The Company and the Group. 2.1 As of the date of this Agreement, the Company has the authorised and issued Shares as set forth in each of the Hong Kong Prospectus and the Preliminary Offering Circular in the section headed “Share Capital”, and all of the issued shares of the Company have been duly authorised and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable Laws, were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are subject to no Encumbrance or adverse claims.
2.2 The Company has been duly established and is validly existing as a corporation in good standing under the Laws of the PRC, with full right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular, to execute and deliver each of this Agreement and the other Operative Documents, to issue, sell and deliver the Offer Shares as contemplated herein and under the Global Offering; the Articles of Association and other constituent or constitutive documents of the Company comply with the requirements of the Laws of the PRC and are in full force and effect; the Company has been duly registered as a non-Hong Kong company under Part 16 of the Companies Ordinance and the Articles of Association, the memorandum of association and other constituent or constitutive documents of the Company comply with the Laws of Hong Kong (including, without limitation, the Listing Rules).
2.3 The Company is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership or leasing of properties or assets or otherwise).
(A) The Company has no subsidiaries other than those as set forth the Hong Kong Prospectus and the Preliminary Offering Circular; (B) except as disclosed in all of the Hong Kong Prospectus and the Preliminary Offering Circular, the Company owns all of the issued or registered share capital or other equity interests of or in each of the other members of the Group; (C) other than the share capital or other equity interests of or in the other members of the Group, the Company does not own, directly or indirectly, any share capital or any other equity interests or long-term debt securities of or in any corporation, firm, partnership, joint ventu...
The Company and the Group. APTUS and its affiliates focus on the licensing of, and acquisition of early stage preclinical assets with the intention to engage in drug research, development, and commercialization purposes. Assets are acquired via open and public platforms such as the technology transfer offices of accredited universities and academic institutions. In addition, the Group seeks to be a facilitator across the financing spectrum for biotech companies, entrepreneurs, and commercializing agents, to bolster innovations adding value to health care needs in the market place; and to assist in furthering the research capabilities of institutions the Group works with.
The Company and the Group. The Company is a company incorporated in the Cayman Islands with limited liability whose shares are listed and traded on the main board of The Stock Exchange of Hong Kong Limited. As at the date of this announcement, approximately 68.72% of the shares issued by the Company are indirectly held by China Resources (Holdings) Company Limited. The Group is principally engaged in the manufacture and sale of cement, concrete and other related products and services in PRC and Hong Kong.
The Company and the Group. The Company is a company incorporated in the Cayman Islands with limited liability whose shares are listed and traded on the main board of the Stock Exchange (stock code: 1313). As at the date of this announcement, approximately 68.72% of the shares issued by the Company are indirectly held by CRH, which in turn is ultimately owned by CRC. The Group is principally engaged in the manufacture and sale of cement, concrete and other related products and services in Chinese Mainland and Hong Kong.
The Company and the Group. 1.1 The 376,393,854 Ordinary Shares, 100,000,000 A Ordinary Shares and, 350,000 SFA Shares constitute the whole of the allotted and issued share capital of the Company as at the date of this Agreement.
1.2 Each Group Company is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation.
1.3 No Group Company has or has agreed to acquire any interest in the share or loan capital of any body corporate other than a Group Company. No Group Company is or has agreed to become a member of any partnership, joint venture, consortium or other incorporated or unincorporated association.
1.4 With the exception of the Company, Freightliner Australia Pty Ltd and ERS Railways B.V., a Group Company directly or indirectly owns free from any Encumbrance the whole of the issued share capital of each of the Group Companies.
1.5 The allotted and issued shares in the capital of Freightliner Australia Pty Ltd and ERS Railways B.V. are legally and beneficially owned by the persons stated in schedule 7.
1.6 The information set out in schedule 7 is true, accurate and not misleading.
1.7 In respect of xxxXxxxxx.xx GmbH:
(a) ERS Railways B.V. legally and beneficially owns one share in the capital of xxxXxxxxx.xx GmbH of nominal amount EUR 117,500 free from any Encumbrance;
(b) Eurogate Intermodal GmbH holds one share in the capital of xxxXxxxxx.xx GmbH of nominal amount EUR 95,000; and
(c) TX Logistik AG holds one share in the capital of xxxXxxxxx.xx GmbH of nominal amount EUR 37,500,
The Company and the Group. 2.1 As at the date of this Agreement, the Company has the authorised and issued share capital as set out in the section headed “Statutory and General Information — Further Information about our Company — Changes in the Share Capital of our Company” in the Listing Document and all of the issued Shares have been duly authorised and validly issued and are fully paid and non-assessable, have been issued in compliance with all Applicable Laws, were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are subject to no Encumbrance or adverse claims. There are no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or other equity interests of the Company (save in respect of the options granted or which may be granted under the Share Option Scheme).
