behalf of such persons above;
10.1.9 without prejudice to Clause 10.1.710.1.6 to 10.1.8, using its best endeavours to procure that no connected person (as defined in the Listing Rules) of the Company will himself/herself/itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associateshim/her/it), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors and Sponsors, the Sponsor-OCs, the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters)Joint Global Coordinators unless permitted to do so under the Listing Rules and having obtained confirmations from the relevant Authority to that effect;
10.1.10 use that no preferential treatment has been, nor will be, given to any placee and its associates by virtue of its relationship with the Company in any allocation in the placing tranche;
10.1.11 using or procure procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the a legal compliance manner and as specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be ” unless otherwise in compliance with the requirements under applicable rules required by the Listing Rules and/or the requirements of SEHK; Stock Exchange, and will not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other a manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws Laws and regulationsregulations that are applicable to the Group;
10.1.11 10.1.12 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declaredeclaring, pay paying or otherwise make making any dividend or distribution of any kind on its share capital nor (ii) change save for conversion of Domestic Shares into H Shares, and the Offer Shares and Option Shares to be issued and allotted following the completion of the Global Offering, changing or alter altering its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following 10.1.13 for the Listing Datesix months from the date of this Agreement, ensure that it has sufficient foreign currency prior to meet payment publishing any press release in connection with the Global Offering, submitting drafts of any dividends which may be declared in respect such press release to the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators and the Joint Global Coordinators (for themselves and on behalf of the H Shares;
10.1.13 procure that, with Underwriters and the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, Capital Market Intermediaries) for their review and will procure that no member of the Group and any of obtaining their respective affiliates, directors, supervisors, officers, employees prior written consent for such publication (whose consent shall not be unreasonably withheld or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHKdelayed); and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents)cooperating with and fully assisting, and using reasonable endeavours to procure the members of the Group, Warranting Shareholdersthe Controlling Shareholder(s), and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountantsaccountant, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) cooperate with and fully assist in a timely manner to manner, each of the Joint Sponsors Sponsors, the Sponsor-OCs, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Underwriting PartiesCapital Market Intermediaries, to (i) meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and the CSRC and other regulators under the Code of Conduct (including without limitation all materials and information as specified under paragraphs paragraph 21, in particular paragraph 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 6 thereof) and the CSRC Rules, ; and to (ii) facilitate its performance of its duties, as the case may be, as a sponsor, a Sponsor-OCs, an overall coordinator, a sponsor-overall coordinator, a joint global coordinator, a joint bookrunner, a joint lead manager, manager an underwriter and/or a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable lawsLaws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Code of Conduct, the Listing Rules, the Code and the Listing CSRC Rules;.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities Ordinance and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, SEHK or the SFC, the CSRC or any other relevant Authority SFC in respect of or by reason of the matters contemplated under by this Agreement or and otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37(a) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make (b) making all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFC;
10.1.4 make (c) making available on display for inspection at the offices of Sidley Austin, legal advisers to the Company as to Hong Kong Laws, the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VII – Documents Delivered delivered to the Registrar of Companies in Hong Kong and Available on Displayavailable for inspection” of the Hong Kong Prospectus for the period and at the websites address stated therein;
10.1.5 comply with the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rulesd) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the H Share Registrar, the HK eIPO White Form Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider and the Receiving Bank Agreement;
10.1.7 procure that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.8 procure procuring that none of the Company or and/or any member of the Group Group, and/or any of their respective substantial shareholders (including the Warranting Shareholders), directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.9 (e) subject to any waiver granted by the SEHK and without prejudice to Clause 10.1.710.1.4, using best efforts to procure that no core connected person (as defined in the Listing Rules) of the Company will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any core connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors Sole Sponsor and the Overall Joint Global Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);; and
10.1.10 use (f) using or procure procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be in compliance with the requirements under the Listing Rules and/or the requirements of SEHK; and not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement (Yum China Holdings, Inc.)
