02627 中慧生物－Ｂ 展示文件：E. 重大合约
CORNERSTONE INVESTMENT AGREMENT
July 30, 2025
AB&B BIO-TECH CO., LTD. JS
(江苏中慧元通生物科技股份有限公司)
AND
HUATAI CAPITAL INVESTMENT LIMITED
AND
CITIC SECURITIES (HONG KONG) LIMITED
AND
CMB INTERNATIONAL CAPITAL LIMITED
AND
CLSA LIMITED
i
TABLE OF CONTENTS
Clause Page
1.DEFINITIONS AND INTERPRETATIONS .2
2.INVESTMENT .8
3.CLOSING CONDITIONS .8
4.CLOSING .10
5.RESTRICTIONS ON THE INVESTOR AND THE HUATAI TRS ULTIMATE
CLIENT .11
6.ACKNOWLEDGEMENTS, REPRESENTATIONS, UNDERTAKINGS AND
WARANTIES .13
7.TERMINATION .25
8.ANOUNCEMENTS AND CONFIDENTIALITY .26
9.NOTICES .27
10.GENERAL .28
11.GOVERNING LAW AND JURISDICTION .31
12.IMUNITY .31
13.COUNTERPARTS .32
SCHEDULE 1 INVESTOR SHARES .I
SCHEDULE 2 PARTICULARS OF INVESTOR AND THE HUATAI TRS ULTIMATE
CLIENT .I
THIS AGREMENT (this “Agrement”) is made on July 30, 2025
BETWEN:
- &B BIO-TECH CO., LTD. JS (江苏中慧元通生物科技股份有限公司), a
limited liability company established under the laws of the PRC on October 28, 2015,
and converted into a joint stock company established in the PRC with limited liability
on March 10, 2022, whose registered ofice is at No. 32, Xinglin Road, Medical High-
tech Zone, Taizhou, Jiangsu, PRC, (the “Company”);
- , an unregulated company
incorporated in Hong Kong, whose registered ofice is at 4201, 42/F, the Center, 99
Quen’s Road Central, Central, Hong Kong (the “Investor”);
- , of 18/F, One Pacific Place, 88
Quensway, Hong Kong (“CITICS HK”, together with CMB International Capital
Limited, the “Joint Sponsors”, and each a “Joint Sponsor”; and CITICS HK, together
with CLSA Limited, “CITICS”);
- , of 45/F, Champion Tower, 3
Garden Road, Central, Hong Kong (“CMBI”); and
- , of 18/F, One Pacific Place, 88 Quensway, Hong Kong (together
with CMBI, the “Overal Cordinators”, and each an “Overal Cordinator”).
WHEREAS:
(A) The Company has made an aplication for listing of its H Shares (as defined herein
below) on the Main Board of the Stock Exchange (as defined below) by way of a global
ofering (the “Global Ofering”) comprising:
(i) a public ofering by the Company for subscription of initialy 3,344,400 H Shares
(subject to realocation) by the public in Hong Kong (the “Hong Kong Public
Ofering”); and
(i) a conditional placing of initialy 30,098,200 H Shares (subject to realocation and
the Ofer Size Adjustment Option (as defined below) ofered by the Company
outside the United States to investors (including placing to profesional and
institutional investors in Hong Kong) in ofshore transactions in reliance on
Regulation S under the Securities Act (as defined below) or another available
exemption from the registration requirements under the Securities Act (the
“International Ofering”).
(B) CITICS HK and CMBI are acting as the Joint Sponsors, and CLSA Limited and CMBI
are acting as the Overal Cordinators and CMIs (as defined below) of the Global
Ofering.
(C) The Investor wishes to subscribe for the Investor Shares (as defined below) as part of
the International Ofering, subject to and on the basis of the terms and conditions set
out in this Agrement.
(D)The Investor and Huatai Securities Co., Ltd. wil enter into a series of cros border OTC
swap transactions (the “OTC Swaps”) with each other and Jiaxing Xinyang Private
Equity Aset Management Co., Ltd. (嘉兴鑫扬私募基金管理有限公司), acting as
investment manager for and on behalf of a private investment scheme (the “Huatai
TRS Ultimate Client”), pursuant to which the Investor wil hold the Investor Shares
to be subscribed under this Agrement on a non-discretionary basis to hedge the OTC
Swaps while the economic risks and returns of the underlying Investor Shares are
pased to the Huatai TRS Ultimate Client, subject to customary fes and comisions.
The OTC Swaps wil be fuly funded by the Huatai TRS Ultimate Client.
(E)It is intended that subject to mutual agrement on terms and conditions having ben
reached, the Overal Cordinators and other underwriters (to be named in the
International Underwriting Agrement) wil enter into an underwriting agrement for
the International Ofering with the Company to, among others, conditionaly underwrite
the Relevant Shares to be subscribed by the Investor hereunder.
IT IS AGRED as folows:
1.DEFINITIONS AND INTERPRETATIONS
1.1 In this Agrement, including its schedules and recitals, each of the folowing terms and
words and expresions shal, unles the context requires otherwise, have the folowing
meanings unles otherwise specified:
“afiliate” in relation to a particular individual or entity, unles the context otherwise
requires, means any individual or entity which directly or indirectly, through one or
more intermediaries, controls, or is controled by, or is under comon control with, the
individual or entity specified. For the purposes of this definition, the term “control”
(including the terms “controling”, “controled by” and “under comon control with”)
means the posesion, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise;
“AFRC” means the Acounting and Financial Reporting Council of Hong Kong;
“Agregate Investment Amount” means the amount equal to the Ofer Price
multiplied by the number of Investor Shares;
“Aprovals” has the meaning given to it in clause 6.2(g);
“asociate/close asociate” shal have the meaning ascribed to such term in the Listing
Rules and “asociates/close asociates” shal be construed acordingly;
“Brokerage” means brokerage calculated as 1% of the Agregate Investment Amount
in respect of the Investor Shares subscribed by the Investor under this Agrement as
required by paragraph 7(1) of the Main Board Fes Rules (as defined under the Listing
Rules);
“busines day” means any day (other than Saturday, Sunday and a public holiday in
Hong Kong) on which licensed banks in Hong Kong are generaly open to the public in
Hong Kong for normal banking busines and on which the Stock Exchange is open for
the busines of dealing in securities;
“CAS” means the Hong Kong Central Clearing and Setlement System established
and operated by The Hong Kong Securities Clearing Company Limited;
“Closing” means closing of the subscription by the Investor, and the isue, alotment,
placing, alocation and/or delivery (as the case may be) by the Company, of the Investor
Shares in acordance with the terms and conditions of this Agrement;
“CMI(s)” means capital market intermediary(ies) as defined under the Code of Conduct
for bok-building and placing activities in equity capital market transactions;
“Code of Conduct” means the Code of Conduct for Persons Licensed by or Registered
with the Securities and Futures Comision, as amended, suplemented or otherwise
modified from time to time;
“Companies Ordinance” means the Companies Ordinance (Chapter 622 of the Laws
of Hong Kong), as amended, suplemented or otherwise modified from time to time;
“Companies (Winding Up and Miscelaneous Provisions) Ordinance” means the
Companies (Winding Up and Miscelaneous Provisions) Ordinance (Chapter 32 of the
Laws of Hong Kong) as amended, suplemented or otherwise modified from time to
time;
“conected person/core conected person” shal, unles the context otherwise
requires, have the meaning ascribed to such term in the Listing Rules and “conected
persons/core conected persons” shal be construed acordingly;
“conected relationship” shal have the meaning ascribed to such term and as
construed under the CSRC Filing Rules;
“Contracts (Rights of Third Parties) Ordinance” means the Contracts (Rights of
Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) as amended,
suplemented or otherwise modified from time to time;
“controling shareholder” shal, unles the context otherwise requires, have the
meaning ascribed to such term in the Listing Rules and “controling shareholders”
shal be construed acordingly;
“CSRC” means the China Securities Regulatory Comision;
“CSRC Filing Report” means the filing report of the Company in relation to the Global
Ofering, including any amendments, suplements and/or modifications thereof, to be
submited to the CSRC pursuant to Article 13 of the CSRC Filing Rules;
“CSRC Filing Rules” means the Trial Administrative Measures of Overseas Securities
Ofering and Listing by Domestic Companies (境内企业境外发行证券和上市管理试
行办法) and suporting guidelines isued by the CSRC, as amended, suplemented or
otherwise modified from time to time;
“CSRC Filings” means any and al leters, filings, corespondences, comunications,
documents, responses, undertakings and submisions in writing, oraly or in any form,
including any amendments, suplements and/or modifications thereof, made or to be
made to the CSRC, relating to or in conection with the Global Ofering pursuant to
the CSRC Filing Rules and other aplicable laws, regulations and requirements of the
CSRC (including, without limitation, the CSRC Filing Report);
“dispose of” includes, in respect of any Relevant Shares, directly or indirectly;
(i) ofering, pledging, charging, seling, mortgaging, lending, creating, transfering,
asigning or otherwise disposing of any legal or beneficial interest (including
by the creation of or any agrement to create or seling or granting or agreing
to sel or grant any option or contract to purchase, subscribe for, lend or
otherwise transfer or dispose of or any warant or right to purchase, subscribe
for, lend or otherwise transfer or dispose of, or purchasing or agreing to
purchase any option, contract, warant or right to sel or creating any
encumbrance over or agreing to create any encumbrance over), either directly
or indirectly, conditionaly or unconditionaly, or creating any third party right
of whatever nature over, any legal or beneficial interest in the Relevant Shares
or any other securities convertible into or exercisable or exchangeable for such
Relevant Shares or any interest in them, or that represent the right to receive,
such Relevant Shares, or agreing or contracting to do so, whether directly or
indirectly and whether conditionaly or unconditionaly; or
(i) entering into any swap or other arangement that transfers to another, in whole
or in part, any beneficial ownership of the Relevant Shares or any interest in
them, or in any of the economic consequences or incidents of ownership of such
Relevant Shares or such other securities or any interest in them; or
(i) entering into any other transaction directly or indirectly with the same economic
efect as any of the foregoing transactions described in (i) and (i) above; or
(iv) agreing or contracting to, or publicly anouncing or disclosing an intention to,
