Common use of Indebtedness and material obligations Clause in Contracts

Indebtedness and material obligations. 7.1 Except as disclosed in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, (A) no member of the Group has any material outstanding liabilities, term loans, other borrowings or indebtedness in the nature of borrowings, including, without limitation, bank overdrafts and loans, debt securities or similar indebtedness, subordinated bonds and hire purchase commitments, or any material mortgage or charge or any guarantee or other contingent liabilities, (B) no outstanding indebtedness of any member of the Group has or will (or with notice or lapse of time or fulfillment of any condition or compliance with any formality or all of the foregoing) become repayable before its stated maturity, nor has or will (or with notice or lapse of time or fulfillment of any condition or compliance with any formality or all of the foregoing) any security in respect of such indebtedness become enforceable by reason of default of such member of the Group, (C) to the best knowledge of the Company after due and careful enquiry, no person to whom any material indebtedness of any member of the Group that is repayable on demand is owed has demanded or threatened to demand repayment of, or to take steps to enforce any security for, the same, and (D) to the best knowledge of the Company, no circumstance has arisen such that any person is now entitled to require payment of any material indebtedness of any member of the Group or under any guarantee of any liability of any member of the Group by reason of default of such member of the Group or any other person or under any material guarantee given by any member of the Group,. 7.2 (A) The amounts borrowed by each member of the Group do not exceed any limitation on its borrowing contained in its articles of association or other constituent or constitutive documents or its business license or in any debenture or other deed or document binding upon it; (B) no member of the Group has factored any of its material debts or engaged in financing of a type which would not be required to be shown or reflected in its audited accounts; and (C) with respect to each of the borrowing facilities of any member of the Group, (i) such borrowing facility has been duly authorized, executed and delivered, is legal, valid, binding and enforceable in accordance with is terms and is in full force and effect, (ii) all undrawn amounts under such borrowing facility is or is expected to be capable of drawdown pursuant to the terms thereof, and (iii) to the best knowledge of the Company after due and careful enquiry, no event has occurred, and no circumstances exist, which could cause any undrawn amounts under such borrowing facility to be unavailable for drawing as required; and (D) to the best knowledge of the Company, no event has occurred, and no circumstances exist, in relation to any investment grants, loan subsidies or financial assistance received by or granted to or committed to be granted or pledged to the Company or any of the other members of the Group from or by any Authority in consequence of which the Company or the relevant member of the Group is or could be held liable to forfeit or repay in whole or in part any such grant or loan or financial assistance.

Indebtedness and material obligations. 7.1 Except as otherwise disclosed in each of the Hong Kong ProspectusListing Document, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof Accountants’ Reports and the PHIP, General Legal Opinions,: (Ai) no member of the Group has any material outstanding liabilities, term loans, other borrowings or indebtedness in the nature of borrowings, including, without limitation, bank overdrafts and loans, debt securities or similar indebtedness, subordinated bonds and hire purchase commitments, or any material mortgage or charge or any material guarantee or other contingent liabilities, ; (Bii) no material outstanding indebtedness of any member of the Group has or will (or or, with notice or lapse of time or fulfillment fulfilment of any condition or compliance with any formality or all of the foregoing, will) become repayable before its stated maturity, nor has or will (or or, with notice or lapse of time or fulfillment fulfilment of any condition or compliance with any formality or all of the foregoing, will) any security in respect of such indebtedness become enforceable by reason of default of such member of the Group, ; (Ciii) to the best knowledge of the Company after due and careful enquiry, no person to whom any material indebtedness of any member of the Group that is repayable on demand is owed has demanded or threatened to demand repayment of, or to take steps to enforce any security for, the same, and ; (Div) to the best knowledge of the Company, no circumstance has arisen such that any person is now entitled to require payment of any material indebtedness of any member of the Group or under any guarantee of any material liability of any member of the Group by reason of default of such member of the Group or any other person or under any material guarantee given by any member of the Group,.; 7.2 (Av) The the amounts borrowed by each member of the Group do not exceed any limitation on its borrowing contained in its memorandum and articles of association or other constituent or constitutive constitutional documents or its business license licence or in any debenture or other deed or document binding upon it; , (Bvi) no member of the Group has factored any of its material debts or engaged in financing of a type which would not be required to be shown or reflected in its audited accounts; and and (Cvii) with respect to each of the borrowing facilities of any member of the Group which is material to the Group, : (i) such borrowing facility has been duly authorizedauthorised, executed and delivereddelivered by them, and is legal, valid, binding and enforceable in accordance with is its terms and is in full force and effect, (ii) all the Company is not aware of any restrictions that would limit the Company’s ability to draw down on any undrawn amounts outstanding under such borrowing facility facility, upon satisfaction of applicable conditions specified therein and the Company is or is expected not aware of any circumstance which will render any such condition not being able to be capable of drawdown pursuant to the terms thereof, satisfied; and (iii) to the best knowledge of the Company after due and careful enquiryis not aware of any event, no event has occurred, and no circumstances exist, that have occurred or exists which could cause any undrawn amounts under such borrowing facility to be unavailable for drawing as required; and (D) to the best knowledge of the Company, no event has occurred, and no circumstances exist, in relation to any investment grants, loan subsidies or financial assistance received by or granted to or committed to be granted or pledged to the Company or any of the other members of the Group from or by any Authority in consequence of which the Company or the relevant member of the Group is or could be held liable to forfeit or repay in whole or in part any such grant or loan or financial assistance.

