Common use of Offer Shares Clause in Contracts

Offer Shares. 3.1 The Offer Shares have been duly and validly authorised and, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be duly and validly issued, fully paid and non-assessable, free of any pre-emptive right, resale right, right of first refusal or similar right and subject to no Encumbrance or adverse claims; the Offer Shares, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be free of any restriction upon the holding, voting or transfer thereof pursuant to the Laws of the PRC or Hong Kong or the Articles of Association or other constituent or constitutive documents of the Company or any agreement or other instrument to which the Company is party; no holder of Offer Shares after the completion of the Global Offering will be subject to personal liability in respect of the Company’s liabilities or obligations by reason of being such a holder. 3.2 As of the Listing Date, the Company will have the issued share capital as set forth in the section of each of the Hong Kong Prospectus and the Preliminary Offering Circular headed “Share Capital”, and, assuming the full exercise of the Over-allotment Option, as of the relevant settlement date for the Option Shares, the Company will have the issued capital as set forth in the section of each of the Hong Kong Prospectus and the Preliminary Offering Circular headed “Share Capital”. The share capital of the Company, including the Offer Shares, conforms in all material respects to each description thereof contained in each of the Hong Kong Prospectus and the Preliminary Offering Circular; the certificates for the Offer Shares, when issued, will be in due and proper form such as to be legal and valid under the Laws of the PRC.

Offer Shares. 3.1 3.1. The Offer Shares have been duly and validly authorised authorized and, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be duly and validly authorized, issued, fully paid and non-assessable, free of any pre-emptive right, resale right, right of first refusal or similar right and subject to no Encumbrance or adverse claims; the Offer Shares, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be free of any restriction upon the holding, voting or transfer thereof pursuant to the Laws of the PRC British Virgin Islands or Hong Kong or the Articles of Association and the memorandum of association or other constituent or constitutive documents of the Company or any agreement or other instrument to which the Company is a party; no holder of Offer Shares after the completion of the Global Offering will be subject to personal liability in respect of the Company’s liabilities or obligations by reason of being such a holder. 3.2 3.2. As of the Listing Date, the Company will have the authorized and issued share capital as set forth in the section of each of the Hong Kong Prospectus and Prospectus, the Preliminary Offering Circular and the Final Offering Circular headed “Share CapitalShares”, and, assuming the full exercise of the Over-allotment Over- Allotment Option, as of the relevant settlement date for of the Option Shares, the Company will have the authorized and issued capital as set forth in the section of each of the Hong Kong Prospectus and Prospectus, the Preliminary Offering Circular and the Final Offering Circular headed “Share CapitalShares”. The share capital of the Company, including the Offer Shares, conforms in all material respects to each description thereof contained in each of the Hong Kong Prospectus Prospectus, the Preliminary Offering Circular and the Preliminary Final Offering Circular; the certificates for the Offer Shares, when issued, will be in due and proper form such as to be legal and valid under the Laws of the PRCBritish Virgin Islands.

