CORNERSTONE INVESTMENT AGREEMENT CONTENTSCornerstone Investment Agreement • July 26th, 2021 • Hong Kong
AMENDED AND RESTATED CORNERSTONE INVESTMENT AGREEMENT effective as of March 31, 2010 between REP INVESTMENTS LLC and GENERAL GROWTH PROPERTIES, INC.Cornerstone Investment Agreement • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED CORNERSTONE INVESTMENT AGREEMENT, effective as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and REP Investments LLC, a Delaware limited liability company (together with its permitted assigns, “Purchaser”).
Note to DraftersCornerstone Investment Agreement • April 12th, 2024 • Hong Kong
This form CIA is intended for your reference and does not aim to cover all situations that may arise when you are preparing a cornerstone investment agreement. You are advised to make any appropriate changes based on specific deal circumstances. In particular, please review the drafting footnotes / alternative drafting provisions in this form CIA carefully.
THE HOWARD HUGHES CORPORATION November 9, 2010Cornerstone Investment Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
Reference is made to the Amended and Restated Cornerstone Investment Agreement (the “Cornerstone Agreement”), effective as of March 31, 2010, as amended, between General Growth Properties, Inc. and Brookfield Retail Holdings (formerly known as REP Investments LLC) (“Purchaser”), an affiliate of Brookfield Asset Management Inc. Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) shall have the meanings attributed to such terms in the Cornerstone Agreement as in effect on the date hereof.
THE CORNERSTONE PLACINGCornerstone Investment Agreement • April 23rd, 2020
We have entered into cornerstone investment agreements (each a ‘‘Cornerstone Investment Agreement’’, and collectively the ‘‘Cornerstone Investment Agreements’’) with Mr. Wong Cheung Wang Philip ( 黃 翔 弘 先 生 ) (‘‘Mr. Wong’’) and China Peace Limited (‘‘China Peace’’) (the ‘‘Cornerstone Investors’’, and each a ‘‘Cornerstone Investor’’), pursuant to which the Cornerstone Investors have agreed to subscribe for or purchase, at the Offer Price, such number of Offer Shares (rounded down to the nearest whole board lot of 2,000 Shares) that may be subscribed for an aggregate amount of approximately HK$36,000,000 (the ‘‘Cornerstone Placing’’).
THE CORPORATE PLACINGCornerstone Investment Agreement • February 27th, 2014
We have entered into a cornerstone investment agreement with an investor (the ‘‘Cornerstone Investor’’), who has agreed to subscribe at the Offer Price for such number of Shares that may be purchased with an amount of US$10 million. Assuming an Offer Price of HK$4.10, being the mid-point of the Offer Price range set forth in this prospectus, the total number of Shares to be subscribed for by the Cornerstone Investor would be 18,923,000 Shares (rounded down to the nearest board lot), representing approximately 3.15% of the Shares after the Global Offering (assuming that the Over-allotment Option is not exercised). The Cornerstone Investor is independent from our Company, its connected persons and their respective associates. The Cornerstone Investor will not subscribe for any Shares under the Global Offering other than pursuant to the relevant cornerstone investment agreement. Immediately following the completion of the Global Offering, the Cornerstone Investor will not have any board r
THE CORNERSTONE PLACINGCornerstone Investment Agreement • November 25th, 2022
We have entered into a cornerstone investment agreement (the “Cornerstone Investment Agreement”) with Arda (HK) Investment Co., Limited (“Arda Investment” or the “Cornerstone Investor”), pursuant to which, subject to certain conditions precedent, the Cornerstone Investor has agreed to subscribe, at the Offer Price, for certain number of our Offer Shares (rounded down to the nearest whole board lot of 5,000 Shares) that may be purchased for with an amount of HK$30.0 million as part of the International Placing (the “Cornerstone Placing”).
THE CORNERSTONE PLACINGCornerstone Investment Agreement • May 14th, 2021
We have entered into cornerstone investment agreements (each a “Cornerstone Investment Agreement”, and together the “Cornerstone Investment Agreements”) with the cornerstone investors set out below (each a “Cornerstone Investor”, and together the “Cornerstone Investors”), pursuant to which the Cornerstone Investors have agreed to, subject to certain conditions, subscribe, or cause their designated entities to subscribe, for such number of Offer Shares (rounded down to the nearest whole board lot of 100 Shares) which may be purchased at the Offer Price with an aggregate amount of approximately US$1,529 million (approximately HK$11,882 million) (calculated based on the conversion rate of US$1.00 to HK$7.7689) (exclusive of the brokerage fee, the SFC transaction levy and the Stock Exchange trading fee) (the “Cornerstone Placing”).