Indebtedness and material obligations. 7.1 12.1 Except as otherwise disclosed in the Listing Document, (a) there are no transactions, including indebtedness (actual or contingent), between the Company or any other members of the Group on the one hand and their respective affiliates, officers and directors or their shareholders, third party contractors, customers or suppliers on the other hand, other than on normal commercial terms in the ordinary and usual course of business or transactions among members of the Group; (b) there are no transactions between the Company, on the one hand, and any holder of 5% or more of the outstanding ordinary shares of the Company or any affiliate of any such holder, on the other hand, other than on normal commercial terms in the ordinary and usual course of business; and (c) other than on normal commercial terms in the ordinary and usual course of business, there is no actual or contingent indebtedness, contract or arrangement outstanding between the Company, on the one hand, and any director or officer of the Company or any person connected with such director or officer (including but not limited to his or her spouse or child, or any company or undertaking in which he or she holds a controlling interest). 12.2 Except as disclosed in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIPListing Document, (Aa) no member of the Group has any material outstanding liabilities, term loans, other borrowings or indebtedness in the nature of borrowings, including, without limitation, bank overdrafts and loans, debt securities or similar indebtedness, subordinated bonds and hire purchase commitments, or any material mortgage or charge or any guarantee or other contingent liabilities, liabilities which are material; (Bb) no material outstanding indebtedness of any member of the Group has or will (or or, with notice or lapse of time or fulfillment fulfilment of any condition or compliance with any formality or all of the foregoing, will) become repayable before its stated maturity, nor has or will (or or, with notice or lapse of time or fulfillment fulfilment of any condition or compliance with any formality or all of the foregoing, will) any security in respect of such indebtedness become enforceable by reason of default of such member of the Group, ; (Cc) to the best knowledge of the Company after due and careful enquiry, no person to whom any material indebtedness of any member of the Group that is repayable on demand is owed has demanded or or, threatened to demand repayment of, or to take steps to enforce any security for, the same, ; and (Dd) to the best knowledge of the Company, no circumstance has arisen such that any person is now entitled to require payment of any material indebtedness of any member of the Group or under any guarantee of any liability of any member of the Group by reason of default of such member of the Group or any other person or under any material guarantee given by any member of the Group,. 7.2 (Aa) The amounts borrowed by each any member of the Group do does not exceed any limitation on its borrowing contained in its memorandum and articles of association or other constituent or constitutive documents or its business license licence or in any debenture or other deed or document binding upon it; (Bb) no member of the Group has factored any of its material debts or engaged in financing of a type which would not be required to be shown or reflected in its audited accounts; and (Cc) with respect to each of the borrowing facilities of any member of the Group, (i) such borrowing facility has been duly authorizedauthorised, executed and delivered, is legal, valid, binding and enforceable against such member of the Group in accordance with is its terms and is in full force and effect, (ii) all undrawn amounts under such borrowing facility is or is expected to will be capable of drawdown pursuant to the terms thereofdrawdown, and (iii) to the best knowledge of the Company after due and careful enquiry, no event has occurred, and no circumstances exist, which could cause any undrawn amounts under such borrowing facility to be unavailable for drawing as required; and (Dd) to the best knowledge of the Company, no event has occurred, and no circumstances exist, in relation to any investment grants, loan subsidies or financial assistance received by or granted to or committed to be granted or pledged to the Company or any of the other members of the Group from or by any Governmental Authority in consequence of which the Company or the relevant member of the Group is or could be held liable to forfeit or repay in whole or in part any such grant or loan or financial assistance. 12.4 There is no breach of covenants or event of default under any loan facilities taken by any member of the Group that exists which would entitle any creditor of any member of the Group to require the redemption or repayment of all or part of any indebtedness incurred by any member of the Group, except where such event of default, redemption or repayment would not have a Material Adverse Effect. 12.5 All guarantees of indebtedness of the Group are in full force and effect, and there are no outstanding guarantees or contingent payment obligations of the Group in respect of indebtedness of any party that is not a member of the Group.

