Common use of THE GLOBAL OFFERING Clause in Contracts

THE GLOBAL OFFERING. 3.1 The details of the registered and issued share capital of the Company and the Subsidiaries set out in the Prospectus are and will be as of their respective dates true and accurate in all material respects. 3.2 Immediately prior to the Global Offering, all of the issued share capital of the Company (i) has been duly authorised; (ii) is validly issued and fully paid; (iii) was not issued in violation of any pre-emptive right, right of first refusal or similar rights; and (iv) is beneficially owned by the Controlling Shareholders as described in the Prospectus, free and clear of any lien, charge, restriction upon voting or transfer or any other encumbrance or third party rights of any kind. 3.3 There are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company, or subscribe for, or obligations of the Company to issue or sell, or pre-emptive or other rights to subscribe or acquire, shares or securities in any Group Company. 3.4 The Offer Shares conform to the description thereof contained in the Prospectus, and such description in the Prospectus as of their respective dates, are true and correct in all respects. 3.5 The Offer Shares will, when allotted and issued, be properly allotted and issued, in each case in accordance with the terms and conditions of the Global Offering as set out in the Prospectus and the Articles of Association and will conform to all statements relating thereto in the Prospectus. 3.6 All of the Offer Shares will, when allotted and issued: 3.6.1 be duly and validly authorised and issued and will be fully paid up; 3.6.2 have attached to them the rights and benefits specified in the Articles of Association and as described in the Prospectus and in particular, will rank pari passu in all respects with the issued and outstanding Shares (save as otherwise described in the Articles of Association as at the date of this Agreement or pursuant to any applicable requirements under the applicable Laws); 3.6.3 not be subject to any pre-emptive or other similar rights in relation to the transfer thereof; 3.6.4 be free from any Encumbrances whatsoever; and 3.6.5 be evidenced by share certificates which will be in a form which complies with all applicable Laws and requirements of the Stock Exchange and which certificates will constitute good evidence of title in respect of the Offer Shares. 3.7 The Company has obtained an approval in principle for the listing of, and permission to deal in, the Shares in issue or to be issued, as described in the Prospectus, on the Stock Exchange. 3.8 The performance by each of the Warrantors of its respective obligations under the Global Offering including the issue of the Offer Shares, the issue, publication, distribution or making available of the Prospectus, and the listing of the Shares on the Stock Exchange have been duly authorised and do not and will not: 3.8.1 result in a violation or breach of any provision of the Articles of Association; or the constitutive documents of any of the Warrantors which are corporations; or 3.8.2 result in a breach of, or constitute a default under, any indenture, mortgage, charge, trust, lease, agreement or other instrument to which any of the Warrantors is a party or by which any of the Warrantors or any of their respective assets is bound which will result in a Material Adverse Effect; or 3.8.3 result in a breach of any Laws applicable to any of the Warrantors or any of their respective assets; or 3.8.4 require any Approval from any Governmental Authority or, in the case of the Company or each of the other Warrantors that is a corporation, the sanction or consent of its shareholders; or 3.8.5 result in the creation or imposition of any Encumbrance or other restriction upon any assets of any of the Warrantors. 3.9 All Approvals required for the performance by the Company of its obligations under the Global Offering including the issue of the Offer Shares for subscription, and the publication, distribution or making available of each of the Prospectus have been or will (prior to the Prospectus Date or, in the case of the approval from the Stock Exchange for the listing of and permission to deal in the Shares to be issued as described in the Prospectus, prior to the Listing Date) be irrevocably and unconditionally obtained and are or will, when obtained, be in full force and effect. 