Common use of United States aspects Clause in Contracts

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 (other than the Hong Kong Underwriter and the International Underwriter, as to whom the Company makes no representation) (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, Development 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 H Shares or any securities of the same or a similar class as the H 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 H Shares or any substantially similar securities issued by the Company, within six months subsequent to the date on which the distribution of the Offer Shares has been completed (as notified to the Company by the Sole Global Coordinator), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Offer Shares in 14.7. neither the Company nor any Subsidiary has entered into any contractual arrangement relating to the offer, sale, distribution or delivery of any H Shares other than this Agreement, the International Underwriting Agreement and the Operative Documents; 14.8. the Company is not, after giving effect to the offering and sale of the Offer Shares and the application of the proceeds thereof as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, will not be, an “investment company” or an entity “controlled” by an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended; 14.9. the Company was not a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297(a) of the U.S. Internal Revenue Code of 1986, as amended, for its most recent taxable year, and the Company does not expect to become a PFIC for the current taxable year or in the foreseeable future; 14.10. at any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder or not in compliance with the information furnishing requirements of Rule 12g3-2(b) thereunder, the Company will, for the benefit of holders from time to time of the H Shares, furnish at its expense, upon request, to holders of H Shares and prospective purchasers of securities information satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. 14.11. prior to the expiration of one year after the Listing Date, the Company will not, and will not permit any of its “affiliates” (within the meaning of Rule 144 under the Securities Act) to, resell any of the Offer Shares which constitute “restricted securities” under Rule 144 under the Securities Act that have been reacquired by any of them.

United States aspects. 14.1. 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. 14.2 the Company is a “foreign private issuer” as such term is defined in Rule 405 under the Securities Act; 14.3. 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. 14.4 none of the Company, its Affiliates and any person acting on its or their behalf (other than the Hong Kong Underwriter and the International Underwriter, as to whom the Company makes no representation) (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. 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. 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, Development 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 H Shares or any securities of the same or a similar class as the H 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 H Shares or any substantially similar securities issued by the Company, within six months subsequent to the date on which the distribution of the Offer Shares has been completed (as notified to the Company by the Sole Global Coordinator), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Offer Shares inin the United States contemplated by the International Underwriting Agreement as transactions exempt from the registration requirements of the Securities Act; 14.7. 14.7 neither the Company nor any Subsidiary has entered into any contractual arrangement relating to the offer, sale, distribution or delivery of any H Shares other than this Agreement, the International Underwriting Agreement and the Operative Documents; 14.8. 14.8 the Company is not, and after giving effect to the offering and sale of the Offer Shares and the application of the proceeds thereof as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, will not be, an “investment company” or an entity “controlled” by an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended; 14.9. 14.9 the Company was not a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297(a) of the U.S. Internal Revenue Code of 1986, as amended, for its most recent taxable year, and the Company does not expect to become a PFIC for the current taxable year or in the foreseeable future; 14.10. 14.10 at any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder or not in compliance with the information furnishing requirements of Rule 12g3-2(b) thereunder, the Company will, for the benefit of holders from time to time of the H Shares, furnish at its expense, upon request, to holders of H Shares and prospective purchasers of securities information satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. 14.11. 14.11 prior to the expiration of one year after the Listing Date, the Company will not, and will not permit any of its “affiliates” (within the meaning of Rule 144 under the Securities Act) to, resell any of the Offer Shares which constitute “restricted securities” under Rule 144 under the Securities Act that have been reacquired by any of them.