Indebtedness and material obligations. 7.1 7.1. Except as otherwise disclosed in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof Preliminary Offering Circular and the PHIP, Final Offering Circular (A) no member of the Group has Group, taken as a whole, does not have any material outstanding liabilities, term loans, other borrowings or indebtedness in the nature of borrowings, including, without limitation, bank overdrafts and loans, debt securities or similar indebtedness, subordinated bonds and hire purchase commitments, or any material mortgage or charge or any material guarantee or other contingent liabilities, (B) no material outstanding indebtedness of any member of the Group Group, taken as a whole, has or will (or or, with notice or lapse of time or fulfillment fulfilment of any condition or compliance with any formality or all of the foregoing, will) become repayable before its stated maturity, nor has or will (or or, with notice or lapse of time or fulfillment fulfilment of any condition or compliance with any formality or all of the foregoing, will) any security in respect of such indebtedness become enforceable by reason of default of such a member of the Group, (C) to the best knowledge of the Company after due and careful enquiry, no person to whom any material indebtedness of any member of the Group Group, taken as a whole, that is repayable on demand is owed has demanded or or, to the best knowledge of the Company, threatened to demand repayment of, or to take steps to enforce any security for, the same, and (D) to the best knowledge of the Company, no circumstance has arisen such that any person is now entitled to require payment of any material indebtedness of any member of the Group Group, taken as a whole, or under any guarantee of any liability of any member of the Group by reason of default of such member of the Group or any other person or under any material guarantee given by any member of the Group,.any 7.2 7.2. (A) The the amounts borrowed by each member of the Group do not exceed any limitation on its borrowing contained in its articles of association or other constituent or constitutive documents or its business license or in any debenture or other deed or document binding upon it; (B) no member of the Group has factored any of its material debts or engaged in financing of a type which would not be required to be shown or reflected in its audited accounts; and (C) with respect to each of the borrowing facilities of any member of the GroupGroup which is material to the Group taken as a whole, (i) such borrowing facility has been duly authorized, executed and delivered, is legal, valid, binding and enforceable in accordance with is terms and is in full force and effect, (ii) all undrawn amounts under such borrowing facility is or is expected to be capable of drawdown pursuant to the terms thereof, and (iii) to the best knowledge of the Company after due and careful enquiryCompany, no event has occurred, and no circumstances exist, which could cause any undrawn amounts under such borrowing facility to be unavailable for drawing as required; and (D) to the best knowledge of the Company, no event has occurred, and no circumstances exist, in relation to any investment grants, loan subsidies or financial assistance received by or granted to or committed to be granted or pledged to the Company or any of the other members of the Group from or by any Authority in consequence of which the Company or the relevant member of the Group is or could be held liable to forfeit or repay in whole or in part any such grant or loan or financial assistance.

Indebtedness and material obligations. 7.1 Except as otherwise disclosed in the Disclosure Documents: 7.1.1 each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, (A) no member of the Group has does not have any material outstanding liabilities, term loans, other borrowings or indebtedness in the nature of borrowings, including, without limitation, including bank overdrafts and loans, debt securities or similar indebtedness, subordinated bonds and hire purchase commitments, commitments or any material mortgage or charge or any material guarantee or other contingent liabilities, (B) ; and 7.1.2 no material outstanding indebtedness of any member of the Group has or will (or or, with notice or notice, lapse of time or fulfillment time, fulfilment of any condition or and/or compliance with any formality or all of the foregoingformality, will) become repayable before its stated maturity, nor has or will (or or, with notice or notice, lapse of time or fulfillment time, fulfilment of any condition or and/or compliance with any formality or all of the foregoingformality, will) any security in respect of such indebtedness become enforceable by reason of default of such member of the Group, (C) to the best knowledge of the Company after due and careful enquiry, ; and 7.1.3 no person to whom any material indebtedness of any member of the Group that is repayable on demand is owed has demanded demanded, or threatened to demand repayment of, or to take steps to enforce any security for, the same, and (D) to the best knowledge of the Company, ; and 7.1.4 no circumstance has arisen such that any person is now entitled to require payment of any material indebtedness of any member of the Group or under any guarantee of any material liability of any member of the Group by reason of default of such member of the Group or any other person or under any material guarantee given by any member of the Group,; and 7.1.5 each member of the Group has not stopped or suspended payments of its debts, has become unable to pay its debts or otherwise become insolvent. 7.2 (A) The amounts borrowed by each member of the Group do not exceed any limitation on its borrowing contained in its articles of association or other constituent or constitutive documents or its business license or in any debenture or other deed or document binding upon it; (B) no member of the Group has factored any of its material debts or engaged in financing of a type which would not be required to be shown or reflected in its audited accounts; and (C) with respect to each of the borrowing facilities of any member of the Group which is material to the relevant member of the Group, (i) such borrowing facility has been duly authorized, executed and delivered, is legal, valid, binding and enforceable against the relevant member of the Group in accordance with is its terms and is in full force and effect, ; (ii) all undrawn amounts under such borrowing facility is or is expected to will be capable of drawdown pursuant to the terms thereof, and drawdown; (iii) to the best knowledge of the Company after due and careful enquiry, no event has occurred, and no circumstances exist, which could cause any undrawn amounts under such borrowing facility to be unavailable for drawing as required; and (Div) to the best knowledge of the Company, no event has occurred, and and, to the Company’s best knowledge, no circumstances exist, in relation to any material investment grants, loan subsidies or financial assistance received by or granted to or committed to be granted or pledged to the Company or any of the other members relevant member of the Group from or by any Authority Authority, in consequence of which the Company or the relevant member of the Group is or could be held liable to forfeit or repay in whole or in part any such grant or loan or financial assistance.the