enter into any of the foregoing transactions described in (i), (i) and (i) above,
in each case whether any of the foregoing transactions described in (i), (i) and
(i) above is to be setled by delivery of Relevant Shares or such other securities
convertible into or exercisable or exchangeable for Relevant Shares, in cash or
otherwise; and “disposal” shal be construed acordingly;
“FINI” shal have the meaning ascribed to such term to in the Listing Rules;
“Global Ofering” has the meaning given to it in Recital (A);
“Governmental Authority” means any governmental, inter-governmental, regulatory
or administrative comision, board, body, department, authority or agency, or any
stock exchange, self-regulatory organization or other non-governmental regulatory
authority, or any court, judicial body, tribunal or arbitrator, in each case whether
national, central, federal, provincial, state, regional, municipal, local, domestic, foreign
or supranational (including, without limitation, the Stock Exchange, the SFC and the
CSRC);
“Group” means the Company and its subsidiary, and their respective predecesors;
“HK$” or “Hong Kong dolar” means the lawful curency of Hong Kong;
“Hong Kong” means the Hong Kong Special Administrative Region of the PRC;
“Hong Kong Public Ofering” has the meaning given to it in Recital (A);
“H Shares” means the ordinary share(s) in the share capital of the Company with a
nominal value of RMB1.00 each, which is/are to be subscribed for and traded in Hong
Kong dolars and is/are to be listed on the Stock Exchange;
“Indemnified Parties” has the meaning given to it in clause 6.5, and “Indemnified
Party” shal mean any one of them, as the context shal require;
“International Ofering” has the meaning given to it in Recital (A);
“International Ofering Circular” means the final ofering circular expected to be
isued by the Company to the prospective investors (including the Investor) in
conection with the International Ofering;
“Investor-related Information” has the meaning given to it in clause 6.2(i);
“Investor Shares” means the number of H Shares to be subscribed for by the Investor
in the International Ofering in acordance with the terms and conditions herein and as
calculated in acordance with Schedule 1 and determined by the Company and the
Overal Cordinators;
“Laws” means al laws, statutes, legislation, ordinances, measures, rules, regulations,
guidelines, guidance, decisions, opinions, notices, circulars, directives, requests, orders,
judgments, decres or rulings of any Governmental Authority (including, without
limitation, the Stock Exchange, the SFC and the CSRC) of al relevant jurisdictions;
“Levies” means the SFC transaction levy of 0.0027% (or the prevailing transaction levy
on the Listing Date), the Stock Exchange trading fe of 0.00565% (or the prevailing
trading fe on the Listing Date) and the AFRC transaction levy of 0.00015% (or the
prevailing transaction levy on the Listing Date), in each case, of the Agregate
Investment Amount;
“Listing Date” means the date on which the H Shares are initialy listed on the Main
Board of the Stock Exchange;
“Listing Guide” means the Guide for New Listing Aplicants isued by the Stock
Exchange, as amended, suplemented or otherwise modified from time to time;
“Listing Rules” means the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, and the Listing Guide, listing decisions, guidelines
and other requirements of the Stock Exchange, each as amended, suplemented or
otherwise modified from time to time;
“Lock-up Period” has the meaning given to it in clause 5.1;
“Ofer Price” means the final Hong Kong dolar price per H Share (exclusive of
Brokerage and Levies) at which the H Shares are to be ofered or sold pursuant to the
Global Ofering;
“Ofer Size Adjustment Option” has the meaning given to it in the Prospectus;
“Overal Cordinators” has the meaning given to it in Recital (B);
“Parties” means the named parties to this Agrement, and “Party” shal mean any one
of them, as the context shal require;
“PRC” means the People’s Republic of China, excluding, for purposes of this
Agrement only, the regions of Hong Kong, Macau and Taiwan of the PRC;
“Preliminary Ofering Circular” means the preliminary ofering circular expected to
be isued by the Company to the prospective investors (including the Investor) in
conection with the International Ofering, as amended, suplemented or otherwise
modified from time to time;
“Profesional Investor” has the meaning given to it in Part 1 of Schedule 1 to the SFO;
“Prospectus” means the final prospectus to be isued in Hong Kong by the Company
in conection with the Hong Kong Public Ofering;
“Public Documents” means the Preliminary Ofering Circular and the International
Ofering Circular for the International Ofering, the Prospectus to be isued in Hong
Kong by the Company for the Hong Kong Public Ofering and such other documents
and anouncements which may be isued by the Company in conection with the
Global Ofering, each as amended or suplemented from time to time;
“Regulation S” means Regulation S under the Securities Act;
“Regulators” has the meaning given to it in clause 6.2(i);
“Relevant Shares” means the Investor Shares subscribed for by the Investor pursuant
to this Agrement, and any shares or other securities of or interests in the Company
which are derived from the Investor Shares pursuant to any rights isue, capitalization
isue or other form of capital reorganization (whether such transactions are to be setled
in cash or otherwise);
“RMB” or “Renminbi” means Renminbi, the lawful curency of the PRC;
“Securities Act” means the United States Securities Act of 1933, as amended,
suplemented or otherwise modified from time to time, and the rules and regulations
promulgated thereunder;
“SFC” means The Securities and Futures Comision of Hong Kong;
“SFO” means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong), as amended, suplemented or otherwise modified from time to time;
“Stock Exchange” means The Stock Exchange of Hong Kong Limited;
“subsidiary” has the meaning given to it in the Companies Ordinance;
“U.S.” and “United States” means the United States of America, its teritories and
posesions, any state of the United States and the District of Columbia;
“US$” or “US dolar” means the lawful curency of the United States; and
“U.S. Person” has the meaning given to it in Regulation S.
1.2 In this Agrement, unles the context otherwise requires:
(a) a reference to a “clause”, “sub-clause” or “schedule” is a reference to a clause
or sub-clause of or a schedule to this Agrement;
(b) the index, clause and schedule headings are inserted for convenience only and
shal not afect the construction or interpretation of this Agrement;
(c) the recitals and schedules form an integral part of this Agrement and have the
same force and efect as if expresly set out in the body of this Agrement and
any reference to this Agrement shal include the recitals and schedules;
(d) the singular number shal include the plural and vice versa and words importing
one gender shal include the other gender;
(e) a reference to this Agrement or another instrument includes any variation or
replacement of either of them;
(f) a reference to a statute, statutory provision, regulation or rule includes a
reference:
(i) to that statute, statutory provision, regulation or rule as from time to time
consolidated, amended, suplemented, modified, re-enacted or replaced
by any statute or statutory provision;
(i) to any repealed statute, statutory provision, regulation or rule which it
re-enacts (with or without modification); and
(i) to any subordinate legislation made under it;
(g) a reference to a “regulation” includes any regulation, rule, oficial directive,
opinion, notice, circular, order, request or guideline (whether or not having the
force of law) of any governmental, inter-governmental or supranational body,
agency, department or of any regulatory, self-regulatory or other authority or
organisation;
(h) references to times of day and dates are, unles otherwise specified, to Hong
Kong times and dates, respectively;
(i) a reference to a “person” includes a reference to an individual, a firm, a
company, a body corporate, an unincorporated asociation or an authority, a
government, a state or agency of a state, a joint venture, asociation or
partnership (whether or not having separate legal personality);
(j) references to “include”, “includes” and “including” shal be construed so as to
mean include without limitation, includes without limitation and including
without limitation, respectively; and
(k) references to any legal term for any action, remedy, method or judicial
proceding, legal document, legal status, court, oficial or any legal concept or
thing in respect of any jurisdiction other than Hong Kong is demed to include
what most nearly aproximates in that jurisdiction to the relevant Hong Kong
legal term.
2. INVESTMENT
2.1 Subject to the conditions refered to in clause 3 below being fulfiled (or jointly waived
by the Parties, except that the conditions set out in clauses 3.1(a), 3.1(b), 3.1(c), 3.1(d)
and 3.1(e) canot be waived and the conditions under clause 3.1(f) can only be jointly
waived by the Company, the Overal Cordinators and the Joint Sponsors) and other
terms and conditions of this Agrement:
(a) the Investor wil subscribe for, and the Company wil isue, alot and place and
the Overal Cordinators wil alocate and/or deliver (as the case may be) or
cause to be alocated and/or delivered (as the case may be) to the Investor, the
Investor Shares at the Ofer Price under and as part of the International Ofering
at the Closing, and through the Overal Cordinators and/or their afiliates in
their capacities as international representatives of the international underwriters
of the relevant portion of the International Ofering; and
(b) the Investor wil pay the Agregate Investment Amount, the Brokerage and the
Levies in respect of the Investor Shares in acordance with clause 4.2.
2.2 The Company and the Overal Cordinators (for themselves and on behalf of the
underwriters of the Global Ofering) wil determine, in such maner as they may agre,
the Ofer Price. The exact number of the Investor Shares wil be finaly determined by
the Company and the Overal Cordinators in acordance with Schedule 1, and such
determination wil be conclusive and binding on the Investor, save for manifest eror.