3.10 To the best knowledge of the Warrantors, no holder of any of the Offer Shares is or will be subject to any liability in respect of any liability of the Company by virtue only of his holding of any such Hong Kong Offer Shares, except to the extent disclosed in the Prospectus (if any), there are no limitations under the Laws of Hong Kong or Cayman Islands on the rights of holders of the Hong Kong Offer Shares to hold, vote or transfer their Shares. 3.11 All dividends and other distributions declared and payable on the Shares may under the current Laws of Cayman Islands be paid to the holders of Shares in Hong Kong dollars, and may be converted into foreign currency that may be freely transferred out of Cayman Islands and all such dividends and other distributions will not be subject to withholding or other taxes under the Laws and regulations of Cayman Islands and are otherwise free and clear of any other tax, withholding or deduction in Cayman Islands and may be so paid without the necessity of obtaining any Approval from any Governmental Authority. 3.12 Save as pursuant to the Underwriting Documents, none of the Company and other members of the Group and their respective directors, officers, employees, agents, affiliates or controlling person, or any person acting on behalf of any of them has taken or will take or caused or authorised or will cause or authorise any other person to take, directly or indirectly, any stabilising action or any action designed to or which constitutes or which cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation or manipulation, in violation of applicable Laws, of the price of any security of the Company, provided that the granting of the Over-allotment Option shall not constitute a breach of this paragraph. 3.13 None of the Company and other members of the Group and their respective directors, officers employees, agents, affiliates or controlling person, or any person acting on behalf of any of them, has, at any time prior to the date of this Agreement, done or engaged in, or will, until the Sole Overall Coordinator has notified the Company of the completion of the distribution of the International Offer Shares, do or engage in, directly or indirectly, any act or course of conduct (A) which creates a false or misleading impression as to the market in or the value of the Shares an any associate securities, (B) the purpose of which is to create actual, or apparent, active trading in or to raise the price of the Shares; or (C) which constitutes non-compliance with the rules, regulations and requirements of the Stock Exchange, the SFC, CSRC or any other Governmental Authority including those in relation to bookbuilding and placing activities. 3.14 The application of the net proceeds from the Global Offering, as set forth in and contemplated by the Prospectus, will not (i) contravene any provision of applicable Laws or the constitutive documents of the Company or any Group Company; or (ii) contravene the terms or provisions of, or constitute a default under, any indenture, mortgage, charge, deed of trust, loan agreement, note, lease or other agreement or instrument binding upon the Company or any Group Company that, individually or in the aggregate, is material to the Group; or (iii) contravene any judgment, order or decree of any Governmental Authority having jurisdiction over the Company or any Group Company. 3.15 Except as disclosed in the Prospectus and save as pursuant to the Underwriting Documents, all taxes, duties, levies, fees or other charges or expenses which may be payable in Hong Kong in connection with the creation, allotment and issue of the Offer Shares, the Global Offering or the execution and delivery of, or the performance of the provisions under this Agreement have been paid. 3.16 Except as disclosed in the Prospectus and save as pursuant to the Underwriting Documents, there are no contracts, agreements or understandings between the Company or any person that would give rise to a valid claim against any Underwriters for a brokerage commission, finder’s fee or other like payment in connection with the Global Offering. 3.17 Neither the Company, any of the members of the Group, the Controlling Shareholder, nor any of their respective directors has, directly or indirectly, provided or offered (nor will, directly or indirectly, provide or offer) any rebates or preferential treatment to any investor in connection with the Global Offering or the consummation of the transactions contemplated hereunder or under the Offer Documents. No member of the Group nor any director, officer, agent, employee or affiliate of any member of the Group is aware of any arrangement which would result in an investor paying directly or indirectly, for the Offer Shares allocated, less than the total consideration as disclosed in the Offer Documents.