Offer Shares. 3.1 The (i) the Offer Shares have been duly and validly authorised and, when to be issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be duly and validly issued, fully paid and non-assessable, free of any pre-emptive right, resale right, right of first refusal or similar right issued on the terms and subject to the conditions set out in the Offer Documents, fully paid, rank equally with existing Shares on issue and will be issued free from all encumbrances, other than those provided for in the Certificate of Incorporation and Bylaws of the Company; (ii) there are no Encumbrance restrictions on the voting or adverse claims; transfer of the Offer Shares, when issued or on the declaration or payment of any dividend or distribution on them, except for those fully and delivered against payment therefor fairly disclosed in the Offer Documents, the FOR Facilities, or as provided in this Agreement the Company's Certificate of Incorporation and Bylaws or other regulatory filings, the International Underwriting AgreementDGCL, the Corporations Act, Listing Rules or Australia's taxation legislation (as applicablethey apply to the Company), or any other legislation, rules or regulations applicable to the Company; (iii) the Offer Shares are and will be free in a class of any restriction upon securities (represented by CDIs) that were quoted securities at all times in the holding, voting or transfer thereof pursuant 3 months prior to the Laws date of the PRC or Hong Kong or Prospectus; (iv) the Articles Offer Options are options to acquire Shares that are and will be in a class of Association or other constituent or constitutive documents securities (represented by CDIs) that were quoted securities at all times in the 3 months prior to the date of the Company or any agreement or other instrument to which the Company is party; Prospectus; (v) no holder of Offer Shares after the completion ASIC determination under section 713(6) of the Global Offering will be subject Corporations Act is in force in relation to personal liability the Company, and no such determination in respect of the Company’s liabilities or obligations by reason Company has been in force at any time in the 12 months prior to the date of being such a holder.this agreement; and 3.2 As (vi) other than in respect of the Listing Date, issue of Underwriter Options to the Underwriter and approval for the Company will have to amend its certificate of incorporation to increase the issued share capital as set forth in number of authorized shares of common stock available for issuance, Shareholder approval is not required to undertake the section of each of the Hong Kong Prospectus and the Preliminary Offering Circular headed “Share Capital”Offer, and, assuming the full exercise of the Over-allotment Option, as of the relevant settlement date for the Option Shares, the Company will have the issued capital as set forth in the section of each of the Hong Kong Prospectus and the Preliminary Offering Circular headed “Share Capital”. The share capital of the Company, including or to offer or issue or agree to issue the Offer Shares, conforms in all material respects to each description thereof contained in each of the Hong Kong Prospectus and the Preliminary Offering Circular; the certificates for the Shares or Offer Shares, when issued, will be in due and proper form such as to be legal and valid under the Laws of the PRC.Options;

Offer Shares. 3.1 The Offer Shares have been duly and validly authorised authorized and, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, and registered in the register of members of the Company, will be duly and validly authorized, issued, fully paid and non-assessable, free of any pre-emptive right, resale right, right of first refusal or similar right and subject to no Encumbrance or adverse claims; , and will have attached to them the rights and benefits specified in the Memorandum and Articles of Associations as described in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP and, in particular, will rank pari passu in all respects with the existing issued Class A ordinary shares, including the right to rank in full for all distributions declared, paid or made by the Company after the time of their allotment, and will be freely transferrable by the Company to or for the account of the Hong Kong Underwriters (or the applicants under the Hong Kong Public Offering) and the International Underwriters (or purchasers procured by the Joint Global Coordinators or the International Underwriters). The Offer Shares, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, and registered in the register of members of the Company, will be free of any restriction upon the holding, voting or transfer thereof pursuant to the Laws of the PRC Cayman Islands or Hong Kong or the Memorandum and Articles of Association or other constituent or constitutive documents or the business license of the Company or any agreement or other instrument to which the Company is party; no holder of Offer Shares after the completion of the Global Offering will be subject to personal liability in respect of the Company’s liabilities or obligations by reason of being such a holder. 3.2 As of the Listing Date, the Company will have the authorized and issued share capital as set forth in the section of each of the Hong Kong Prospectus Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the Preliminary Offering Circular PHIP headed “Share Capital” and (in the case of the Registration Statement, the Pricing Disclosure Package and the Prospectus) “Description of Share Capital”, and, assuming the full exercise of the Over-allotment Allotment Option, as of the relevant settlement date for the Option Shares, the Company will have the authorized and issued capital as set forth in the section of each of the Hong Kong Prospectus Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the Preliminary Offering Circular PHIP headed “Share Capital” and (in the case of the Registration Statement, the Pricing Disclosure Package and the Prospectus) “Description of Share Capital”. The share capital of the Company, including the Offer Shares, conforms in all material respects to each description thereof contained in each of the Hong Kong Prospectus Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the Preliminary Offering CircularPHIP, and each such description is complete, true, accurate and not misleading; the certificates for the Offer Shares, when issued, will be in due and proper form such as to be legal and valid under the Laws of the PRCCayman Islands.