3. CLOSING CONDITIONS
3.1 The Investor’s obligation under this Agrement to subscribe for, and the obligations of
the Company and the Overal Cordinators to isue, alot, place, alocate and/or deliver
(as the case may be) or cause to isue, alot, place, alocate and/or deliver (as the case
may be), the Investor Shares pursuant to clause 2.1 are conditional only upon each of
the folowing conditions having ben satisfied or jointly waived by the Parties (except
that the conditions set out in clauses 3.1(a), 3.1(b), 3.1(c), 3.1(d) and 3.1(e) canot be
waived and the conditions under clause 3.1(f) can only be jointly waived by the
Company, the Overal Cordinators and the Joint Sponsors) at or prior to the Closing:
(a) the underwriting agrements for the Hong Kong Public Ofering and the
International Ofering being entered into and having become efective and
unconditional (in acordance with their respective original terms or as
subsequently waived or varied by agrement of the parties thereto) by no later
than the time and date as specified in these underwriting agrements, and neither
of the aforesaid underwriting agrements having ben terminated;
(b) the Ofer Price having ben agred upon betwen the Company and the Overal
Cordinators (for themselves and on behalf of the underwriters of the Global
Ofering);
(c) the Listing Comite of the Stock Exchange having granted the aproval for
the listing of, and permision to deal in, the H Shares (including the Investor
Shares as wel as other aplicable waivers and aprovals (including those in
conection with the subscription by the Investor of the Investor Shares) and
such aproval, permision or waiver having not ben revoked prior to the
comencement of dealings in the H Shares on the Stock Exchange;
(d) the CSRC having acepted the CSRC Filings and published the filing results in
respect of the CSRC Filings on its website, and such notice of aceptance and/or
filing results published not having otherwise ben rejected, withdrawn, revoked
or invalidated prior to the comencement of dealings in the H Shares on the
Stock Exchange;
(e) no Laws shal have ben enacted or promulgated by any Governmental
Authority which prohibits the consumation of the transactions contemplated
in the Global Ofering or herein and there shal be no orders or injunctions from
a court of competent jurisdiction in efect precluding or prohibiting
consumation of such transactions; and
(f) the respective representations, waranties, acknowledgements, undertakings
and confirmations of the Investor under this Agrement are (as of the date of
this Agrement) and wil be (as of the Listing Date) acurate and true in al
respects and not misleading or deceptive and that there is no breach of this
Agrement on the part of the Investor.
3.2 If any of the conditions contained in clause 3.1 has not ben fulfiled or jointly waived
by the Parties (except that the conditions set out in clauses 3.1(a), 3.1(b), 3.1(c), 3.1(d)
and 3.1(e) canot be waived and the conditions under clause 3.1(f) can only be jointly
waived by the Company, the Overal Cordinators and the Joint Sponsors) on or before
the date that is one hundred and eighty (180) days after the date of this Agrement (or
such other date as may be agred in writing among the Company, the Investor, the
Overal Cordinators and the Joint Sponsors), the obligation of the Investor to subscribe
for, and the obligations of the Company and the Overal Cordinators to isue, alot,
place, alocate and/or deliver (as the case may be) or cause to isue, alot, place, alocate
and/or deliver (as the case may be), the Investor Shares shal cease and any amount paid
by the Investor under this Agrement to any other party wil be repaid to the Investor
by such other party without interest as son as comercialy practicable and in any
event no later than thirty (30) calendar days from the date of termination of this
Agrement, and this Agrement wil terminate and be of no efect and al obligations
and liabilities on the part of the Investor, the Company, the Overal Cordinators and/or
the Joint Sponsors shal cease and terminate; provided that termination of this
Agrement pursuant to this clause 3.2 shal be without prejudice to the acrued rights
or liabilities of any Party to the other Parties in respect of the terms herein at or before
such termination. For the avoidance of doubt, nothing in this clause shal be construed
as giving the Investor the right to cure any breaches of the respective representations,
waranties, undertakings, acknowledgements and confirmations given by the Investor
under this Agrement during the period until the aforementioned date under this clause.
3.3 The Investor acknowledges that there can be no guarante that the Global Ofering wil
be completed or wil not be delayed or terminated or that the Ofer Price wil be within
the indicative range set forth in the Public Documents, and no liability of the Company,
the Overal Cordinators or the Joint Sponsors to the Investor wil arise if the Global
Ofering is delayed or terminated, does not proced or is not completed for any reason
by the dates and times contemplated or at al, or if the Ofer Price is not within the
indicative range set forth in the Public Documents. The Investor hereby waive(s) any
right (if any) to bring any claim or action against the Company, the Overal
Cordinators and/or the Joint Sponsors or their respective afiliates, subsidiaries,
oficers, directors, supervisors (where aplicable), employes, staf, asociates, partners,
agents, advisors and representatives on the basis that the Global Ofering is delayed or
terminated, does not proced or is not completed for any reason by the dates and times
contemplated or at al, or if the Ofer Price is not within the indicative range set forth
in the Public Documents.
4. CLOSING
4.1 Subject to clause 3 and this clause 4, the Investor wil subscribe for the Investor Shares
at the Ofer Price pursuant to, and as part of, the International Ofering and through the
Overal Cordinators (and/or their respective afiliates) in their capacities as
international representatives of the international underwriters of the relevant portion of
the International Ofering. Acordingly, the Investor Shares wil be subscribed for
contemporaneously with the closing of the International Ofering, at such time and in
such maner as shal be determined by the Company and the Overal Cordinators.
4.2 Regardles of the time and maner of the delivery of the Investor Shares, the Investor
shal make ful payment of the Agregate Investment Amount, together with the related
Brokerage and Levies (to such Hong Kong dolar bank acount as may be notified to
the Investor by the Overal Cordinators) by same day value credit at or before 8:00
a.m. (Hong Kong time) on the Listing Date in Hong Kong dolars by wire transfer in
imediately available clear funds without any deduction or set-of to such Hong Kong
dolar bank acount as may be notified to the Investor by the Overal Cordinators in
writing no later than two (2) clear busines days prior to the Listing Date, which notice
shal include, among other things, the payment acount details and the total amount
payable by the Investor under this Agrement.
4.3 Subject to due payment(s) for the Investor Shares being made in acordance with clause
4.2, delivery of the Investor Shares to the Investor, as the case may be, shal be made
through CAS by depositing the Investor Shares directly into CAS for credit to
such CAS investor participant acount or CAS stock acount as may be notified
by the Investor to the Overal Cordinators in writing no later than two (2) busines
days prior to the Listing Date.
4.4 Delivery of, and payment for, the Investor Shares may also be made in any other maner
which the Company, the Overal Cordinators, the Joint Sponsors and the Investor may
agre in writing, provided that, delivery of the Investor Shares shal not be later than
thre (3) busines days folowing the last day on which the Ofer Size Adjustment
Option may be exercised, and the payment of the Investor Shares shal not be later than
8:00 a.m. (Hong Kong time) on the Listing Date regardles of the time and maner of
the delivery of the Investor Shares.
4.5 If payment of the Agregate Investment Amount and the related Brokerage and Levies
(whether in whole or in part) is not received or setled in the time and maner stipulated
in this Agrement, the Company, the Overal Cordinators and the Joint Sponsors
reserve the right, in their respective absolute discretions, to terminate this Agrement
and in such event al obligations and liabilities on the part of the Company, the Overal
Cordinators and the Joint Sponsors shal cease and terminate (but without prejudice to
any claim which the Company, the Overal Cordinators and the Joint Sponsors may
have against the Investor arising out of its failure to comply with its obligations under
this Agrement). The Investor shal in any event be fuly responsible for and shal
indemnify, hold harmles and kep fuly indemnified, on an after-tax basis, each of the
Indemnified Parties against any los and damages that they may sufer or incur arising
out of or in conection with any failure on the part of the Investor to pay for the
Agregate Investment Amount and the Brokerage and Levies in ful in acordance with
clause 6.5.
4.6 In the event that the requirement under Rule 8.08(3) of the Listing Rules, in which no
more than 50% of the H Shares in public hands on the Listing Date (prior to the exercise
of the Ofer Size Adjustment Option) can be beneficialy owned by the thre largest
public shareholders, canot be satisfied, the Overal Cordinators, the Joint Sponsors
and the Company shal have the right to adjust the alocation of the number of Investor
Shares to be subscribed for by the Investor in their sole and absolute discretion to satisfy
the requirement under Rule 8.08(3) of the Listing Rules.
4.7 Each of the Company, the Overal Cordinators, the Joint Sponsors and their respective
afiliates, subsidiaries, oficers, directors, supervisors (where aplicable), employes,
staf, asociates, partners, agents, advisors and representatives shal not be liable
(whether jointly or severaly) for any failure or delay in the performance of its
obligations under this Agrement and each of the Company, the Overal Cordinators
and the Joint Sponsors shal be entitled to terminate this Agrement if it is prevented or
delayed from performing its obligations under this Agrement as a result of
circumstances beyond control of the Company, the Overal Cordinators, the Joint
Sponsors and their respective afiliates (as the case may be), including, but not limited
to, acts of God, flod, war (whether declared or undeclared), terorism, national,
international or regional state of emergency, calamity, disaster, crisis, economic
sanctions, explosion, tsunami, earthquake, volcanic eruption, severe transportation
disruption, breakdown of government operations, public disorder, political unrest,
outbreak or escalation of hostilities, pandemic, outbreaks, escalations, mutations or
agravation of diseases or epidemics (including but not limited to SARS, swine or avian
flu, H5N1, HIN1, H1N7, H7N9, MERS and COVID-19 and such related/mutated
forms), fire, riot, rebelion, civil comotion, strike, lockout, other industrial action,
general failure of electricity or other suply, aircraft colision, technical failure,
acidental or mechanical or electrical breakdown, computer failure or failure of any
money transmision system, embargo, labour dispute or other industrial actions and
changes in any existing or future Laws, any existing or future act of governmental
activity or the like.