THE CORNERSTONE PLACINGCornerstone Investment Agreement • March 17th, 2014
We have entered into a cornerstone investment agreement (the “Cornerstone Investment Agreement”) with Sunshine Life Insurance Co., Ltd. (“Sunshine Life”), who has agreed to subscribe at the Offer Price for a total number of 280,000,000 Shares, representing (i) 7% of the total issued share capital of the Company immediately following the completion of the Global Offering, assuming that the Over-allotment Option is not exercised, and (ii) approximately 6.75% of the total issued share capital of the Company immediately following the completion of the Global Offering, assuming that the Over-allotment Option is exercised in full (the “Cornerstone Placing”). Details of the allocations to Sunshine Life will be disclosed in the announcement of results of allocations in the Hong Kong Public Offering to be published on or about March 27, 2014.
THE CORNERSTONE PLACINGCornerstone Investment Agreement • February 27th, 2014
We entered into cornerstone investment agreements with a number of investors (the “Cornerstone Investors”), who have agreed to subscribe at the Offer Price for such number of Offer Shares that may be purchased with an aggregate amount of US$30 million. Assuming an Offer Price of HK$2.18, HK$2.43 and HK$2.68, (being the minimum, mid-point and maximum of the Offer Price range set forth in this prospectus), the total number of Offer Shares to be subscribed for by the Cornerstone Investors would be approximately 107,338,000, 96,295,000 and 87,312,000 Offer Shares respectively, representing approximately 2.7%, 2.4% and 2.2% respectively of the Shares upon completion of the Global Offering (assuming that the Over-allotment Option is not exercised).
THE CORNERSTONE PLACINGCornerstone Investment Agreement • November 16th, 2012
We have entered into cornerstone investment agreements with the following investors (the “Cornerstone Investors”, each a “Cornerstone Investor”), pursuant to which the Cornerstone Investors have agreed to subscribe at the Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of 2,000 Shares) that may be purchased for an aggregate amount of approximately HK$616.3 million (the “Cornerstone Investment”). Assuming an Offer Price of HK$1.62 (being the mid-point of the indicative Offer Price range stated in this prospectus), the total number of Shares to be subscribed for by the Cornerstone Investors would be approximately 380.4 million, representing approximately (i) 6.71% of the Shares in issue upon the completion of the Global Offering, assuming that the Over-allotment Option is not exercised; or (ii) 6.47% of the Shares in issue upon completion of the Global Offering, assuming that the Over-allotment Option is fully exercised. Each of the Cornerstone In
THE CORNERSTONE PLACINGCornerstone Investment Agreement • June 29th, 2022
We have entered into cornerstone investment agreements (each a “Cornerstone Investment Agreement”, and together the “Cornerstone Investment Agreements”) with the cornerstone investors set forth below (each a “Cornerstone Investor”, and together the “Cornerstone Investors”), who have agreed to, subject to certain conditions, subscribe or cause their designated entities to subscribe for such number of Offer Shares (rounded down to the nearest whole board lot of 200 H Shares) which may be purchased at the Offer Price with an aggregate amount of approximately HK$4,903 million (exclusive of the brokerage fee, the SFC transaction levy, the Stock Exchange trading fee and the FRC transaction levy) (the “Cornerstone Placing”).
OVERVIEWCornerstone Investment Agreement • June 14th, 2023
We have entered into a cornerstone investment agreement (“Cornerstone Investment Agreement”) with the cornerstone investor set out below (“Cornerstone Investor”), pursuant to which the Cornerstone Investor has agreed to (subject to certain conditions) subscribe, or cause its designated entities to subscribe, for such number of Offer Shares (rounded down to the nearest whole board lot of 200 Shares) that may be purchased at the Offer Price of an aggregate amount of up to approximately US$12.8 million (approximately HK$100.3 million) (exclusive of brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee) (“Cornerstone Investment” or “Cornerstone Placing”).
THE CORNERSTONE PLACINGCornerstone Investment Agreement • December 29th, 2020
We have entered into cornerstone investment agreements (each a “Cornerstone Investment Agreement”, and together the “Cornerstone Investment Agreements”) with the cornerstone investors set out below (each a “Cornerstone Investor”, and together, the “Cornerstone Investors”), pursuant to which the Cornerstone Investors have agreed to subscribe, subject to certain conditions, at the Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of 4,000 Shares) that may be purchased for an aggregate amount of approximately US$11.7 million (exclusive of brokerage, SFC transaction levy and the Hong Kong Stock Exchange trading fee) (the “Cornerstone Placing”).