THE GLOBAL OFFERING. 3.1 The details of the registered authorised and issued share capital of the Company and the Subsidiaries set out in the Prospectus are and will be as of their respective dates dates, true and accurate in all material respects. 3.2 Immediately prior to the Global Offering, all All of the issued share capital of the Company (i) has been duly authorised; (ii) is validly issued and fully paid; (iii) was not issued in violation of any pre-emptive right, right of first refusal or similar rights; and (iv) is the Warranting Shareholder beneficially owned by owns certain of the Controlling Shareholders issued share capital of the Company as described in the Prospectus, and such Shares are free and clear of any lien, charge, restriction upon voting or transfer or any other encumbrance or third party rights of any kindEncumbrance. 3.3 There are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company, or subscribe for, or obligations of the Company to issue or sell, or pre-emptive or other rights to subscribe or acquire, shares or securities in any Group Company, except as disclosed in the Prospectus. 3.4 The Offer Shares conform to the description thereof contained in the Prospectus, Prospectus and such description in the Prospectus is as of their respective dates, are true and correct in all respects. 3.5 The Offer Shares will, when allotted and issued, issued be properly allotted and issued, in each case in accordance with the terms and conditions of the Global Offering as set out in the Prospectus Hong Kong Public Offering Documents and the Articles of Association and will conform to all statements relating thereto in the ProspectusHong Kong Public Offering Documents. 3.6 All of the Offer Shares will, when allotted and issued: 3.6.1 be duly and validly authorised and issued and will be fully paid up; 3.6.2 have attached to them the rights and benefits specified in the Articles of Association and as described in the Prospectus and in particular, will rank pari passu in all respects with the issued and outstanding Shares (save as otherwise described in the Articles of Association as at the date of this Agreement or pursuant to any applicable requirements under the applicable Laws); 3.6.3 not be subject to any pre-emptive or other similar rights in relation to the transfer thereof; 3.6.4 be free from any Encumbrances whatsoever; and 3.6.5 be evidenced by share certificates which will be in a form which complies with all applicable Laws and requirements of the Stock Exchange and which certificates will constitute good evidence of title in respect of the Offer Shares. 3.7 The Company has obtained an approval in principle for the listing of, and the permission to deal in, the Shares in issue or to be issued, as described in the Prospectus, on the Stock Exchange. 3.8 The performance by each of the Warrantors of its respective obligations under the Global Offering including the issue of the Offer Shares, the issue, publication, distribution or making available of the Prospectus, Hong Kong Public Offering Documents; and the listing of the Shares on the Stock Exchange have been duly authorised and do not and will not: 3.8.1 result in a violation or breach of any provision of the Articles of Association; or the constitutive documents of any of the Warrantors which are corporations; or 3.8.2 result in a material breach of, or constitute a material default under, any indenture, mortgage, charge, trust, lease, agreement or other instrument to which any of the Warrantors is a party or by which any of the Warrantors or any of their respective assets is bound which will result in a Material Adverse Effectbound; or 3.8.3 result in a material breach of any Laws applicable to any of the Warrantors or any of their respective assets; or 3.8.4 other than the approval to be granted by the Stock Exchange for the listing of, and the permission to deal in, the Shares to be issued and such other Approval as disclosed in the Prospectus, require any Approval from any Governmental Authority or, in that has not been obtained as at the case date of the Company or each of the other Warrantors that is a corporation, the sanction or consent of its shareholdersthis Agreement; or 3.8.5 result in the creation or imposition of any material Encumbrance or other restriction upon any assets of any of the Warrantors. 3.9 All Approvals required for the performance by the Company of its obligations under the Global Offering including the issue of the Offer Shares for subscription, subscription and the publication, distribution or making available of each of the Prospectus Hong Kong Public Offering Documents have been or will (prior to the Prospectus Date or, in the case of the approval from the Stock Exchange for the listing of and permission to deal in the Shares to be issued as described in the Prospectus, prior to the Listing Date) be irrevocably and unconditionally obtained and are or will, when obtained, be in full force and effect. 