5.RESTRICTIONS ON THE INVESTOR AND THE HUATAI TRS ULTIMATE
CLIENT
5.1 The Investor for itself agres, covenants with and undertakes to the Company, the
Overal Cordinators and the Joint Sponsors that, unles otherwise specified in this
Agrement, without the prior writen consent of each of the Company, the Overal
Cordinators and the Joint Sponsors, the Investor wil not, and wil cause its afiliates
not to, whether directly or indirectly, at any time during the period comencing from
(and inclusive of) the Listing Date and ending on (and inclusive of) the date faling six
(6)months after the Listing Date (the “Lock-up Period”), directly or indirectly, (i)
dispose of, in any way, any Relevant Shares or any interest in any company or entity
holding any Relevant Shares, including any security that is convertible, exchangeable,
exercisable or represents a right to receive the above securities, or agres, enters into
an agrement or publicly anounces an intention to enter into such a transaction; (i)
alow itself to undergo a change of control (as defined in The Codes on Takeovers and
Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate
beneficial owner; (i) except for the OTC Swaps, enter into any transactions directly or
indirectly with the same economic efect as any aforesaid transaction; or (iv) agre or
contract to, or publicly anounce any intention to, enter into any such transaction
described in (i), (i) or (i) above, and in the event of a disposal of any Relevant Shares
at any time after the Lock-up Period, the Investor wil ensure that such disposal wil
comply with al aplicable Laws.
5.2 The Company, the Joint Sponsors and the Overal Cordinators acknowledge that, after
the expiry of the Lock-up Period specified in clause 5.1, the Investor shal, subject to
requirements under aplicable Laws, be fre to dispose of any Relevant Shares,
provided that the Investor shal use al reasonable endeavors to ensure that any such
lending or disposal wil not create a disorderly or false market in the H Shares and is
otherwise in compliance with al aplicable Laws.
5.3 The Investor agres, covenants with and undertakes to the Company, the Overal
Cordinators and the Joint Sponsors that the Huatai TRS Ultimate Client wil remain
invested in the relevant OTC Swap during the Lock-up Period with substantialy the
same legal efect as clause 5.1 above.
5.4 The Investor hereby confirms to the Company, the Overal Cordinators and the Joint
Sponsors that the tenor of the OTC Swaps is equal to or longer than the Lock-up Period.
5.5 The Investor agres and undertakes that, except with the prior writen consent of the
Company, the Overal Cordinators and the Joint Sponsors, (i) the agregate holding
(direct and indirect) of the Investor and its close asociates in the total isued share
capital of the Company, and (i) the agregate holding (direct and indirect) of the Huatai
TRS Ultimate Client and its close asociates in the total isued share capital of the
Company, shal be les than 10% (or such other percentage as provided in the Listing
Rules from time to time for the definition of “substantial shareholder”) of the
Company’s entire isued share capital at al times and it would not become a core
conected person of the Company within the meaning of the Listing Rules during the
period of 12 months folowing the Listing Date and, further, that the agregate holding
(direct and indirect) of the Investor, the Huatai TRS Ultimate Client and their respective
close asociates (as defined under the Listing Rules) in the total isued share capital of
the Company shal not be such as to cause the total securities of the Company held by
the public (as contemplated in the Listing Rules and interpreted, or (if aplicable)
waived by the Stock Exchange, including but not limited to Rule 8.08 of the Listing
Rules) to fal below the required percentage set out in Rule 8.08 of the Listing Rules or
such other percentage as may be aproved by the Stock Exchange and aplicable to the
Company from time to time. The Investor agres to notify the Company, the Joint
Sponsors and the Overal Cordinators in writing if it comes to its atention of any of
the abovementioned situations.
5.6 The Investor agres that the Investor’s holding of the Company’s share capital is for
and on behalf of the Huatai TRS Ultimate Client which holds the beneficial interest in
such shares, and to, upon reasonable request by the Company, the Overal Cordinators
and/or the Joint Sponsors, provide reasonable evidence to the Company, the Overal
Cordinators and the Joint Sponsors showing that the Huatai TRS Ultimate Client’s
investment in the OTC Swaps in conection with the Investor’s subscription of the
Investor Shares is on a proprietary investment basis of such Huatai TRS Ultimate Client.
Unles otherwise permited by the Stock Exchange and in acordance with the Listing
Rules, the Investor shal not, and shal procure that none of the Huatai TRS Ultimate
Client, the Investor’s and the Huatai TRS Ultimate Client’s respective controling
shareholder(s), asociates and their respective beneficial owners shal, aply for or
place an order through the bok building proces for H Shares in the Global Ofering
(other than the Investor Shares) or make an aplication for H Shares in the Hong Kong
Public Ofering.
5.7 Save for documentation relating to the OTC Swaps and the undertaking to be provided
by the Huatai TRS Ultimate Client to the Investor in conection with the representations,
waranties, lock-up undertakings, restrictions and the other obligations and
undertakings of the Investor contemplated under this Agrement, the Investor, the
Huatai TRS Ultimate Client and their respective afiliates, asociates, directors,
supervisors (where aplicable), oficers, employes, agents or representatives shal not
directly and indirectly acept or enter into any arangement or agrement, including any
side leter, which is inconsistent with, or in contravention of, the Listing Rules
(including Apendix F1 to the Listing Rules, Chapter 4.15 of the Listing Guide or other
writen guidance published by the Hong Kong regulators) with the Company, the
Controling Shareholders (as defined in the Prospectus) of the Company, any other
member of the Group or their respective afiliates, asociates, subsidiaries, directors,
supervisors (where aplicable), oficers, employes, partners, advisors, representatives
or agents. The Investor further confirms and undertakes that none of the Investor, the
Huatai TRS Ultimate Client or their respective afiliates, asociates, subsidiaries,
directors, oficers, employes, partners, advisors, representatives or agents has or wil
acept or enter into such arangements or agrements. The Investor and the Huatai TRS
Ultimate Client wil be responsible for any breach of this clause 5.7 by themselves
respectively as wel as any of their respective afiliates, directors, supervisors (where
aplicable), oficers, employes, staf, asociates, partners, advisors, agents or
representatives.
6. ACKNOWLEDGEMENTS, REPRESENTATIONS, UNDERTAKINGS AND
WARANTIES
6.1 The Investor represents, warants, undertakes, acknowledges, agres and confirms to
each of the Company, the Overal Cordinators and the Joint Sponsors that:
(a) each of the Company, the Overal Cordinators, the Joint Sponsors and their
respective afiliates, subsidiaries, directors, supervisors (where aplicable),
oficers, employes, agents, advisors, asociates, partners and representatives
makes no representation and gives no waranty or undertaking or guarante that
the Global Ofering wil proced or be completed (within any particular time
period or at al) or that the Ofer Price wil be within the indicative range set
forth in the Public Documents, and wil be under no liability whatsoever to the
Investor in the event that the Global Ofering is delayed, does not proced or is
not completed for any reason, or if the Ofer Price is not within the indicative
range set forth in the Public Documents. The Investor hereby waives any right
(if any) to bring any claim or action against any of the Company, the Overal
Cordinators and the Joint Sponsors and their respective afiliates on the basis
that the Global Ofering is delayed or is not completed for any reason by the
dates and times contemplated or at al or if the Ofer Price is not within the
indicative range set forth in the Public Documents;
(b) this Agrement, the background information of the Investor and the Huatai TRS
Ultimate Client and the relationship and arangements betwen the Parties
contemplated by this Agrement and the OTC Swaps wil be required to be
disclosed in the Public Documents and other marketing and roadshow materials
for the Global Ofering and that the Investor and the Huatai TRS Ultimate Client
wil be refered to in the Public Documents and such other marketing and
roadshow materials and anouncements and, specificaly, this Agrement wil
be a material contract required to be filed with regulatory authorities in Hong
Kong and made available as document on display in conection with the Global
Ofering or otherwise pursuant to the Companies (Winding Up and
Miscelaneous Provisions) Ordinance and the Listing Rules;
(c) the information in relation to the Investor and the Huatai TRS Ultimate Client
as required to be submited to the Stock Exchange under the Listing Rules or on
FINI wil be shared with the Company, the Stock Exchange, SFC and such other
Governmental Authority as necesary and wil be included in a consolidated
place list which wil be disclosed on FINI to the Overal Cordinators , and al
such information is true, complete and acurate in al respects and is not
misleading;
(d) the Investor acknowledges and consents that the Company, the Overal
Cordinators and the Joint Sponsors may submit information about its
subscription of the H Shares or otherwise its involvement in the placing
pursuant to this Agrement and the OTC Swaps to the Governmental Authority
(including but not limited to the Stock Exchange, the SFC and the CSRC); and
the Investor acknowledges and undertakes to disclose and provide al necesary
information (including but not limited to the identity of the Investor and the
Huatai TRS Ultimate Client, the OTC Swaps and subscription amount) and
confirms that it has the consent and agrement of the Huatai TRS Ultimate
Client to provide such information in respect of the Huatai TRS Ultimate Client
to the Company, the Joint Sponsors and the Overal Cordinators;
(e) the Ofer Price is to be determined solely and exclusively in acordance with
the terms and conditions of the Global Ofering pursuant to the relevant
underwriting agrements and the Investor and the Huatai TRS Ultimate Client
shal not have any right to raise any objection thereto;
(f) the Investor Shares wil be subscribed for by the Investor through the Overal
Cordinators and/or their afiliates in their capacities as international
representatives of the international underwriters of the International Ofering;
(g) the Investor wil acept the Investor Shares on and subject to the terms and
conditions of the memorandum and articles of asociation or other constituent
or constitutional documents of the Company and this Agrement, and their
amendment from time to time;
(h) to the best of the Investor’s knowledge, each of the Investor and the Huatai TRS
Ultimate Client is not an existing shareholder, conected person or afiliate of
the Company and does not act on behalf of any of the aforementioned persons;
(i) the number of Investor Shares may be afected by re-alocation of H Shares
betwen the International Ofering and the Hong Kong Public Ofering pursuant
to Practice Note 18 to the Listing Rules, or Chapter 4.14 of the Listing Guide,
the placing guidelines set out in Apendix F1 to the Listing Rules or such other
percentage as may be aproved by the Stock Exchange and aplicable to the
Company from time to time;
(j) the Overal Cordinators, the Joint Sponsors and the Company can adjust the
alocation of the number of Investor Shares in their sole and absolute discretion
for the purpose of satisfying (i) Rule 8.08(3) of the Listing Rules, which
provides that no more than 50% of the H Shares in public hands on the Listing
Date can be beneficialy owned by the thre largest public shareholders; or (i)
the minimum public float requirement under Rule 8.08(1) of the Listing Rules
or as otherwise aproved by the Stock Exchange;
(k) at or around the time of entering into this Agrement or at any time hereafter
but before the closing of the International Ofering, the Company, the Overal
Cordinators and/or the Joint Sponsors have entered into, or may and/or propose
to enter into, agrements for similar investments with one or more other
investors as part of the International Ofering;
(l) none of the Company, the Joint Sponsors, the Overal Cordinators, nor any of
their respective afiliates, asociates, subsidiaries, agents, directors, supervisors,
oficers, employes, partners, advisors or representatives nor any other party
involved in the Global Ofering asumes any responsibility for any tax, legal,
curency, economic or other consequences of the acquisition of, or in relation
to any dealings in, the Investor Shares;
(m) the Investor Shares have not ben and wil not be registered under the Securities
Act or the securities law of any state or other jurisdiction of the United States
and may not be ofered, resold, pledged or otherwise transfered directly or
indirectly in the United States or to or for the acount or benefit of any U.S.