THE CORNERSTONE PLACINGCornerstone Investment Agreement • July 24th, 2018
We have entered into cornerstone investment agreements with cornerstone investors (the “Cornerstone Investors”, and each a “Cornerstone Investor”), pursuant to which the Cornerstone Investors have agreed to subscribe, or cause their designated entities to subscribe, at the Offer Price for certain number of our Offer Shares (the “Cornerstone Placing”).
THE CORNERSTONE PLACINGCornerstone Investment Agreement • August 12th, 2014
We have entered into a cornerstone investment agreement with Dyfed Holdings Limited (the “Cornerstone Investor”) who has agreed to subscribe for such number of our Offer Shares (rounded down to the nearest whole board lot of 1,000 Shares) which may be purchased with an aggregate amount of US$30.0 million (or approximately HK$232.5 million) (the “Cornerstone Placing”).
THE CORNERSTONE PLACINGCornerstone Investment Agreement • September 27th, 2018
The Company has entered into cornerstone investment agreements with certain investors (the ‘‘Cornerstone Investors’’, and each a ‘‘Cornerstone Investor’’), pursuant to which the Cornerstone Investors have agreed to subscribe at the Offer Price a certain number of our Offer Shares (the ‘‘Cornerstone Placing’’).
THE CORNERSTONE PLACINGCornerstone Investment Agreement • October 17th, 2018
We have entered into cornerstone investment agreements (each a “Cornerstone Investment Agreement”, and together the “Cornerstone Investment Agreements”) with the cornerstone investors described below (each a “Cornerstone Investor”, and together, the “Cornerstone Investors”), pursuant to which the Cornerstone Investors have agreed to, subject to certain conditions, acquire at the Offer Price a certain number of our Offer Shares, the Offer Shares that may be purchased with an aggregate investment amount of approximately HK$1,918,345,000 (calculated based on the conversion rate of US$1.00 to HK$7.8282 for illustrative purposes only) (the “Cornerstone Placing”). Pursuant to the Cornerstone Investment Agreements, all US dollar investment amounts are to be calculated using the closing Hong Kong dollar: US dollar exchange rate quoted by The Hongkong and Shanghai Banking Corporation Limited at 6:00 p.m. on the business day immediately prior to the Price Determination Date (excluding brokerage
THE CORNERSTONE PLACINGCornerstone Investment Agreement • November 14th, 2013
We have entered into cornerstone investment agreements with the following cornerstone investors (the “Cornerstone Investors”), who have agreed to (subject to certain conditions) subscribe at the Offer Price for such number of Shares (rounded down to the nearest whole board lot of 1,000 Shares) as may be subscribed for an aggregate amount of US$90,000,000. Assuming an Offer Price of HK$3.25, being the mid-point of the Offer Price range set forth in this Prospectus, the total number of Shares to be subscribed for by the Cornerstone Investors would be 212,518,000 Shares, representing approximately 56.67% of our Offer Shares (assuming that the Over-allotment Option is not exercised) and approximately 14.17% of our total issued share capital after the Global Offering. The cornerstone placing forms part of the International Offering and none of the Cornerstone Investors will subscribe for any Offer Shares under the Global Offering (other than and pursuant to the respective cornerstone invest
CORNERSTONE INVESTMENT AGREEMENTCornerstone Investment Agreement • December 17th, 2024 • Hong Kong
THE CORPORATE PLACINGCornerstone Investment Agreement • April 19th, 2011
As part of the International Offering, the Joint Bookrunners and we have entered into a cornerstone investment agreement with the investor described below (the “Corporate Investor”), pursuant to which the Corporate Investor has agreed to subscribe, at the Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of 2,000 Shares) that may be purchased for an aggregate amount of US$30,000,000 (equivalent to approximately HK$233,100,000, assuming an exchange rate of US$1.00 = HK$7.77) (the “Corporate Placing”). Assuming an Offer Price of HK$1.92, HK$2.35 and HK$2.78 (being the minimum, mid-point and maximum of the indicative Offer Price range stated in this prospectus), the total number of Offer Shares to be subscribed for by the Corporate Investor would be 121,406,000, 99,190,000 and 83,848,000 respectively, representing (i) approximately 2.0%, 1.7% and 1.4% respectively of the Shares in issue and outstanding upon the completion of the Global Offering and t
THE CORNERSTONE PLACINGCornerstone Investment Agreement • July 9th, 2018
We have entered into cornerstone investment agreements (each a “Cornerstone Investment Agreement”, and together the “Cornerstone Investment Agreements”) with the cornerstone investors set out below (each a “Cornerstone Investor”, and together, the “Cornerstone Investors”), pursuant to which the Cornerstone Investors have agreed to, subject to certain conditions, subscribe at the Offer Price a certain number of our Offer Shares (the “Cornerstone Placing”).