3.10 To the best knowledge of the Warrantors, no No holder of any of the Offer Shares is or will be subject to any liability in respect of any liability of the Company by virtue only of his holding of any such Hong Kong Offer Shares, except to the extent disclosed in the Prospectus (if any)Prospectus, there are no limitations under the applicable Laws of Hong Kong or the Cayman Islands on the rights of holders of the Hong Kong Offer Shares to hold, vote or transfer their Shares. 3.11 All dividends and other distributions declared and payable on the Shares may under the current Laws of the Cayman Islands be paid to the holders of Shares in Hong Kong dollars, and may be converted into foreign currency that may be freely transferred out of the Cayman Islands and all such dividends and other distributions will not be subject to withholding or other taxes under the Laws and regulations of the Cayman Islands and are otherwise free and clear of any other tax, withholding or deduction in the Cayman Islands and may be so paid without the necessity of obtaining any Approval from any Governmental AuthorityAuthority in the Cayman Islands. 3.12 Save as pursuant to the Underwriting Documents, none None of the Company and other members Warrantors nor any of the Group and their respective directorsaffiliates, officersagents and (where applicable) subsidiaries, employees, agents, affiliates or controlling person, or nor any person acting on behalf of any of them its or their behalf, has taken or will take or caused or authorised or will cause or authorise any other person to take, directly or indirectly, any stabilising action or any action designed to or which constitutes or which cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation or manipulation, in violation of applicable Laws, of the price of any security of the Company, provided that the granting of the Over-allotment Option shall not constitute a breach of this paragraph. 3.13 None of the Company and other members of the Group and their respective directors, officers employees, agents, affiliates or controlling person, or any person acting on behalf of any of them, has, at any time prior to the date of this Agreement, done or engaged in, or will, until the Sole Overall Coordinator has notified the Company of the completion of the distribution of the International Offer Shares, do or engage in, directly or indirectly, any act or course of conduct (A) which creates a false or misleading impression as to the market in or the value of the Shares an any associate securities, (B) the purpose of which is to create actual, or apparent, active trading in or to raise the price of the Shares; or (C) which constitutes non-compliance with the rules, regulations and requirements of the Stock Exchange, the SFC, CSRC or any other Governmental Authority including those in relation to bookbuilding and placing activities. 3.14 The application of the net proceeds to the Company from the Global Offering, as set forth in and contemplated by the Prospectus, will not (i) contravene any provision of applicable Laws or the constitutive documents of the Company or any Group Company; or (ii) contravene the terms or provisions of, or constitute a default under, any indenture, mortgage, charge, deed of trust, loan agreement, note, lease or other agreement or instrument binding upon the Company or any Group Company that, individually or in the aggregate, is material to the Group; or (iii) contravene any judgment, order or decree of any Governmental Authority having jurisdiction over the Company or any Group Company; or (iv) result in the imposition of any Encumbrance on any asset or property of the Company or any Group Company. 3.15 3.14 Except as disclosed in the Prospectus and save as pursuant to the Underwriting DocumentsProspectus, all taxes, duties, levies, fees or other charges or expenses which may be payable in Hong Kong in connection with the creation, allotment and issue of the Offer Shares, the Global Offering or the execution and delivery of, or the performance of the provisions under under, this Agreement and the International Underwriting Agreement, have been paid. 3.16 3.15 Except as disclosed in the Prospectus and save as pursuant to the Underwriting DocumentsProspectus, there are no contracts, agreements or understandings between the Company or any person that would give rise to a valid claim against any Underwriters for a brokerage commission, finder’s fee or other like payment in connection with the Global Offering. 3.17 Neither the Company, any of the members of the Group, the Controlling Shareholder, nor any of their respective directors has, directly or indirectly, provided or offered (nor will, directly or indirectly, provide or offer) any rebates or preferential treatment to any investor in connection with the Global Offering or the consummation of the transactions contemplated hereunder or under the Offer Documents. No member of the Group nor any director, officer, agent, employee or affiliate of any member of the Group is aware of any arrangement which would result in an investor paying directly or indirectly, for the Offer Shares allocated, less than the total consideration as disclosed in the Offer Documents.