Person except pursuant to an efective registration statement or an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act, or in any other jurisdiction or for the acount or benefit of any
persons in any other jurisdiction except as alowed by aplicable Laws of such
jurisdiction;
(n) it understands and agres that transfer of the Investor Shares may only be made
outside the United States in an “ofshore transaction” (as defined in Regulation
S) in acordance with Regulation S and in each case, in acordance with any
aplicable securities laws of any state of the United States and any other
jurisdictions, and any share certificate(s) representing the Investor Shares shal
bear a legend substantialy to such efect;
(o) it understands that none of the Company, the Overal Cordinators, the Joint
Sponsors or any of the international underwriters of the International Ofering,
or their respective subsidiaries, afiliates, directors, supervisors, oficers,
employes, agents, advisors, asociates, partners and representatives has made
any representation as to any available exemption under the Securities Act for
the subsequent reofer, resale, pledge or transfer of the Investor Shares;
(p) it has received (and may in the future receive) information that may constitute
material, non-public information and/or inside information as defined in the
SFO about the Company, its “afiliate” (as defined in Rule 501(b) of Regulation
D under the Securities Act) or otherwise in conection with the Investor’s
investment in (and holding of) the Investor Shares, and it shal: (i) not disclose
such information to any person other than to its afiliates, subsidiaries, directors,
oficers, employes, advisers and representatives and to the Huatai TRS
Ultimate Client (colectively, the “Authorized Recipients”) on a strictly ned-
to-know basis for the sole purpose of evaluating its investment in the Investor
Shares and/or the OTC Swaps or otherwise required by Laws, until such
information becomes public information through no fault on the part of the
Investor or any of its Authorized Recipients; (i) use its best eforts to ensure
that its Authorized Recipients (to whom such information has ben disclosed in
acordance with this clause 6.1(p) do not disclose such information to any
person other than to the Authorized Recipients on a strictly ned-to-know basis;
and (i) not and wil ensure that its Authorized Recipients (to whom such
information has ben disclosed in acordance with this clause 6.1(p) do not
purchase, sel or trade or alternatively, deal, directly or indirectly, in the H
Shares or other securities or derivatives of the Company or its afiliates or
asociates in a maner that could result in any violation of the securities laws
(including any insider trading provisions) of the United States, Hong Kong, the
PRC or any other aplicable jurisdiction relevant to such dealing;
(q) the information contained in this Agrement, the draft Prospectus and the draft
Preliminary Ofering Circular provided to the Investor, the Huatai TRS Ultimate
Client and/or their respective representatives on a confidential basis and any
other material which may have ben provided (whether in writing or verbaly)
to the Investor, the Huatai TRS Ultimate Client and/or their respective
representatives on a confidential basis may not be reproduced, disclosed,
circulated or diseminated to any other person and such information and
materials so provided are subject to change, updating, amendment and
completion, and should not be relied upon by the Investor and/or the Huatai
TRS Ultimate Client in determining whether to invest in the Investor Shares.
For the avoidance of doubt:
(i) neither the draft Prospectus nor the draft Preliminary Ofering Circular
nor any other materials which may have ben provided to the Investor,
the Huatai TRS Ultimate Client and/or their respective representatives
constitutes an invitation or ofer or the solicitation to acquire, purchase
or subscribe for any securities in any jurisdiction where such ofer,
solicitation or sale is not permited and nothing contained in either the
draft Prospectus or the draft Preliminary Ofering Circular or any other
materials which may have ben provided (whether in writing or verbaly)
to the Investor, the Huatai TRS Ultimate Client and/or their respective
representatives shal form the basis of any contract or comitment
whatsoever;
(i) no ofers of, or invitations to subscribe for, acquire or purchase, any H
Shares or other securities shal be made or received on the basis of the
draft Preliminary Ofering Circular or the draft Prospectus or any other
materials which may have ben provided (whether in writing or verbaly)
to the Investor, the Huatai TRS Ultimate Client and/or their respective
representatives; and
(i) the draft Preliminary Ofering Circular or the draft Prospectus or any
other materials which may have ben provided (whether in writing or
verbaly) or furnished to the Investor and/or the Huatai TRS Ultimate
Client and/or their respective representatives, may be subject to further
amendments subsequent to the entering into this Agrement and should
not be relied upon by the Investor and/or the Huatai TRS Ultimate Client
in determining whether to invest in the Investor Shares to the OTC
Swaps and the Investor hereby consents to such amendments (if any)
and waives its rights in conection with such amendments (if any);
(r) this Agrement does not, colectively or separately, constitute an ofer of
securities for sale in the United States or any other jurisdictions in which such
an ofer would be unlawful;
(s) neither the Investor or the Huatai TRS Ultimate Client nor any of their
respective afiliates nor any person acting on its or their behalf has engaged or
wil engage in any directed seling eforts (within the meaning of Regulation S)
with respect to the H Shares or any form of general solicitation or general
advertising (as defined in Regulation D under the Securities Act) or in any
maner involving a public ofering (as defined in Section 4(2) of the Securities
Act) made with respect to the H Shares;
(t) it has ben furnished with al information it dems necesary or desirable to
evaluate the merits and risks of the acquisition for the Investor Shares and has
ben given the oportunity to ask questions and receive answers from the
Company, the Overal Cordinators or the Joint Sponsors concerning the
Company, the Investor Shares or other related maters it dems necesary or
desirable to evaluate the merits and risks of the acquisition for the Investor
Shares, and that the Company has made available to the Investor or its agents
al documents and information in relation to an investment in the Investor
Shares required by or on behalf of the Investor;
(u) in making its investment decision, the Investor has relied and wil rely only, and
the Huatai TRS Ultimate Client has confirmed to the Investor that it has relied
and only relied, on information provided in the International Ofering Circular
isued by the Company and not on any other information (whether prepared by
the Company, the Joint Sponsors, the Overal Cordinators, or their respective
directors, supervisors, oficers, employes, advisors, agents, representatives,
asociates, subsidiaries, partners and afiliates or otherwise) which may have
ben furnished to the Investor and/or the Huatai TRS Ultimate Client by or on
behalf of the Company, the Overal Cordinators and/or the Joint Sponsors
(including their respective directors, supervisors, oficers, employes, advisors,
agents, representatives, asociates, subsidiaries, partners and afiliates) on or
before the date hereof, and none of the Company, the Overal Cordinators, the
Joint Sponsors and their respective directors, supervisors, oficers, employes,
advisors, agents, representatives, asociates, subsidiaries, partners and afiliates
makes any representation and gives any waranty or undertaking as to the
acuracy or completenes of any such information or materials not contained in
the International Ofering Circular and none of the Company, the Overal
Cordinators, the Joint Sponsors and their respective directors, supervisors,
oficers, employes, advisors, agents, representatives, asociates, subsidiaries,
partners and their afiliates has or wil have any liability to the Investor or the
Huatai TRS Ultimate Client or their respective directors, supervisors (if
aplicable), oficers, employes, advisors, agents, representatives, asociates,
subsidiaries, partners and afiliates resulting from their use of or reliance on
such information or materials, or otherwise for any information not contained
in the International Ofering Circular;
(v) none of the Overal Cordinators, the Joint Sponsors, the other underwriters in
conection with the Global Ofering and their respective directors, oficers,
employes, subsidiaries, agents, asociates, afiliates, representatives, partners
and advisors has made any waranty, representation or recomendation to it as
to the merits of the Investor Shares, the subscription, purchase or ofer thereof,
or as to the busines, operations, prospects or condition, financial or otherwise,
of the Company or its subsidiaries or as to any other mater relating thereto or
in conection therewith; and except as provided in the final International
Ofering Circular, none of the Company and its directors, supervisors, oficers,
employes, partners, subsidiaries, agents, asociates, afiliates, representatives
and advisors has made any waranty, representation or recomendation to the
Investor and/or the Huatai TRS Ultimate Client as to the merits of the Investor
Shares, the subscription, purchase or ofer thereof, or as to the busines,
operations, prospects or condition, financial or otherwise, of the Company or its
subsidiaries or as to any other mater relating thereto or in conection therewith;
(w) each of the Investor and the Huatai TRS Ultimate Client wil comply with al
restrictions (if any) aplicable to it from time to time under this Agrement, the
Listing Rules and any aplicable Laws on the disposal by it (directly or
indirectly), of any of the Relevant Shares in respect of which it is or wil be
(directly or indirectly) or is shown by the Prospectus to be the beneficial owner;
(x) each of the Investor and the Huatai TRS Ultimate Client has conducted its own
investigation with respect to the Company, the Group and the Investor Shares
and the terms of the subscription of the Investor Shares provided in this
Agrement, and has obtained its own independent advice (including tax,
regulatory, financial, acounting, legal, curency and otherwise) to the extent it