THE CORNERSTONE PLACINGCornerstone Investment Agreement • June 27th, 2015
We have entered into a cornerstone investment agreement (the ‘‘Cornerstone Investment Agreement’’) with the following investor (the ‘‘Cornerstone Investor’’) and the Joint Global Coordinators, pursuant to which the Cornerstone Investor has agreed to subscribe at the Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of 1,000 Shares) that may be purchased with an amount equal to the Hong Kong dollars equivalent of US$15 million (approximately HK$117 million calculated at the exchange rate of US$1:HK$7.8) (the ‘‘Cornerstone Placing’’). Details of the actual number of the Offer Shares to be allocated to the Cornerstone Investor will be disclosed in the allotment results announcement to be issued by our Company on or around 10 July 2015.
THE CORNERSTONE PLACINGCornerstone Investment Agreement • September 21st, 2013
As part of the International Offering, we, BOCI Asia Limited and J.P. Morgan Securities (Asia Pacific) Limited have entered into a cornerstone investment agreement (the “Cornerstone Investment Agreement”) with Dongfeng Asset Management Co. Ltd. (“Dongfeng Asset Management”, the “Cornerstone Investor”), which has offered to, as described in detail below, purchase at the Offer Price the number of Offer Shares that may be purchased in the amount of HK$194 million. The transaction under the Cornerstone Investment Agreement is subject to approval by the relevant PRC government authorities.
THE CORNERSTONE PLACINGCornerstone Investment Agreement • June 23rd, 2020
We have entered into cornerstone investment agreements (each a “Cornerstone Investment Agreement”, and together the “Cornerstone Investment Agreements”) with the cornerstone investors set out below (each a “Cornerstone Investor”, and together the “Cornerstone Investors”), pursuant to which the Cornerstone Investors have agreed to, subject to certain conditions, subscribe at the Offer Price for a certain number of Offer Shares that may be purchased for an aggregate amount of US$110.0 million (approximately HK$852.1 million) (calculated based on the conversion rate of US$1.00 to HK$7.7464) (the “Cornerstone Placing”).
OVERVIEWCornerstone Investment Agreement • June 29th, 2023
We have entered into cornerstone investment agreements (“Cornerstone Investment Agreement(s)”) with cornerstone investors set out in this chapter (“Cornerstone Investor(s)”), pursuant to which the Cornerstone Investors have agreed to, subject to certain conditions, subscribe, or cause their designated entities (including qualified domestic institutional investor(s) (“QDII(s)”) or qualified domestic limited partnership(s) (“QDLP(s)”) as approved by the relevant PRC authorities) to subscribe, for such number of Offer Shares (rounded down to the nearest whole board lot of 100 Shares) that may be purchased at the Offer Price of an aggregate amount of up to approximately US$9.79 million (approximately HK$76.54 million) (calculated based on the conversion rate of US$1.00 to HK$7.8153) (exclusive of brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy) (each a “Cornerstone Investment” and collectively, the “Cornerstone Placing”).
SUPPLEMENTAL AGREEMENTCornerstone Investment Agreement • October 23rd, 2015 • Hong Kong
THIS SUPPLEMENTAL AGREEMENT (the “Supplemental Agreement”) TO CORNERSTONE INVESTMENT AGREEMENT (as defined below) is entered into on October 16, 2015, by and among:
CORNERSTONE INVESTMENT AGREEMENTCornerstone Investment Agreement • October 9th, 2015 • Hong Kong
LIMITED ( 中國國際金融股份 有限公司 ), a joint stock company incorporated in the People’s Republic of China with limited liability, whose registered office is at 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, China (the “Company”);
CORNERSTONE INVESTMENTCornerstone Investment Agreement • June 28th, 2022
We, the Sole Sponsor and the Sole Global Coordinator have entered into a cornerstone investment agreement (the “Cornerstone Investment Agreement”) with Mr. Ung Choi Kun (the “Cornerstone Investor”) on 26 June 2022, pursuant to which the Cornerstone Investor has agreed to, subject to certain conditions, subscribe at the Offer Price for certain number of our Offer Shares (rounded down to the nearest whole board lot of 2,000 Shares) that may be placed for an aggregate amount of HK$30,000,000 (the “Cornerstone Placing”).