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities Ordinance and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, Stock Exchange or the SFC, the CSRC SFC or any other relevant Authority in respect of or by reason of the matters contemplated under by this Agreement or and otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make all necessary revoked and that Approvals and Filings (including but not limited to the CSRC Filings) are made with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFC;
10.1.4 make available on display the documents referred 10.1.2 using its best endeavours to in the section headed “Appendix VII – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period and at the websites stated therein;
10.1.5 comply with the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the H Share Registrar, the HK eIPO White Form eIPO Service Provider, the Receiving Bank and the Nominee shall to comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form eIPO Service Provider and the Receiving Bank AgreementAgreement and do all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.7 procure 10.1.3 procuring that none of the Directors Controlling Shareholder, Directors, or the Supervisors and that chief executive officer of the relevant Director or the Supervisor to procure none of Company and/or its subsidiaries, or their respective associates (as defined in the Listing Rules) will himself/herself himself or themselves (or through a company controlled by him/her him or them), apply to purchase Hong Kong Offer Shares either in his/her his or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares by the Controlling Shareholder, Directors, or the chief executive officer of the Company and/or its subsidiaries, or their respective controlled company or nominee or their respective associates, it shall forthwith notify the Sole Sponsor and the Sole Global Coordinator (for itself and on behalf of the Hong Kong Underwriters);
10.1.4 as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in any event no later than 9:00 a.m. on 16 December 2021 causing definitive share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applicants or, as the case may be, procure that the share certificates for Hong Kong Offer Shares in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC for credit to the stock account of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant;
10.1.8 procure 10.1.5 making available for display on the websites of the Stock Exchange and the Company the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” for the period and at the address stated therein;
10.1.6 procuring that none of the Company or Company, any member of the Group Group, and/or any of their respective substantial shareholders (including the Warranting Shareholders)supervisors, directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and Prospectus, the Preliminary Offering Circular or publicly availableand the Final Offering Circular, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.9 10.1.7 without prejudice to Clause 10.1.710.1.3, procure procuring that no connected person (as defined in the Listing Rules) of the Company will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing RulesRules or with the prior written consent of the Stock Exchange, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any connected person, their respective controlled company or nominee, it shall forthwith notify the Joint Sponsors Sole Sponsor and the Overall Coordinators Sole Global Coordinator (for themselves itself and on behalf of the other Hong Kong Underwriters);
10.1.10 10.1.8 procuring that no subscriber of the Hong Kong Offer Shares are directly or indirectly funded or backed by the Company or the Covenantors or any core connected person, or by a person acting on behalf of the Company or the Covenantors on behalf of such persons above;
10.1.9 procuring that none of the Covenantors will make or enter into, and use his or her or its best endeavours to procure that none of the respective connected persons (as defined in the Listing Rules) shall make or enter into any agreement, understanding, indemnity, favourable term or other arrangement with any of the placees or investors in respect of the subscription of any of the Offer Shares; and
10.1. 10using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of any ” unless otherwise agreed to be changed (such change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), to be in compliance with the requirements under the applicable Listing Rules and/or and the requirements of SEHK; and not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, ) with the SFC and other regulators under consent of the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) Sole Global Coordinator and the CSRC Rules, and Sole Sponsor (such consent not to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;be unreasonably withheld).