THE GLOBAL OFFERING. 3.1 The details of the registered and issued share capital of the Company and the Subsidiaries set out in the Prospectus are and will be as of their respective dates true and accurate in all material respects. 3.2 Immediately prior to the Global Offering, all of the issued share capital of the Company (i) has been duly authorised; (ii) is validly issued and fully paid; (iii) was not issued in violation of any pre-emptive right, right of first refusal or similar rights; and (iv) is beneficially owned by the Controlling Shareholders as described in the Prospectus, and PHIP, free and clear of any lien, charge, restriction upon voting or transfer or any other encumbrance or third party rights of any kind. 3.3 There Save for Shares that may be issued under the Share Scheme, there are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company, or subscribe for, or obligations of the Company to issue or sell, or pre-emptive or other rights to subscribe or acquire, shares or securities in any Group Company. 3.4 The Offer Shares conform to the description thereof contained in the Prospectus, and such description in the Prospectus as of their respective dates, are true and correct in all respects. 3.5 The Offer Shares will, when allotted and issued, be properly allotted and issued, in each case in accordance with the terms and conditions of the Global Offering as set out in the Prospectus Hong Kong Public Offering Documents and the Articles of Association and will conform to all statements relating thereto in the ProspectusHong Kong Public Offering Documents. 3.6 All of the Offer Shares will, when allotted and issued: 3.6.1 be duly and validly authorised and issued and will be fully paid up; 3.6.2 have attached to them the rights and benefits specified in the Articles of Association and as described in the Prospectus and in particular, will rank pari passu in all respects with the issued and outstanding Shares (save as otherwise described in the Articles of Association as at the date of this Agreement or pursuant to any applicable requirements under the applicable Laws); 3.6.3 not be subject to any pre-emptive or other similar rights in relation to the transfer thereof; 3.6.4 be free from any Encumbrances whatsoever; and 3.6.5 be evidenced by share certificates which will be in a form which complies with all applicable Laws and requirements of the Stock Exchange and which certificates will constitute good evidence of title in respect of the Offer Shares. 3.7 The Company has obtained an approval in principle for the listing of, and permission to deal in, the Shares in issue or to be issued, as described in the ProspectusProspectus and as had been described in the PHIP, on the Stock Exchange. 3.8 The performance by each of the Warrantors of its respective obligations under the Global Offering including the issue of the Offer Shares, the issue, publication, distribution or making available of the ProspectusHong Kong Public Offering Documents, and the listing of the Shares on the Stock Exchange have been duly authorised and do not and will not: 3.8.1 result in a violation or breach of any provision of the Articles of Association; or the constitutive documents of any of the Warrantors which are corporations; or 3.8.2 result in a breach of, or constitute a default under, any indenture, mortgage, charge, trust, lease, agreement or other instrument to which any of the Warrantors is a party or by which any of the Warrantors or any of their respective assets is bound which will result in a Material Adverse Effect; or 3.8.3 result in a breach of any Laws applicable to any of the Warrantors or any of their respective assets; or 3.8.4 require any Approval from any Governmental Authority or, in the case of the Company or each of the other Warrantors that is a corporation, the sanction or consent of its shareholders; or 3.8.5 result in the creation or imposition of any Encumbrance or other restriction upon any assets of any of the Warrantors. 3.9 All Approvals required for the performance by the Company of its obligations under the Global Offering including the issue of the Offer Shares for subscription, and the publication, distribution or making available of each of the Prospectus Hong Kong Public Offering Documents have been or will (prior to the Prospectus Date or, in the case of the approval from the Stock Exchange for the listing of and permission to deal in the Shares to be issued as described in the Prospectus, prior to the Listing Date) be irrevocably and unconditionally obtained and are or will, when obtained, be in full force and effect. 