THE CORNERSTONE PLACINGCornerstone Investment Agreement • June 28th, 2017
As part of the International Placing, we have entered into cornerstone investment agreements with Kaneka Corporation, Beauty Star Global Limited (“Beauty Star”) and Mr. Cheng Lap Yin (“Mr. Cheng”, together with Kaneka Corporation and Beauty Star as the “Cornerstone Investors”), pursuant to which the Cornerstone Investors have agreed to subscribe for or purchase, at the Offer Price, such number of Offer Shares (rounded down to the nearest whole board lot of 2,000 Shares) that may be purchased for an aggregate amount of approximately US$10.5 million (equivalent to approximately HK$81.68 million) (the “Cornerstone Placing”).
THE CORPORATE PLACINGCornerstone Investment Agreement • June 28th, 2010
As part of the International Offering, the Joint Bookrunners and we have entered into cornerstone investment agreements with each of the 11 investors described below (the “Corporate Investors”, each a “Corporate Investor”), pursuant to which the Corporate Investors have agreed to subscribe, at the Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of 1,000 H shares) that may be purchased for an aggregate amount of US$5.45 billion (the “Corporate Placing”). Assuming an Offer Price of HK$3.18 (being the mid-point of the indicative Offer Price range stated in this prospectus), the total number of H shares to be subscribed for by the Corporate Investors would be 13,337,585,000, representing approximately (i) 4.20% of the shares in issue and outstanding upon the completion of the A Share Offering and the Global Offering, assuming that neither of the over-allotment options for the A Share Offering and the Global Offering is exercised; or (ii) without giv
CORNERSTONE INVESTMENT AGREEMENTCornerstone Investment Agreement • December 24th, 2024 • Hong Kong
(GS and Huatai together, as the “Joint Sponsors” and “Overall Coordinators”, and each a “Joint Sponsor” or an “Overall Coordinator”)
THE CORNERSTONE PLACINGCornerstone Investment Agreement • June 13th, 2012
We and the Joint Bookrunners have entered into cornerstone investment agreements with the following investors (the “Cornerstone Investors,” each a “Cornerstone Investor”), pursuant to which the Cornerstone Investors have agreed to subscribe at the Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of 2,000 H Shares) that may be purchased for an aggregate amount of US$208.8 million (the “Cornerstone Placing”). Assuming an Offer Price of HK$1.68 (being the mid-point of the indicative Offer Price range stated in this prospectus), the total number of H Shares to be subscribed for by the Cornerstone Investors would be 964,550,000, representing approximately (i) 12.49% of the Shares in issue upon the completion of the Global Offering, assuming that the Over-allotment Option is fully exercised; or (ii) 12.86% of the Shares in issue upon completion of the Global Offering, assuming that the Over-allotment Option is not exercised.
THE CORNERSTONE PLACINGCornerstone Investment Agreement • November 18th, 2022
Our Company has entered into cornerstone investment agreements (each a “Cornerstone Investment Agreement”, and together the “Cornerstone Investment Agreements”) with each of the cornerstone investors set forth below (each a “Cornerstone Investor”, and together the “Cornerstone Investors”). Pursuant to the Cornerstone Investment Agreements, the Cornerstone Investors have agreed to, subject to certain conditions, subscribe or cause their designated entities to subscribe for such number of Offer Shares (rounded down to the nearest whole board lot of 200 H Shares) which may be purchased at the Offer Price with an aggregate amount of approximately HK$2,551,088,612 (exclusive of the brokerage fee, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy) (the “Cornerstone Placing”).
THE CORNERSTONE PLACINGCornerstone Investment Agreement • October 25th, 2021
We have entered into cornerstone investment agreements (each a “Cornerstone Investment Agreement”, and together the “Cornerstone Investment Agreements”) with the cornerstone investors set out below (each a “Cornerstone Investor”, and together the “Cornerstone Investors”), pursuant to which the Cornerstone Investors have agreed to, subject to certain conditions, subscribe at the Offer Price for a certain number of Offer Shares (rounded down to the nearest whole board lot of 100 H Shares) that may be purchased for an aggregate amount of US$69.5 million (or approximately HK$540.6 million) (calculated based on the conversion rate of US$1.00 to HK$7.7789) (the “Cornerstone Placing”).