considers necesary or apropriate or otherwise has satisfied itself concerning,
including the tax, regulatory, financial, acounting, legal, curency and
otherwise related to the investment in the Investor Shares and as to the
suitability thereof for the Investor and the Huatai TRS Ultimate Client, and has
not relied, and wil not be entitled to rely, on any advice (including tax,
regulatory, financial, acounting, legal, curency and otherwise), due diligence
review or investigation or other advice or comfort obtained or conducted (as the
case may be) by or on behalf of the Company or any of the Overal Cordinators,
the Joint Sponsors or the underwriters in conection with the Global Ofering
and none of the Company, the Overal Cordinators, the Joint Sponsors or their
respective asociates, afiliates, subsidiaries, directors, supervisors, oficers,
employes, partners, advisors, agents or representatives, or any other party
involved in the Global Ofering takes any responsibility as to any tax, regulatory,
financial, acounting, legal, curency or other economic or other consequences
of the subscription of the Investor Shares by the Investor or in relation to any
dealings in the Investor Shares;
(y) each of the Investor and the Huatai TRS Ultimate Client understands that no
public market now exists for the Investor Shares, and that none of the Company,
the Overal Cordinators, the Joint Sponsors, the underwriters of the Global
Ofering or their respective subsidiaries, afiliates, directors, supervisors,
oficers, employes, agents, advisors, representatives, asociates and partners,
nor any parties involved in the Global Ofering has made asurances that a
public or active market wil ever exist for the Investor Shares;
(z) the Company and the Overal Cordinators wil have absolute discretion to
change or adjust (i) the number of H Shares to be isued under the Global
Ofering; (i) the number of H Shares to be isued under the Hong Kong Public
Ofering and the International Ofering, respectively; and (i) other adjustment
or re-alocation of H Shares being ofered, the range of Ofer Price and the final
Ofer Price as may be aproved by the Stock Exchange and in compliance with
aplicable Laws;
(a) any trading in the H Shares is subject to compliance with aplicable Laws and
regulations, including the restrictions on dealing in shares under the SFO, the
Listing Rules, the Securities Act and any other aplicable laws, regulations or
relevant rules of any competent securities exchange; and
(b) any ofer, sale, pledge or other transfer made other than in compliance with this
Agrement wil not be recognized by the Company in respect of the Relevant
Shares;
(c) the Investor has agred that the payment for the Agregate Investment Amount
and the related Brokerage and Levies shal be made by 8:00 a.m. (Hong Kong
time) on the Listing Date; and
(d) there are no other agrements in place betwen the Investor or the Huatai TRS
Ultimate Client on the one hand, and the Company, any of the Company’s
shareholders, the Joint Sponsors and/or the Overal Cordinators on the other
hand in relation to the Global Ofering, other than this Agrement, the OTC
Swaps, the undertakings to be provided by the Huatai TRS Ultimate Client to
the Investor in relation to the Global Ofering, and the confidentiality agrement
entered into by the Investor leading up to the Investor’s subscription of the
Investor Shares.
6.2 The Investor further acknowledges, represents, warants and undertakes to each of the
Company, the Overal Cordinators and the Joint Sponsors that:
(a) it has ben duly incorporated and is validly existing and in god standing under
the Laws of its place of incorporation and that there has ben no petition filed,
order made or efective resolution pased for its bankruptcy, liquidation or
winding up;
(b) it is qualified to receive and use the information under this Agrement
(including, among others, this Agrement, the draft Prospectus and the draft
Preliminary Ofering Circular), which would not be contrary to al Laws
aplicable to the Investor or would require any registration or licensing within
the jurisdiction that the Investor is in;
(c) it has the legal right and authority to own, use, lease and operate its asets and
to conduct its busines in the maner presently conducted;
(d) it has ful power, authority and capacity, and has taken al actions (including
obtaining al necesary consents, aprovals and authorizations from any
governmental and regulatory bodies or third parties, if aplicable) required to
execute and deliver this Agrement, enter into and cary out the transactions as
contemplated in this Agrement and perform its obligations under this
Agrement;
(e) this Agrement has ben duly authorized, executed and delivered by the
Investor and constitutes a legal, valid and binding obligation of the Investor
enforceable against it in acordance with the terms of this Agrement;
(f) it has taken, and wil during the term of this Agrement, take al necesary steps
to perform its obligations under this Agrement and to give efect to this
Agrement and the transactions contemplated in this Agrement and to comply
with al relevant Laws;
(g) al consents, aprovals, authorizations, permisions and registrations (the
“Aprovals”) under any relevant Laws aplicable to the Investor and required
to be obtained by the Investor in conection with the subscription for the
Investor Shares under this Agrement have ben obtained and are in ful force
and efect and are not invalidated, revoked, withdrawn or set aside, and none of
the Aprovals is subject to any condition precedent which has not ben fulfiled
or performed. Al Aprovals have not ben withdrawn as at the date of this
Agrement, nor is the Investor aware of any facts or circumstances which may
render the Aprovals to be invalidated, revoked, withdrawn or set aside. The
Investor further agres and undertakes to promptly notify the Company, the
Overal Cordinators and the Joint Sponsors in writing if any of the Aprovals
ceases to be in ful force and efect or is invalidated, revoked, withdrawn or set
aside for any reason;
(h) the execution and delivery of this Agrement by the Investor, and the
performance by it of this Agrement and the subscription for or acquisition of
(as the case may be) the Investor Shares and the consumation of the
transactions contemplated herein wil not contravene or result in a contravention
by the Investor or the Huatai TRS Ultimate Client of (i) the memorandum and
articles of asociation or other constituent or constitutional documents of the
Investor or the Huatai TRS Ultimate Client respectively or (i) the Laws of any
jurisdiction to which the Investor or the Huatai TRS Ultimate Client is
respectively subject in respect of the transactions contemplated under this
Agrement or which may otherwise be aplicable to the Investor or the Huatai
TRS Ultimate Client in conection with the Investor’s subscription for or
acquisition of (as the case may be) the Investor Shares or (i) any agrement or
other instrument binding upon the Investor or the Huatai TRS Ultimate Client
respectively or (iv) any judgment, order or decre of any Governmental
Authority having jurisdiction over the Investor or the Huatai TRS Ultimate
Client respectively;
(i) it has complied and wil comply, and the Huatai TRS Ultimate Client has
confirmed to the Investor that it has complied and wil comply, with al
aplicable Laws in al jurisdictions relevant to the subscription for the Investor
Shares, including to provide, or cause to or procure to be provided, either
directly or indirectly through the Company, the Overal Cordinators and/or the
Joint Sponsors, to the Stock Exchange, the SFC, the CSRC and/or any other
governmental, public, monetary or regulatory authorities or bodies or securities
exchange (colectively, the “Regulators”), and agres and consents to the
disclosure of, such information, in each case, as may be required by aplicable
Laws or requested by any of the Regulators from time to time (including,
without limitation, (i) identity information of the Investor, the Huatai TRS
Ultimate Client and their respective ultimate beneficial owner(s), if any, of the
Investor Shares and/or the person(s) ultimately responsible for the giving of the
instruction relating to the subscription of the Investor Shares (including, without
limitation, their respective name(s) and place(s) of incorporation), (i) the
transactions contemplated hereunder (including, without limitation, the details
of subscription for the Investor Shares, the number of the Investor Shares, the
Agregate Investment Amount, and the lock-up restrictions under this
Agrement); (i) the transaction structure (including any swap arangement
(including the OTC Swaps) or other financial or investment product involving
the Investor Shares, the identity information of the direct and indirect subscriber
and its ultimate beneficial owner(s) and the provider of such swap arangement
or other financial or investment product), and/or (iv) any conected relationship
betwen the Investor, the Huatai TRS Ultimate Client or their respective
beneficial owner(s) and asociates on one hand and the Company and any of its
shareholders on the other hand) (colectively, the “Investor-related
Information”) within the time and as requested by any of the Regulators. The
Investor further authorizes each of the Company, the Overal Cordinators, the
Joint Sponsors and their respective afiliates, asociates, subsidiaries, agents,
directors, supervisors, oficers, employes, partners, advisors and
representatives to disclose any Investor-related Information to such Regulators
and/or in any Public Document or other anouncement or document as required
under the Listing Rules or aplicable Laws or as requested by any relevant
Regulators;
(j) the Investor has such knowledge and experience in financial and busines
maters that (i) it is capable of evaluating the merits and risks of the prospective
investment in the Investor Shares; (i) it is capable of bearing the economic risks
of such investment, including a complete los of the investment in the Investor
Shares; (i) it has received al the information it considers necesary or
apropriate for deciding whether to invest in the Investor Shares; and (iv) it is
experienced in transactions of investing in securities of companies in a similar
stage of development;
(k) its ordinary busines is to buy or sel shares or debentures or it is a Profesional
Investor and by entering into this Agrement, it is not a client of any of the
Overal Cordinators or the Joint Sponsors, the CMIs or the underwriters in
