United States aspects. 14.1 when the International Offer Shares are issued and delivered pursuant to the International Underwriting Agreement, the International Offer Shares will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities which are listed on a national securities exchange registered under Section 6 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) or quoted in a U.S. automated inter-dealer quotation system;
14.2 the Company is a “foreign private issuer” as such term is defined in Rule 405 under the Securities Act;
14.3 there is no “substantial U.S. market interest”, as such term is defined in Regulation S under the Securities Act, in the Offer Shares or securities of the Company of the same class as the Offer Shares;
14.4 none of the Company, its Affiliates and any person acting on its or their behalf (A) has made or will make offers or sales of any security, or solicited or will solicit offers to buy, or otherwise negotiated or will negotiate in respect of, any security, under circumstances that would require registration of the Offer Shares under the Securities Act, or (B) has offered or sold or will offer or sell the Offer Shares by means of (i) any “general solicitation” or “general advertising” within the meaning of Rule 502(c) under the Securities Act or any other conduct involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) any “directed selling efforts” within the meaning of Rule 902(c) under the Securities Act;
14.5 none of the Company, its Affiliates and any person acting on its or their behalf has paid or agreed to pay to any person any compensation for soliciting another to purchase any securities of the Company (except as contemplated in this Agreement and the International Underwriting Agreement);
14.6 other than as contemplated under the Global Offering and except as otherwise disclosed in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus under the section headed “History, Reorganization and Corporate Structure”, within the preceding six months, neither the Company nor its Affiliates nor any other person acting on its or their behalf has offered or sold to any person any Shares or any securities of the same or a similar class as the Shares; and the Company will take reasonable precautions designed to ensure that any offer or sale by the Company, direct or indirect, in the United States of any Shares or...
United States aspects. 24.1. The U.S. Registration Statement, Pricing International Prospectus, Final International Prospectus, any Issuer Free Writing Prospectus and Form 8-A Registration Statement (as defined below), and the filing of the U.S. Registration Statement, Pricing International Prospectus, Final International Prospectus, any Issuer Free Writing Prospectus and Form 8-A Registration Statement with the Commission have been or will be duly authorized by and on behalf of the Company, and the U.S. Registration Statement and Form 8-A Registration Statement have been or will be duly executed pursuant to such authorization by and on behalf of the Company.
24.2. The U.S. Registration Statement in respect of the Shares has been filed with the Commission not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company.
24.3. No order preventing or suspending the use of any Preliminary International Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary International Prospectus, at the time of filing thereof, and each broadly available roadshow, if any, when considered together with the Pricing International Prospectus, conformed in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information.
24.4. The offer and sale of the Offer Shares are being registered under the Securities Act pursuant to the U.S. Registration Statement.
24.5. A registration statement on Form 8-A (File No. 001-37686) in respect of the registration of the Shares ...
United States aspects. 25.1. The Registration Statement and the Prospectus, and the filing of the Registration Statement and the Prospectus with the SEC have been or will be duly authorized by and on behalf of the Company, and the Registration Statement have been or will be duly executed pursuant to such authorization by and on behalf of the Company.
25.2. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceeding for that purpose or pursuant to section 8A of the Securities Act has been initiated or threatened by the SEC.
25.3. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.
25.4. Based upon the current and anticipated value of the Company’s assets and the composition of its income and assets, including goodwill and other unbooked intangibles, the Company does not believe it was a passive foreign investment company (“PFIC”) as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended, for its taxable year ended December 31, 2022.
25.5. The Company is not and, after the Introduction will not be, an “investment company,” as such term is defined in the U.S. Investment Company Act of 1940, as amended
25.6. At the time of filing the Registration Statement the Company was not and, as of the date of this Agreement, is not an “ineligible issuer,” as such term is defined under Rule 405 under the Securities Act.
25.7. The Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to use the Registration Statement as an automatic shelf registration statement and the Company has not received notice that the SEC objects to the use of the Registration Statement as an automatic shelf registration statement.
25.8. There are no affiliations or associations between any member of the FINRA and the Company; there are no affiliations or associations between (A) any underwriter and (B) any of the Company’s officers, directors or, to the best of the Company’s knowledge, 10% or greater security holders or any beneficial owner of the Company’s unregistered equity securities that were acquired at any time on or after the 180th day immediately preceding the date when the Registration Statement is initially filed with the SEC.
25.9. The Company has taken all necessary actions to ensure that it is in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgat...
United States aspects. 26.1. None of the Company and its “affiliates” (within the meaning of Rule 501(b) under the Securities Act) nor any person acting on behalf of any of them (other than the International Underwriters and the Hong Kong Underwriters, or any of their respective affiliates or any person acting on its or their behalf, as to whom the Company makes no representation, warranty or undertaking) (A) has made or will make offers or sales of any security, or solicited or will solicit offers to buy, or otherwise negotiated or will negotiate in respect of, any security, under circumstances that would require registration of the Offer Shares under the Securities Act, or
United States aspects. 29.1 The Company is a “foreign issuer” (as defined in Regulation S).
29.2 The Company is a "foreign private issuer" as defined in Rule 405 under the Securities Act.
29.3 Solely to the extent that the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated by the SEC and the New York Stock Exchange thereunder (the "Xxxxxxxx-Xxxxx Act") have been and are applicable to the Company, there is and has been no failure on the part of the Company to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act.
United States aspects. 33.1 Neither the Company nor any of its “affiliates” (within the meaning of Rule 501(b) under the Securities Act) nor any person acting on behalf of any of them (save for the Appointees and persons acting on their behalf, as to which no representation is made) (A) has made or will make, directly or indirectly, offers or sales of any security, or solicited or will solicit offers to buy, or otherwise negotiated or will negotiate in respect of, any security, under circumstances that would require registration of the Offer Shares under the Securities Act or
United States aspects. 25.1 None of the Company and its “affiliates” (within the meaning of Rule 501(b) under the Securities Act) nor any person acting on behalf of any of them (other than the Joint Sponsors and their respective affiliates) has made or will make offers or sales of any security of the Company or solicited or will solicit offers to buy any security of the Company under circumstances that would require registration of the Shares under the Securities Act.
25.2 The CHNR Distribution is undertaken and completed pursuant to and in compliance with the applicable requirements under the United States Securities Exchange Commission Staff Legal Bulletin No. 4.
25.3 It is not necessary in connection with the CHNR Distribution to register the Shares of the Company under the Securities Act.
25.4 In connection with the Listing, the Company will not seek to list the Shares on any securities exchange in the United States or quoted on an U.S. automated inter-dealer quotation system.
United States aspects. 6.1 None of the Controlling Shareholders and their “affiliates” (within the meaning of Rule 501(b) under the Securities Act) nor any person acting on behalf of any of them (other than the Joint Sponsors and their respective affiliates) has made or will make offers or sales of any security of the Company, or solicited or will solicit offers to buy any security of the Company, under circumstances that would require registration of the Shares under the Securities Act. The CHNR Distribution is undertaken and completed pursuant to and in compliance with the applicable requirements under the United States Securities Exchange Commission Staff Legal Bulletin No. 4.