3.10 To the best knowledge of the Warrantors, no No holder of any of the Offer Shares is or will be subject to any liability in respect of any liability of the Company by virtue only of his holding of any such Hong Kong Offer Shares, except to the extent disclosed in the Prospectus (if any), there are no limitations under the Laws of Hong Kong or Cayman Islands on the rights of holders of the Hong Kong Offer Shares to hold, vote or transfer their Shares. 3.11 All dividends and other distributions declared and payable on the Shares may under the current Laws of Cayman Islands be paid to the holders of Shares in Hong Kong dollars, and may be converted into foreign currency that may be freely transferred out of Cayman Islands and all such dividends and other distributions will not be subject to withholding or other taxes under the Laws and regulations of Cayman Islands and are otherwise free and clear of any other tax, withholding or deduction in Cayman Islands and may be so paid without the necessity of obtaining any Approval from any Governmental Authority. 3.12 Save as pursuant to the Underwriting Documents, none of the Company and other members of the Group and their respective directors, officers, employees, agents, affiliates or controlling person, or any person acting on behalf of any of them has taken or will take or caused or authorised or will cause or authorise any other person to take, directly or indirectly, any stabilising action or any action designed to or which constitutes or which cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation or manipulation, in violation of applicable Laws, of the price of any security of the Company, provided that the granting of the Over-allotment Option shall not constitute a breach of this paragraph. 3.13 None of the Company and other members of the Group and their respective directors, officers employees, agents, affiliates or controlling person, or any person acting on behalf of any of them, has, at any time prior to the date of this Agreement, done or engaged in, or will, until the Sole Overall Coordinator Coordinators has notified the Company of the completion of the distribution of the International Offer Placing Shares, do or engage in, directly or indirectly, any act or course of conduct (A) which creates a false or misleading impression as to the market in or the value of the Shares an any associate securities, (B) the purpose of which is to create actual, or apparent, active trading in or to raise the price of the Shares; or (C) which constitutes non-compliance with the rules, regulations and requirements of the Stock Exchange, the SFC, CSRC SFC or any other Governmental Authority including those in relation to bookbuilding and placing activities. 3.14 The application of the net proceeds from the Global Offering, as set forth in and contemplated by the Prospectus, will not (i) contravene any provision of applicable Laws or the constitutive documents of the Company or any Group Company; or (ii) contravene the terms or provisions of, or constitute a default under, any indenture, mortgage, charge, deed of trust, loan agreement, note, lease or other agreement or instrument binding upon the Company or any Group Company that, individually or in the aggregate, is material to the Group; or (iii) contravene any judgment, order or decree of any Governmental Authority having jurisdiction over the Company or any Group Company. 3.15 Except as disclosed in the Prospectus and save as pursuant to the Underwriting Documents, all taxes, duties, levies, fees or other charges or expenses which may be payable in Hong Kong in connection with the creation, allotment and issue of the Offer Shares, the Global Offering or the execution and delivery of, or the performance of the provisions under this Agreement have been paid. 3.16 Except as disclosed in the Prospectus and save as pursuant to the Underwriting Documents, there are no contracts, agreements or understandings between the Company or any person that would give rise to a valid claim against any Underwriters for a brokerage commission, finder’s fee or other like payment in connection with the Global Offering. 3.17 Neither the Company, any of the members of the Group, the Controlling Shareholder, nor any of their respective directors has, directly or indirectly, provided or offered (nor will, directly or indirectly, provide or offer) any rebates or preferential treatment to any investor in connection with the Global Offering or the consummation of the transactions contemplated hereunder or under the Offer Documents. No member of the Group nor any director, officer, agent, employee or affiliate of any member of the Group is aware of any arrangement which would result in an investor paying directly or indirectly, for the Offer Shares allocated, less than the total consideration as disclosed in the Offer Documents.