2.2 The Company has been duly incorporated and is validly existing as a company with limited liability under the laws of the BVI, with full right, power and authority (corporate and other) to conduct its business in the manner presently conducted and as described in the Listing Document, to execute and deliver each of this Agreement and to implement and consummate the Introduction on the terms set forth in the Listing Document.
2.3 Each member of the Group (other than the Company) has been duly incorporated, registered or organised and is validly existing as a legal person in good standing under the Applicable Laws of the jurisdiction of its incorporation, registration or organisation, with full right, power and authority (corporate and other) to conduct its business in the manner presently conducted and as described in the Listing Document. Each member of the Group (other than the Company) is duly qualified to transact business and is in good standing. The memorandum and articles of association or other constitutive documents and the business licence of each member of the Group (other than the Company) comply with the requirements of the Applicable Laws of the jurisdiction of its incorporation, registration or organisation, and are in full force and effect. All Approvals applicable to or necessary for the establishment of each member of the Group, any of its constitutive documents or its registered or share capital have been duly obtained or made, and all Approvals are unconditional and in full force and effect. Except as set out in the Listing Document, each...
The Company and the Group. 2.1. The Company has the authorised and issued share capital as set forth in each of the U.S. Registration Statement, the Disclosure Package and the Final International Prospectus and all of the issued shares of the Company have been duly authorized and validly issued and are fully paid and non-assessable and conform to the description thereof contained in or incorporated by reference into each of the U.S. Registration Statement, the Disclosure Package and the Final International Prospectus; and except for USD13,500,000 of the registered capital of BeiGene (Beijing) Co., Ltd., RMB59,755,385 of the registered capital of BeiGene Biologics Co., Ltd. and RMB450,000,000 of the registered capital of BeiGene Guangzhou Biologics Manufacturing Co., Ltd. which will be required to be paid in accordance with the time limits as set forth in their respective articles of association, all of the issued share capital of each of the other members of the Group has been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any Encumbrance; except as described in each of the Disclosure Package and the Final International Prospectus (including securities issued pursuant to an equity incentive plan described in the Disclosure Package and the Final International Prospectus), there are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company, or obligations of the Company to issue, Shares, or any other class of share capital of the Company; the Shares, when issued and delivered against payment therefor, may be freely deposited by the Company with the HKSCC; the Shares, when issued and delivered against payment therefor, will be freely transferable by the Company to or for the account of the several Underwriters and the initial purchasers thereof; and there are no restrictions on subsequent transfers of the Shares under the laws of the PRC, Hong Kong, Cayman Islands or United States, except as described in the Disclosure Package and the Final International Prospectus.
2.2. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final International Prospectus, and has been duly ...
The Company and the Group. As of the date of this Agreement, the Company has the authorized and issued share capital as set forth in the section of each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, and all of the issued shares of the Company (A) have been duly authorized and validly issued and are fully paid and non-assessable, (B) have been issued in compliance with all applicable Laws, (C) were not issued in violation of any preemptive right, resale right, right of first refusal or similar right, (D) are owned by the existing shareholders and in the amounts specified in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, (E) conform to their description contained in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, and (E) except as disclosed in the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, are not subject to any Encumbrance or adverse claims.
The Company and the Group. The Company is a company incorporated in Bermuda with limited liability, and its shares are listed on the Main Board of the Stock Exchange. The Group is principally engaged in surface mount technology (SMT) equipment manufacturing and securities investment and is also actively developing an energy storage business and bird detection radar business.
The Company and the Group. The Company is an investment holding company incorporated in the Cayman Islands with limited liability. The Group is principally engaged in the development and operations of the electronic trading platform, “Changyou”, which aims to integrate the digital membership points, resources and strategic advantages of business partners in the Changyou digital point business ecosystem alliance. The digital membership points from various partnership entities and industries are interchangeable and redeemable globally as virtual assets and credit on the “Changyou” platform and can be purchased, earned and used by customers for the purpose and consumption of merchandise, games and entertainment, financial services and other commercial transactions. PCL is an investment holding company incorporated in the Cayman Islands with limited liability. As at the date of this announcement, PCL’s entire issued share capital is owned as to 47.24% by Pointsea Holdings, 15.75% by Joy Empire, 15.75% by Extra Step, 15.75% by Eastern E-Commerce. 2.76% by Xxxxxxxx Xxxxx and 2.76% by Senran Investment.
