Placing Agents Undertakings. (A) The Placing Agent undertakes during the Placing Period to procure, on a best effort basis, subscribers for the Placing Shares at the Placing Price.
(B) The Placing Shares shall be offered by the Placing Agent to not less than six Placees in board lots. The choice of Placees for the Placing Shares shall be determined solely by the Placing Agent, subject to the requirements of the Listing Rules (in particular, the Placing Agent shall use all reasonable endeavours to ensure and shall obtain confirmation to that effect that Placees and their ultimate beneficial owners, if any, shall be third parties independent of and not connected with any of the connected persons of the Company or any of their respective associates and are not acting in concert with the Company or any of its directors, chief executives or substantial shareholders or any of their respective associates or any other Placees). The Placing Agent shall, upon request by the Company or the Stock Exchange, disclose the names and addresses of each of the places to the Company or the Stock Exchange.
(C) By no later than 5:00 p.m. on the Placing End Date, the Placing Agent shall deliver to the Company:
(i) a schedule showing details of the Placees (including the Placing Agent if applicable) including their names, country of incorporation (if a corporation), addresses (or registered address if a corporation), the number of Placing Shares subscribed for by each Placee (the “Subscription Shares”) and the details of the CCASS accounts; and
(ii) letters of confirmation signed by each of the Placees for the relevant number of Subscription Shares subscribed for by each Placee.
Placing Agents Undertakings. (A) The Placing Agent undertakes that during the Placing Period, it will procure, on a best efforts basis, Placees for all of the Placing Shares at the Placing Price (together with such Hong Kong stamp duty and the Stock Exchange trading fee and the SFC transaction levy and the FRC Transaction Xxxx as may be payable by Placees).
(B) The Placing Shares shall be offered by the Placing Agent to not less than six Placees in integral multiples of whole board lots. The manner in which the Placing is conducted and the choice of Placees for the Placing Shares shall be determined solely by the Placing Agent, subject to the requirements of the Listing Rules (in particular, the Placing Agent shall use all reasonable endeavours to ensure that the Placees shall be third parties independent of and not connected with the Company and its connected persons, shall not become a substantial shareholder of the Company upon Completion and none of the Placees to be procured by the Placing Agent falls or will, upon Completion, fall under the category of a “US person” under the United States Securities Act of 1933;).
(C) By no later than 2:00 p.m. on the sixth business day preceding the Long Stop Date, the Placing Agent shall deliver to the Company a schedule showing details of the Placees, including their names in English and Chinese, (for corporations) countries of incorporation, addresses (or, for corporations, registered addresses), telephone numbers, personal identification numbers, employer’s identities, the number of Placing Shares purchased by each placee, and details of the CCASS stock accounts to which such Placing Shares are to be credited. As soon as practicable and in any event no later than the day which is the sixth Business Day before the Completion Date, the Placing Agent shall deliver to the Stock Exchange (and/or the SFC, if requested) details of the Placee(s) procured to subscribe for the Placing Shares including, inter alia, their names and addresses and the number of Placing Shares which they have respectively agreed to subscribe, and (if requested by the Stock Exchange and/or the SFC) together with acknowledgment confirming, inter alia, that such Placees (and any of their beneficial owners) are Independent Third Parties.
(D) Without limitation to Clause 3(E), the Placing Agent undertakes to effect the Placing by telephone conversations or demand forms leading to concluded contracts, which shall then be confirmed by letter(s) of confirmation.
(E) The Placing ...
Placing Agents Undertakings