THE GLOBAL OFFERING. 3.1 The details of the registered authorised and issued share capital of the Company and the Subsidiaries set out in the Prospectus and Offering Circular are and will be as of their respective dates dates, true and accurate in all material respects. 3.2 Immediately prior to the Global Offering, all All of the issued share capital of the Company (i) has been duly authorised; (ii) is validly issued and fully paid; (iii) was not issued in violation of any pre-emptive right, right of first refusal or similar rights; and (iv) is the Warranting Shareholder beneficially owned by owns certain of the Controlling Shareholders issued share capital of the Company as described in the ProspectusProspectus and Offering Circular, and such Shares are free and clear of any lien, charge, restriction upon voting or transfer or any other encumbrance or third party rights of any kindEncumbrance. 3.3 There are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company, or subscribe for, or obligations of the Company to issue or sell, or pre-emptive or other rights to subscribe or acquire, shares or securities in any Group Company, except as disclosed in the Prospectus and Offering Circular. 3.4 The Offer Shares conform to the description thereof contained in the ProspectusProspectus and Offering Circular, and such description in the Prospectus and Offering Circular is as of their respective dates, are true and correct in all respects. 3.5 The Offer Shares will, when allotted and issued, be properly allotted and issued, in each case in accordance with the terms and conditions of the Global Offering as set out in the Prospectus Hong Kong Public Offering Documents and the Articles of Association and will conform to all statements relating thereto in the ProspectusHong Kong Public Offering Documents. 3.6 All of the Offer Shares will, when allotted and issued: 3.6.1 be duly and validly authorised and issued and will be fully paid up; 3.6.2 have attached to them the rights and benefits specified in the Articles of Association and as described in the Prospectus and Offering Circular, and in particular, will rank pari passu in all respects with the issued and outstanding Shares (save as otherwise described in the Articles of Association as at the date of this Agreement or pursuant to any applicable requirements under the applicable Laws); 3.6.3 not be subject to any pre-emptive or other similar rights in relation to the transfer thereof; 3.6.4 be free from any Encumbrances whatsoever; and 3.6.5 be evidenced by share certificates which will be in a form which complies with all applicable Laws and requirements of the Stock Exchange and which certificates will constitute good evidence of title in respect of the Offer Shares. 3.7 The Company has obtained an approval in principle for the listing of, and the permission to deal in, the Shares in issue or to be issued, as described in the Prospectus, on the Stock Exchange. 3.8 The performance by each of the Warrantors of its respective obligations under the Global Offering including the issue of the Offer Shares, the issue, publication, distribution or making available of the Prospectus, International Offering Documents; and the listing of the Shares on the Stock Exchange have been duly authorised and do not and will not: 3.8.1 result in a violation or breach of any provision of the Articles of Association; Association or the constitutive documents of any of the Warrantors which are corporations; or 3.8.2 result in a material breach of, or constitute a material default under, any indenture, mortgage, charge, trust, lease, agreement or other instrument to which any of the Warrantors is a party or by which any of the Warrantors or any of their respective assets is bound which will result in a Material Adverse Effectbound; or 3.8.3 result in a material breach of any Laws applicable to any of the Warrantors or any of their respective assets; or 3.8.4 other than the approval to be granted by the Stock Exchange for the listing of, and the permission to deal in, the Shares to be issued and such other Approval as disclosed in the Prospectus, require any Approval from any Governmental Authority or, in that has not been obtained as at the case date of the Company or each of the other Warrantors that is a corporation, the sanction or consent of its shareholdersthis Agreement; or 3.8.5 result in the creation or imposition of any material Encumbrance or other restriction upon any assets of any of the Warrantors. 3.9 All Approvals required for the performance by the Company of its obligations under the Global Offering including the issue of the Offer Shares for subscription, subscription and the publication, distribution or making available of each of the Prospectus International Offering Documents have been or will (prior to the Prospectus Date or, in the case of the approval from the Stock Exchange for the listing of and permission to deal in the Shares to be issued as described in the Prospectus, prior to the Listing Date) be irrevocably and unconditionally obtained and are or will, when obtained, be in full force and effect. 