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities Ordinance and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, SEHK or the SFC, the CSRC or any other relevant Authority SFC in respect of or by reason of the matters contemplated under by this Agreement or and otherwise in connection with the Global Offering Offering, including, without limitation, the Company willbut not limited to:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 making all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFC;
10.1.4 make 10.1.3 making available on display for inspection the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VII V – Documents Delivered to the Registrar of Companies in Hong Kong and Available on On Display” of the Hong Kong Prospectus for the period and at in the websites manner stated therein;
10.1.5 comply with the Listing Rules in relation 10.1.4 using its best endeavours to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the H Share Hong Kong Registrar, the HK eIPO White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider Agreement and the Receiving Bank Agreement;
10.1.7 procure 10.1.5 procuring that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective close associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.8 procure 10.1.6 procuring that none of the Company or Company, any member of the Group Group, and/or any of their respective substantial shareholders (including the Warranting Shareholders)shareholders, directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular or publicly available, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.9 without prejudice 10.1.7 subject to Clause 10.1.7any waiver or consent granted by the Stock Exchange, procure procuring that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors Sole Sponsor and the Overall Coordinators Sole Global Coordinator (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.10 use 10.1.8 using or procure procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of , other than any change within one year after in respect of which the ListingCompany has notified to the Sole Sponsor and the Sole Global Coordinator (on behalf of the Hong Kong Underwriters) and complied with any applicable requirements of the Listing Rules or other requirements of the Stock
10.1.9 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, obtain issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Sole Global Coordinator, (which for and on behalf of the Underwriters) and the Sole Sponsor (whose consent shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be in compliance with the requirements under the Listing Rules and/or the requirements of SEHK; and not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, SEHK or the SFC, the CSRC SFC or any other relevant applicable Authority and all applicable Laws in respect of or by reason of the matters contemplated under this Agreement or otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 doing all necessary Approvals and Filings such things (including but not limited to the CSRC Filingsproviding all such information and paying all such fees) as are necessary to obtain all necessary Approvals and making all necessary Filings with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFC;
10.1.4 make available 10.1.3 publishing on display the websites of the Stock Exchange and the Company, the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VII – Documents Delivered delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period and at the websites stated therein;
10.1.4 using its best endeavours to procure that the Hong Kong Share Registrar, the HK eIPO White Form Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement and the Receiving Bank Agreement and take all such acts and actions as may be required to be done by it in connection with the Global Offering and the transactions contemplated therein;
10.1.5 comply complying with the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators Sole Representative (for themselves itself and on behalf of the other Hong Kong Underwriters)) and the Sole Sponsor;
10.1.6 procure procuring that each no core connected person, existing shareholders of the H Share Registrar, the HK eIPO White Form Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider and the Receiving Bank Agreement;
10.1.7 procure that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective close associates (both as defined in the Listing Rules) will himself/herself or themselves itself (or through a company controlled by him/her or themit), apply to purchase Hong Kong Public Offer Shares either in his/her or their its own names name or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect, and if the Company shall become aware of any application or indication of interest for Hong Kong Public Offer Shares by any core connected person, controlled company or nominee, it shall forthwith notify the Sole Representative (for itself and on behalf of the Underwriters) and the Sole Sponsor;
10.1.8 procure 10.1.7 procuring that none of the Company or Company, any member of the Group and/or the Warranting Shareholders, and/or any of their respective substantial shareholders (including the Warranting Shareholders)shareholders, directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus Prospectus, the Preliminary Offering Circular and the Preliminary Final Offering Circular or publicly available, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.9 without prejudice 10.1.8 from the date hereof until 5:00 p.m. on the date which is the thirtieth day after the date of Price Determination Agreement, not (i) declaring, paying or otherwise making any dividend or distribution of any kind on its share capital nor (ii) changing or altering its capital structure (including but not limited to Clause 10.1.7, procure that no connected person (as defined in alteration to the Listing Rules) nominal value of the Company will itself (Shares whether as a result of consolidation, sub-division or through a company controlled by it and that otherwise);