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 25.1 None of the same class Warrantors, nor any of its affiliates (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 501(b) of 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 D nor any person acting on its or their behalf (other than the Hong Kong Underwriter and the International Underwriter, as to whom the Company makes no representation) (Ai) has made or will make offers or sales of any security, or has solicited or will solicit offers to buy, or otherwise has negotiated or will negotiate in respect of, any security, under circumstances that would require the registration of the Offer Shares under the US Securities Act, ; or (Bii) has offered or sold engaged or will engage in any form of "general solicitation or general advertising" (within the meaning of Regulation D) in connection with any offer or sell sale of the Offer Shares by means in the United States. 25.2 The Shares are not of the same class (i) any “general solicitation” or “general advertising” within the meaning of Rule 502(c144A) as securities listed on a national securities exchange registered under Section 6 of the US Exchange Act or quoted on a US automated inter-dealer quotation system. 25.3 None of the Warrantors nor any of its affiliates (as defined in Rule 405 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 US Securities Act; 14.5. none of the Company), its Affiliates and nor any person acting on its or their behalf has paid engaged or agreed will engage in any "directed selling efforts" (as defined in Regulation S) with respect to pay the Offer Shares. 25.4 The Company is not an open-end investment company, unit investment trust or face amount certificate company that is or is required to any person any compensation for soliciting another to purchase any securities be registered under Section 8 of the US Investment 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, Development 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 H Shares or any securities of the same or a similar class as the H SharesAct; and the Company will take reasonable precautions designed to ensure that any offer or sale by the Companyis not, direct or indirect, in the United States of any H Shares or any substantially similar securities issued by the Company, within six months subsequent to the date on which the distribution of the Offer Shares has been completed (and as notified to the Company by the Sole Global Coordinator), is made under restrictions and other circumstances reasonably designed not to affect the status a result of the offer and sale of the Offer Shares contemplated herein will not be, an "investment company" under, and as such term is defined in 14.7. neither the Company nor any Subsidiary has entered into any contractual arrangement relating to the offer, sale, distribution or delivery of any H Shares other than this Agreement, the International Underwriting Agreement and the Operative Documents;US Investment Company Act. 14.8. the 25.5 The Company is not, after giving effect and does not intend to become, and as a result of the offering receipt and application of the proceeds of the sale of the Offer Shares and the application of the proceeds thereof as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, contemplated hereby will not bebecome, an “investment company” or an entity “controlled” by an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended; 14.9. the Company was not a “"passive foreign investment company” (“PFIC”) " within the meaning of Section 1297(a) 1297 of the U.S. United States Internal Revenue Code of 1986, as amended. 25.6 The Company is a "foreign issuer" (as such term is defined in Regulation S) which reasonably believes that there is no "substantial US market interest" (as such term is defined in Regulation S) in the Shares or in any securities of the same class as the Shares. 25.7 The Company has implemented the necessary "offering restrictions" (as such term is defined in Regulation S). 25.8 None of the Warrantors, for nor any of their respective affiliates (as defined in Rule 405 under the US Securities Act), nor any person acting on its most recent taxable yearor their behalf has taken or will take, and directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilization in violation of applicable Laws or manipulation of the price of any security of the Company does not expect to become a PFIC for facilitate the current taxable year sale or in the foreseeable future; 14.10. at any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder or not in compliance with the information furnishing requirements of Rule 12g3-2(b) thereunder, the Company will, for the benefit of holders from time to time of the H Shares, furnish at its expense, upon request, to holders of H Shares and prospective purchasers of securities information satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. 14.11. prior to the expiration of one year after the Listing Date, the Company will not, and will not permit any of its “affiliates” (within the meaning of Rule 144 under the Securities Act) to, resell any resale of the Offer Shares which constitute “restricted securities” under Rule 144 under the Securities Act that have been reacquired by any of themShares.

United States aspects. 14.1. 14.1 when the International Offer Shares are issued and delivered pursuant to the International Underwriting this 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. 14.2 the Company is a “foreign private issuer” as such term is defined in Rule 405 under the Securities Act; 14.3. 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. 14.4 none of the Company, its Affiliates and any person acting on its or their behalf (other than the Hong Kong Underwriter and the International Underwriter, as to whom the Company makes no representation) (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. 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 Hong Kong Underwriting Agreement); 14.6. 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, Development 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 H Shares or any securities of the same or a similar class as the H 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 H Shares or any substantially similar securities issued by the Company, within six months subsequent to the date on which the distribution of the Offer Shares has been completed (as notified to the Company by the Sole Global Coordinator), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Offer Shares inin the United States contemplated by this Agreement as transactions exempt from the registration requirements of the Securities Act; 14.7. 14.7 neither the Company nor any Subsidiary has entered into any contractual arrangement relating to the offer, sale, distribution or delivery of any H Shares other than this Agreement, the International Hong Kong Underwriting Agreement and the Operative Documents; 14.8. 14.8 the Company is not, and after giving effect to the offering and sale of the Offer Shares and the application of the proceeds thereof as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, will not be, an “investment company” or an entity “controlled” by an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended; 14.9. 14.9 the Company was not a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297(a) of the U.S. Internal Revenue Code of 1986, as amended, for its most recent taxable year, and the Company does not expect to become a PFIC for the current taxable year or in the foreseeable future; 14.10. 14.10 at any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder or not in compliance with the information furnishing requirements of Rule 12g3-2(b) thereunder, the Company will, for the benefit of holders from time to time of the H Shares, furnish at its expense, upon request, to holders of H Shares and prospective purchasers of securities information satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. 14.11. 14.11 prior to the expiration of one year after the Listing Date, the Company will not, and will not permit any of its “affiliates” (within the meaning of Rule 144 under the Securities Act) to, resell any of the Offer Shares which constitute “restricted securities” under Rule 144 under the Securities Act that have been reacquired by any of them.