conection with the Global Ofering and transactions contemplated thereunder;
(l) it is subscribing for the Investor Shares without a view to making distribution
of any of the Investor Shares subscribed by it hereunder, and neither the Investor
nor the Huatai TRS Ultimate Client is entitled to nominate any person to be a
director, supervisor or oficer of the Company;
(m) it is doing so in an “ofshore transaction” within the meaning of Regulation S
and it is not a U.S. Person;
(n) the Investor is subscribing for the Investor Shares in a transaction exempt from,
or not subject to, registration requirements under the Securities Act;
(o) each of the Investor and its beneficial owner(s) and/or asociates, and to the
Investor’s best knowledge, the Huatai TRS Ultimate Client and their respective
beneficial owner(s) and/or asociates (i) are third parties independent of the
Company or any of its afiliates; (i) are not conected persons (as defined in
the Listing Rules) or asociates thereof of the Company and the Investor’s
subscription for the Investor Shares and the Huatai TRS Ultimate Client’s
investment in the OTC Swaps wil not constitute a conected transaction under
Chapter 14A of the Listing Rules or result in the Investor, the Huatai TRS
Ultimate Client and their respective beneficial owner(s) becoming conected
persons (as defined in the Listing Rules) of the Company notwithstanding any
relationship betwen the Investor and any other party or parties which may be
entering into (or have entered into) any other agrement or agrements refered
to in this Agrement or the OTS Swaps and wil, imediately after completion
of this Agrement, be independent of and not be acting in concert with (as
defined in the Codes on Takeovers and Mergers and Share Buy-backs
promulgated by the SFC), any conected persons in relation to the control of
the Company; (i) have the financial capacity to met al obligations arising
under this Agrement and the OTC Swaps; (iv) are not, directly or indirectly,
financed, funded or backed by (a) any core conected person (as defined in the
Listing Rules) of the Company or (b) the Company, any of the directors,
supervisors, chief executives, controling shareholder(s)/the Controling
Shareholders (as defined in the Prospectus) (as the case may be), substantial
shareholder(s) or existing shareholder(s) of the Company or any of its
subsidiaries, or a close asociate (as defined in the Listing Rules) of any of them,
and are not acustomed to take and have not taken any instructions from any
such persons in relation to the acquisition, disposal, voting or other disposition
of securities of the Company; (v) do not fal under any category of the persons
described under paragraph 5 in Apendix FI to the Listing Rules (Placing
Guidelines for Equity Securities); and (vi) have no conected relationship with
the Company or any of its shareholders, unles otherwise disclosed to the
Company, the Joint Sponsors and the Overal Cordinators in writing;
(p) the investment in the OTC Swaps wil be fuly funded by the Huatai TRS
Ultimate Client, and the Investor has not obtained and does not intend to obtain
a loan or other form of financing to met its payment obligations under this
Agrement;
(q) each of the Investor, the Huatai TRS Ultimate Client, their respective beneficial
owner(s) and/or asociates, and the person (if any) for whose acount the
Investor is purchasing the Investor Shares and/or its asociates, is not a
“conected client” of any of the Overal Cordinators, the Joint Sponsors, the
bokruner(s), the lead manager(s), the capital markets intermediaries, the
underwriters of the Global Ofering, the lead broker or any distributors. The
terms “conected client”, “lead broker” and “distributor” shal have the
meanings ascribed to them in Apendix F1 (Placing Guidelines for Equity
Securities) to the Listing Rules;
(r) the Investor’s acount is not managed by the relevant exchange participant (as
defined in the Listing Rules) in pursuance of a discretionary managed portfolio
agrement. The term “discretionary managed portfolio” shal have the
meaning ascribed to it in Apendix F1 (Placing Guidelines for Equity Securities)
to the Listing Rules;
(s) neither the Investor, the Huatai TRS Ultimate Client, their respective beneficial
owner(s) nor their respective asociates is a director (including as a director
within the preceding 12 months of the date of this Agrement), supervisor or
existing shareholder of the Company or its asociates or a nomine of any of the
foregoing;
(t) save as previously notified to the Joint Sponsors and the Overal Cordinators
in writing (including the description set out in Schedule 2), neither the Investor,
the Huatai TRS Ultimate Client, nor their respective beneficial owner(s) fal
within (a) any of the place categories (other than “cornerstone investor”) as set
out in the Stock Exchange’s FINI place list template or required to be disclosed
by the FINI interface or the Listing Rules in relation to places; or (b) any of
the groups of places that would be required under the Listing Rules (including
but not limited to Rule 12.08A of the Listing Rules) to be identified in the
Company’s alotment results anouncement;
(u) neither the Investor nor the Huatai TRS Ultimate Client has entered and wil not
enter into any contractual arangement with any “distributor” (as defined in
Regulation S under the Securities Act) with respect to the distribution of the H
Shares, except with its afiliates or with the prior writen consent of the
Company;
(v) the subscription for the Investor Shares wil comply with the provisions of
Apendix F1 (Placing Guidelines for Equity Securities) to the Listing Rules and
Chapter 4.15 of the Listing Guide and the guidelines isued by the SFC (as
updated or amended from time to time) and the Investor wil refrain from acting
in any maner that would cause the Company, the Joint Sponsors and/or the
Overal Cordinators to be in breach of such provisions;
(w) none of the Investor, the Huatai TRS Ultimate Client, their respective beneficial
owner(s) and/or asociates is subscribing for the Investor Shares under this
Agrement with any financing (direct or indirect) by any conected person of
the Company, by any one of the Overal Cordinators or the Joint Sponsors, or
by any one of the underwriters of the Global Ofering; the Investor, the Huatai
TRS Ultimate Client and each of its asociates, if any, is independent of, and
not conected with, the other investors who have participated or wil participate
in the Global Ofering and any of their asociates;
(x) except as provided for in this Agrement and the OTC Swaps, the Investor has
not entered into any arangement, agrement or undertaking with any
Governmental Authority or any third party with respect to any of the Investor
Shares;
(y) save as OTC Swaps or previously disclosed to the Company, the Joint Sponsors
and the Overal Cordinators in writing, the Investor, its beneficial owner(s)
and/or asociates have not entered and wil not enter into any swap arangement
or other financial or investment product involving the Investor Shares;
6.3 The Investor represents and warants to the Company, the Overal Cordinators and the
Joint Sponsors that the description set out in Schedule 2 in relation to it and the group
of companies of which it is a member and al Investor-related Information provided to
and/or as requested by the Regulators and/or any of the Company, the Joint Sponsors
and the Overal Cordinators and their respective afiliates and any information
provided or to be provided by it under or in conection with this Agrement is true,
complete and acurate in al respects and is not misleading. Without prejudice to the
provisions of clause 6.1(b), the Investor irevocably consents to the reference to and
inclusion of its name, the name of the Huatai TRS Ultimate Client and al or part of the
description of this Agrement (including the description set out in Schedule 2) in the
Public Documents, marketing and roadshow materials and such other anouncements
or displayed documents which may be isued by or on behalf of the Company, the
Overal Cordinators and/or the Joint Sponsors, or otherwise submited to any relevant
Regulators, in each case, in conection with the Global Ofering, insofar as necesary
in the sole opinion of the Company, the Overal Cordinators and the Joint Sponsors.
The Investor undertakes to provide as son as posible such further information and/or
suporting documentation relating to it, the Huatai TRS Ultimate Client, their
respective ownership (including ultimate beneficial ownership), the OTC Swaps and/or
otherwise relating to the maters which may reasonably be requested by the Company,
the Overal Cordinators and/or the Joint Sponsors to ensure its compliance with
aplicable Laws and/or companies or securities registration and/or the requests of
competent Regulators including but not limited to the Stock Exchange, the SFC and the
CSRC. The Investor hereby agres that after reviewing the description in relation to it,
the Huatai TRS Ultimate Client and the group of companies of which it is a member to
be included in such drafts of the Public Documents and other marketing materials
relating to the Global Ofering from time to time provided to the Investor and making
such amendments as may be reasonably required by the Investor (if any), the Investor
shal be demed to warant that such description in relation to it, the Huatai TRS
Ultimate Client and the group of companies of which it is a member is true, acurate
and complete in al respects and is not misleading or deceptive.
6.4 The Investor understands that the waranties, undertakings, representations, agrements,
confirmations and acknowledgements in clauses 6.1 and 6.2 are required in conection
with Hong Kong Laws and the securities laws of the United States, amongst others. The
Investor acknowledges that the Company, the Overal Cordinators, the Joint Sponsors,
the underwriters in conection with the Global Ofering, and their respective
subsidiaries, agents, afiliates, asociates, directors, supervisors, oficers, employes,
partners, representatives and advisers, and others wil rely upon the truth, completenes
and acuracy of the Investor’s waranties, undertakings, representations, agrements,
confirmations and acknowledgements set forth therein, and it agres to notify the
Company, the Overal Cordinators and the Joint Sponsors promptly in writing if any
of the waranties, undertakings, representations, agrements, confirmations or
acknowledgements therein ceases to be true, acurate and complete or becomes
misleading or deceptive in any respect.