3.10 To the best knowledge of the Warrantors, no No holder of any of the Offer Shares is or will be subject to any liability in respect of any liability of the Company by virtue only of his holding of any such Hong Kong Offer Shares, except to the extent disclosed in the Prospectus (if any)and Offering Circular, there are no limitations under the Laws of Hong Kong or the Cayman Islands on the rights of holders of the Hong Kong Offer Shares to hold, vote or transfer their Shares. 3.11 All dividends and other distributions declared and payable on the Shares may under the current Laws of the Cayman Islands be paid to the holders of Shares in Hong Kong dollars, and may be converted into foreign currency that may be freely transferred out of the Cayman Islands and all such dividends and other distributions will not be subject to withholding or other taxes under the Laws and regulations of the Cayman Islands and are otherwise free and clear of any other tax, withholding or deduction in the Cayman Islands and may be so paid without the necessity of obtaining any Approval from any Governmental AuthorityAuthority in the Cayman Islands. 3.12 Save as pursuant to the Underwriting Documents, none None of the Company and other members Warrantors nor any of the Group and their respective directorsaffiliates, officersagents and (where applicable) subsidiaries, employees, agents, affiliates or controlling person, or nor any person acting on behalf of any of them its or their behalf, has taken or will take or caused or authorised or will cause or authorise any other person to take, directly or indirectly, any stabilising action or any action designed to or which constitutes or which cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation or manipulation, in violation of applicable Laws, of the price of any security of the Company, provided that the granting of the Over-allotment Option shall not constitute a breach of this paragraph. 3.13 None of the Company and other members of the Group and their respective directors, officers employees, agents, affiliates or controlling person, or any person acting on behalf of any of them, has, at any time prior to the date of this Agreement, done or engaged in, or will, until the Sole Overall Coordinator has notified the Company of the completion of the distribution of the International Offer Shares, do or engage in, directly or indirectly, any act or course of conduct (A) which creates a false or misleading impression as to the market in or the value of the Shares an any associate securities, (B) the purpose of which is to create actual, or apparent, active trading in or to raise the price of the Shares; or (C) which constitutes non-compliance with the rules, regulations and requirements of the Stock Exchange, the SFC, CSRC or any other Governmental Authority including those in relation to bookbuilding and placing activities. 3.14 The application of the net proceeds to the Company from the Global Offering, as set forth in and contemplated by the ProspectusProspectus and Offering Circular, will not (i) contravene any provision of applicable Laws or the constitutive documents of the Company or any Group Company; , or (ii) contravene the terms or provisions of, or constitute a default under, any indenture, mortgage, charge, deed of trust, loan agreement, note, lease or other agreement or instrument binding upon the Company or any Group Company that, individually or in the aggregate, is material to the Group; or (iii) contravene any judgment, order or decree of any Governmental Authority having jurisdiction over the Company or any Group Company; or (iv) result in the imposition of any Encumbrance on any asset or property of the Company or any Group Company. 3.15 3.14 Except as disclosed in the Prospectus and save as pursuant to the Underwriting DocumentsOffering Circular, all taxes, duties, levies, fees or other charges or expenses which may be payable in Hong Kong in connection with the creation, allotment and issue of the Offer Shares, the Global Offering or the execution and delivery of, or the performance of the provisions under under, this Agreement and the Hong Kong Underwriting Agreement have been paid. 3.16 3.15 Except as disclosed in the Prospectus and save as pursuant to the Underwriting DocumentsOffering Circular, there are no contracts, agreements or understandings between the Company or any person that would give rise to a valid claim against any Underwriters for a brokerage commission, finder’s fee or other like payment in connection with the Global Offering. 3.17 Neither the Company, any of the members of the Group, the Controlling Shareholder, nor any of their respective directors has, directly or indirectly, provided or offered (nor will, directly or indirectly, provide or offer) any rebates or preferential treatment to any investor in connection with the Global Offering or the consummation of the transactions contemplated hereunder or under the Offer Documents. No member of the Group nor any director, officer, agent, employee or affiliate of any member of the Group is aware of any arrangement which would result in an investor paying directly or indirectly, for the Offer Shares allocated, less than the total consideration as disclosed in the Offer Documents.