10.1.9 prior to publishing any press release in connection with the relevant connected person procures that none Global Offering, submitting drafts of their respective associates), apply such press release to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) by any connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors and the Overall Coordinators Sole Representative (for themselves itself and on behalf of the other Hong Kong Underwriters)) and the Sole Sponsor for their review;
10.1.10 use using or procure procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and in case of any change (whether within one year after the Listing or not), be in compliance with the requirements under the Listing Rules and/or the requirements of SEHK; and not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;and
10.1.11 from following the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Global Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure ensuring that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities Ordinance and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, SEHK or the SFC, the CSRC or any other relevant Authority SFC in respect of or by reason of the matters contemplated under by this Agreement or and otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 making all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFCSFC (if applicable);
10.1.4 make 10.1.3 making available on display for inspection at the offices of Skadden, Arps, Slate, Mxxxxxx & Fxxx, legal advisers to the Company as to Hong Kong Laws, the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VII – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Displayfor Inspection” of the Hong Kong Prospectus for the period and at the websites address stated therein;
10.1.5 comply with 10.1.4 urging that the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the H Share Registrar, the HK eIPO White Form Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider Agreement and the Receiving Bank Agreement;
10.1.7 procure 10.1.5 procuring that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself himself or themselves (or through a company controlled by him/her him or them), apply to purchase Hong Kong Offer Shares either in his/her his or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.8 procure 10.1.6 procuring that none of the Company or and/or any member of the Group and/or any of their respective substantial shareholders (including the Warranting Shareholders), directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular Prospectus or publicly available, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.9 10.1.7 subject to any waiver granted by the SEHK and without prejudice to Clause 10.1.710.1.4, procuring that no core connected person of the Company (as defined in the Listing Rules) and using its commercially reasonable endeavors to procure that no connected person (as defined in the Listing Rules) of the Company and that the relevant connected person to procure that none of their respective associates will itself (or through a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing Rules, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any connected person, controlled company or nominee, it shall forthwith notify the Joint Sponsors and the Overall Joint Global Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.10 use 10.1.8 that no preferential treatment has been, nor will be, given to any placee and its close associates by virtue of its relationship with the Company in any allocation in the placing tranche; and
10.1.9 using or procure procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of ” other than any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and that is disclosed in case of any change (whether within one year after the Listing or not), be in compliance accordance with the requirements under the Listing Rules and/or the requirements of SEHK; and will not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any member of the Group or other person or entity, for the purpose of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;.
Appears in 1 contract
Global Offering. comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMPWinding Up and Miscellaneous Provisions) Ordinance, the Securities Ordinance and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, SEHK or the SFC, the CSRC or any other relevant Authority SFC in respect of or by reason of the matters contemplated under by this Agreement or and otherwise in connection with the Global Offering Offering, including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make 10.1.2 making all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFC;
10.1.4 make 10.1.3 making available on display for inspection at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, legal advisers to the Company as to Hong Kong Laws, the documents referred to in the section of the Hong Kong Prospectus headed “Appendix VII – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Displayfor Inspection” of the Hong Kong Prospectus for the period and at the websites address stated therein;
10.1.5 comply with 10.1.4 using its best endeavors to procure that the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the H Share Registrar, the HK eIPO White Form Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider Agreement and the Receiving Bank Agreement;
10.1.7 10.1.5 using its best endeavors to procure that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself himself or themselves (or through a company controlled by him/her him or them), apply to purchase Hong Kong Offer Shares either in his/her his or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.8 procure 10.1.6 procuring that none of the Company or and/or any member of the Group Group, and/or any using its best endeavors to procure none of their respective substantial shareholders (including the Warranting Shareholders), directors, supervisors, officers, employees, affiliates and/or agents agents, shall (whether directly or indirectly, formally or informally, in writing or verbally) provide any material information, including forward-forward looking information (whether qualitative or quantitative) concerning the Company or any member of the Group that is not, or is not reasonably expected to be, included in each of the Hong Kong Prospectus and the Preliminary Offering Circular International Prospectus or publicly available, to any research analyst at any time up to and including the 40th fortieth day immediately following the Price Determination Date;