Offer Shares. 3.1 The Offer Shares have been duly and validly authorised authorized and, when issued and delivered against payment therefor as provided in this Agreement or the International Hong Kong Underwriting Agreement, as applicable, and registered in the register of members of the Company, will be duly and validly authorized, issued, fully paid and non-assessable, free of any pre-emptive right, resale right, right of first refusal or similar right and subject to no Encumbrance or adverse claims; , and will have attached to them the rights and benefits specified in the Memorandum and Articles of Associations as described in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP and, in particular, will rank pari passu in all respects with the existing issued Class A Ordinary Shares, including the right to rank in full for all distributions declared, paid or made by the Company after the time of their allotment, and will be freely transferrable by the Company to or for the account of the Hong Kong Underwriters (or the applicants under the Hong Kong Public Offering) and the International Underwriters (or purchasers procured by the Joint Global Coordinators or the International Underwriters). The Offer Shares, when issued and delivered against payment therefor as provided in this Agreement or the International Hong Kong Underwriting Agreement, as applicable, and registered in the register of members of the Company, will be free of any restriction upon the holding, voting or transfer thereof pursuant to the Laws of the PRC Cayman Islands or Hong Kong or the Memorandum and Articles of Association or other constituent or constitutive documents or the business license of the Company or any agreement or other instrument to which the Company is party; no holder of Offer Shares after the completion of the Global Offering will be subject to personal liability in respect of the Company’s liabilities or obligations by reason of being such a holder. 3.2 As of the Listing Date, the Company will have the authorized and issued share capital as set forth in the section of each of the Hong Kong Prospectus Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the Preliminary Offering Circular PHIP headed “Share Capital” and (in the case of the Registration Statement, the Pricing Disclosure Package and the Prospectus) “Description of Share Capital”, and, assuming the full exercise of the Over-allotment Allotment Option, as of the relevant settlement date for the Option Shares, the Company will have the authorized and issued capital as set forth in the section of each of the Hong Kong Prospectus Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the Preliminary Offering Circular PHIP headed “Share Capital” and (in the case of the Registration Statement, the Pricing Disclosure Package and the Prospectus) “Description of Share Capital”. The share capital of the Company, including the Offer Shares, conforms in all material respects to each description thereof contained in each of the Hong Kong Prospectus Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the Preliminary Offering CircularPHIP, and each such description is complete, true, accurate and not misleading; the certificates for the Offer Shares, when issued, will be in due and proper form such as to be legal and valid under the Laws of the PRCCayman Islands.

Offer Shares. 3.1 The Offer Shares and all other issued and outstanding share capital of the Company have been duly and validly authorised authorized and, when allotted, issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, and registered in the register of members of the Company, will be duly and validly allotted and issued, fully paid and non-assessable, free of any pre-emptive rightEncumbrance; the Offer Shares will have attached to them the rights and benefits specified in the Company’s articles of association as described in each of the Hong Kong Public Offering Documents, resale rightin particular, will rank pari passu in all respects with the existing issued Shares, including the right to rank in full for all distributions declared, paid or made by the Company after the time of first refusal or similar right and subject to no Encumbrance or adverse claimstheir allotment; the certificates for the Offer Shares, when issued, will be in due and proper form such as to be legal and valid under all applicable Laws; subject to Company's articles of association, the Offer Shares will be freely transferable by the Selling Shareholders to or for the account of the Underwriters and the subsequent purchasers and, when allotted, issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be free of any restriction upon the holding, voting or transfer thereof pursuant to the Laws of the United States, the PRC or Hong Kong or the Articles articles of Association association or other constituent or constitutive documents of the Company or any agreement or other instrument to which instrument; except as disclosed in the Company is party; Hong Kong Public Offering Documents, no holder of the Offer Shares after the completion of the Global Offering will be subject to personal liability in respect of any of the Company’s or Selling Shareholder’s liabilities or obligations by reason of being such a holder. 3.2 As ; and there are no limitations on the rights of holders of the Listing DateShares or the Offer Shares to hold, vote or transfer their securities. A holder of the Offer Shares and each Hong Kong Underwriters are each entitled to sxx as plaintiff in the court of the jurisdiction of formation and domicile of the Company will have for the issued share capital as set forth in the section enforcement of each of the Hong Kong Prospectus their respective rights under this Agreement and the Preliminary Offering Circular headed “Share Capital”, and, assuming the full exercise Offer Shares and such access to such courts will not be subject to any conditions which are not applicable to residents of the Over-allotment Option, as of the relevant settlement date for the Option Shares, the Company will have the issued capital as set forth such jurisdiction or a company incorporated in the section of each of the Hong Kong Prospectus and the Preliminary Offering Circular headed “Share Capital”. The share capital of the Company, including the Offer Shares, conforms in all material respects to each description thereof contained in each of the Hong Kong Prospectus and the Preliminary Offering Circular; the certificates for the Offer Shares, when issued, will be in due and proper form such as to be legal and valid under the Laws of the PRCjurisdiction.