10.1.9 without prejudice 10.1.7 using its best endeavors to Clause 10.1.7, procure that no directors, existing shareholders, any other core connected person and their respective close associates (as defined in the Listing Rules) of the Company will itself (or through a nominee or a company controlled by it and that the relevant connected person procures that none of their respective associatesit), apply to purchase Hong Kong Offer Shares either in its own name or through nominees unless permitted to do so under the Listing RulesRules or under any waivers granted by the Stock Exchange, and if the Company shall become aware of any application or indication of interest for Hong Kong Offer Shares) Shares by any director, existing shareholder, other core connected personperson and their respective close associates, controlled company or nominee, it shall forthwith notify the Joint Sponsors and the Overall Joint Global Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.10 use 10.1.8 that no preferential treatment has been, nor will be, given to any placee and its close associates by virtue of its relationship with the Company in any allocation in the placing tranche unless otherwise permitted to do so under the Listing Rules or procure any waivers granted by the Stock Exchange; and
10.1.9 using or procuring the use of all of the net proceeds received by it pursuant to the Global Offering strictly in the manner specified in the section of the Hong Kong Prospectus headed “Future Plans and Use of Proceeds”; and in case of , other than any change within one year after the Listing, obtain prior written consent (which shall not be unreasonably withheld or delayed) from the Joint Sponsors; and that is disclosed in case of any change (whether within one year after the Listing or not), be in compliance accordance with the requirements under the Listing Rules and/or and will not (a) contravene any provision of any current and applicable laws or the requirements current constituent documents of SEHK; and notthe Company or any other member of the Group, directly (b) contravene the terms or indirectly, use such proceedsprovisions of, or lendconstitute a default under, contribute any material indenture, mortgage, deed of trust, loan agreement, note, lease or otherwise make available such proceeds to other agreement or instrument currently binding upon the Company or any other member of the Group or other person (c) contravene or entity, for violate the purpose terms or provisions of financing any activities or business of or with any person or entity, or of, with or in any country or territory, that is subject Approvals and Filings applicable to any sanctions Laws and regulations, of the Company or in any other manner that will result in a violation by any individual or entity (including, without limitation, by the Hong Kong Underwriters) of any sanctions laws and regulations;
10.1.11 from the date hereof until 5:00 p.m. on the date which is the 30th Business Day after the last day for lodging applications under the Hong Kong Public Offering, not (i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the H Shares whether as a result of consolidation, sub-division or otherwise);
10.1.12 following the Listing Date, ensure that it has sufficient foreign currency to meet payment of any dividends which may be declared in respect of the H Shares;
10.1.13 procure that, with the exception of any guaranteed allocation of Offer Shares at the Offer Price as set forth in any Cornerstone Investment Agreement, it will not, and will procure that no member of the Group and any of their respective affiliates, directors, supervisors, officers, employees or agents will offer, agree to provide, procure any other person or entity to provide, or arrange to provide any direct or indirect benefits by side letter or otherwise, to any subscriber or purchaser of Offer Shares pursuant to any Cornerstone Investment Agreements or otherwise engage in any conduct or activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide for New Listing Applicants issued by the SEHK; and
10.1.14 [intentionally deleted]
10.1.15 [intentionally deleted]
10.1.16 give every assistance (including the provision or procurement of all necessary consents), and procure the members of the Group, Warranting Shareholders, and/or any of their respective directors, supervisors, officers, employees, affiliates, agents, advisers, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to give every assistance (including the provision or procurement of all necessary consents) in a timely manner to each of the Joint Sponsors and the Underwriting Parties, to meet its obligations and responsibilities to provide materials, information and documents to the CSRC, the Stock Exchange, the SFC and other regulators under the Code (including without limitation all materials and information as specified under paragraphs 21.3 and 21.4 thereof), the Listing Rules (including without limitation Chapter 3A and paragraph 19 of Appendix F1 thereof) and the CSRC Rules, and to facilitate its performance of its duties, as the case may be, as a sponsor, an overall coordinator, a sponsor-overall coordinator, a global coordinator, a joint bookrunner, a joint lead manager, a capital market intermediary or a Hong Kong underwriter and to meet its obligations and responsibilities under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the CSRC Rules, the Code and the Listing Rules;.
Appears in 1 contract