6.5 The Investor agres and undertakes that the Investor wil on demand fuly and
efectively indemnify and hold harmles, on an after tax basis, each of the Company,
the Overal Cordinators, the Joint Sponsors and the underwriters of the Global
Ofering, each on its own behalf and on trust for its respective afiliates, any person
who controls it within the meaning of the Securities Act as wel as its respective oficers,
directors, supervisors, employes, staf, asociates, partners, advisors, agents and
representatives (colectively, the “Indemnified Parties”), against any and al loses,
costs, expenses, claims, actions, liabilities, procedings or damages which may be made
or established against such Indemnified Party in conection with the subscription of the
Investor Shares and transactions contemplated hereunder, the Investor Shares or this
Agrement in any maner whatsoever, including a breach or an aleged breach of this
Agrement or any act or omision or aleged act or omision hereunder, by or caused
by the Investor, the Huatai TRS Ultimate Client or their respective oficers, directors,
supervisors (where aplicable), employes, staf, afiliates, advisors, agents,
representatives, asociates or partners, and against any and al costs, charges, loses or
expenses which any Indemnified Party may sufer or incur in conection with or
disputing or defending any such claim, action or procedings on the grounds of or
otherwise arising out of or in conection therewith (colectively, the “Loses”).
Notwithstanding the foregoing, the Investor shal not be obligated to indemnify the
Indemnified Parities for the Loses finaly judicialy determined by a court and/or
arbitration panel of competent jurisdiction to have ben caused solely and directly by
the gros negligence, wilful misconduct or fraud of the relevant Indemnified Party. The
provisions of this clause 6.5 shal survive the termination of this Agrement in al
circumstances.
6.6 Each of the acknowledgements, confirmations, agrements, representations, waranties
and undertakings given by the Investor under clauses 6.1, 6.2, 6.3, 6.4 and 6.5 (as the
case may be) shal be construed as a separate acknowledgement, confirmation,
representation, waranty or undertaking and shal be demed to be repeated on the
Listing Date, the Closing.
6.7 The Company represents, warants and undertakes that:
(a) it has ben duly incorporated and is validly existing under the laws of the PRC;
(b) it has ful power, authority and capacity, and has taken al actions required to
enter into and perform its obligations under this Agrement and this Agrement,
when executed, wil constitute its legal, valid and binding obligations;
(c) subject to ful payment and the Lock-Up Period provided under clause 5.1, the
Investor Shares wil, when delivered to the Investor in acordance with clause
4.3, be fuly paid-up, frely transferable and fre from al options, liens, charges,
mortgages, pledges, claims, equities, encumbrances and other third-party rights
and shal rank pari pasu with the H Shares then in isue and to be listed on the
Stock Exchange;
(d) none of the Company and its Controling Shareholders (as defined in the
Prospectus), any member of the Group and their respective afiliates, directors,
supervisors, oficers, employes and agents have entered into any agrement or
arangement, including any side leter which is inconsistent with the Listing
Rules (including Chapter 4.15 of the Listing Guide) with any of the Investors,
the Huatai TRS Ultimate Client or their respective afiliates, directors, oficers,
employes or agents; and
(e) except as provided for in this Agrement, neither the Company or any member
of the Group nor any of their respective afiliates, directors, supervisors, oficers,
employes or agents has entered into any arangement, agrement or
undertaking with any Governmental Authority or any third party with respect to
any of the Investor Shares.
6.8 The Company acknowledges, confirms and agres that the Investor wil be relying on
information contained in the International Ofering Circular and that the Investor shal
have the same rights in respect of the International Ofering Circular as other investors
purchasing H Shares in the International Ofering.
7. TERMINATION
7.1 This Agrement may be terminated:
(a) in acordance with clauses 3.2, 4.5 or 4.7;
(b)solely by the Company, or by each of the Overal Cordinators and the Joint
Sponsors in each of their respective sole direction, in the event that there is a
breach of this Agrement on the part of the Investor (including a material breach
of the representations, waranties, undertakings and confirmations by the
Investor and/or the Huatai TRS Ultimate Client under this Agrement) on or
before the closing of the International Ofering (notwithstanding any provision
to the contrary to this Agrement); or
(c)with the writen consent of al the Parties.
7.2 Without prejudice to clause 7.3, in the event that this Agrement is terminated in
acordance with clause 7.1, the Parties shal not be bound to proced with their
respective obligations under this Agrement (except for the confidentiality obligation
under clause 8.1 set forth below) and the rights and liabilities of the Parties hereunder
(except for the rights under clause 11 set forth below) shal cease and no Party shal
have any claim against any other Parties without prejudice to the acrued rights or
liabilities of any Party to the other Parties in respect of the terms herein at or before
such termination.
7.3 Notwithstanding the above, clauses 6.5, 8.1, 10, 11, 12 and 13 of this Agrement and
the indemnities given by the Investor herein shal survive notwithstanding the
termination of this Agrement in al circumstances.
8.ANOUNCEMENTS AND CONFIDENTIALITY
8.1 Save as otherwise provided in this Agrement, none of the Parties shal disclose any
information concerning this Agrement or the transactions contemplated herein or any
other arangement involving the Company, the Overal Cordinators, the Joint
Sponsors, and the Investor without the prior writen consent of the other Parties.
Notwithstanding the foregoing, this Agrement may be disclosed by any Party:
(a)to the Stock Exchange, the SFC, the CSRC and/or other Regulators to which the
Company, the Overal Cordinators and/or the Joint Sponsors is subject, and the
background of the Investor and the Huatai TRS Ultimate Client and its
relationship betwen the Company and the Investor and the Huatai TRS
Ultimate Client may be described in the Public Documents to be isued by or
on behalf of the Company and marketing, roadshow materials and other
anouncements or documents on display to be isued by or on behalf of the
Company, the Overal Cordinators and/or the Joint Sponsors in conection
with the Global Ofering;
(b)to the legal and financial advisors, auditors, and other advisors, and afiliates,
asociates, directors, supervisors (where aplicable), oficers and relevant
employes, representatives and agents of the Parties on a ned-to-know basis
provided that such Party shal (i) procure that each such legal, financial and
other advisors, and afiliates, asociates, directors, supervisors (where
aplicable), oficers and relevant employes, representatives and agents of the
Party is made aware and complies with al the confidentiality obligations set
forth herein and (i) remain responsible for any breach of such confidential
obligations by such legal, financial and other advisors, and afiliates, asociates,
directors, supervisors (where aplicable), oficers and relevant employes,
representatives and agents of the Party; and
| Party | Contact | Address |
|---|---|---|
| Company | Facsimile: N/A Email: sd@abbbio.com.cn Attention: Xia Tingting | No. 32, Xinglin Road Medical High-tech Zone Taizhou, Jiangsu PRC |
(c) otherwise by any Party as may be required by any aplicable Law, any
Governmental Authority or body with jurisdiction over such Party (including
the Stock Exchange, the SFC and the CSRC) or stock exchange rules (including
submiting this Agrement as a material contract to the Hong Kong Companies
Registry for registration and making it available on display in acordance with
the Companies (Winding Up and Miscelaneous Provisions) Ordinance and the
Listing Rules) or any binding judgment, order or requirement of any competent
Governmental Authority.
8.2 No other reference or disclosure shal be made regarding this Agrement or any
ancilary maters hereto by any Party, except where the disclosing Party shal have
consulted the other Parties in advance to sek their prior writen consent as to the
principle, form and content of such disclosure.
8.3 The Company shal use its reasonable endeavors to provide for review by the Investor
of any statement in any of the Public Documents which relates to this Agrement, the
relationship betwen the Company and the Investor and the Huatai TRS Ultimate Client
and the general background information on the Investor and the Huatai TRS Ultimate
Client prior to publication. The Investor shal coperate with the Company, the Overal
Cordinators and the Joint Sponsors to ensure that al references to it and the Huatai
TRS Ultimate Client in such Public Documents are true, complete, acurate and not
misleading or deceptive and that no material information about it is omited from the
Public Documents, and shal provide any coments and verification documents
promptly to the Company, the Overal Cordinators and the Joint Sponsors and their
respective counsels.
8.4 The Investor undertakes promptly to provide al asistance reasonably required in
conection with the preparation of any disclosure required to be made as refered to in
clause 8.1 (including providing such further information and/or suporting
documentation relating to it and the Huatai TRS Ultimate Client, their respective
background information, their relationship with the Company, their ownership
(including ultimate beneficial ownership) and/or otherwise relating to the maters
refered thereto which may reasonably be required by the Company, the Overal
Cordinators or the Joint Sponsors) to (i) update the description of the Investor and the
Huatai TRS Ultimate Client in the Public Documents subsequent to the date of this
Agrement and to verify such references, and (i) enable the Company, the Joint
Sponsors and the Overal Cordinators to comply with aplicable companies or
securities registration and/or the requests of competent Regulators, including the Stock
Exchange, the SFC and the CSRC.
9. NOTICES
9.1 Al notices delivered hereunder shal be in writing in either the English or Chinese
language and shal be delivered in the maner required by clause 9.2 to the folowing
adreses:
| Party | Contact | Address |
|---|---|---|
| Investor | HTEQDPECW@htsc.com | Room 5808-5812, 58/F, the Center, 99 Queen’s Road Central, Central, Hong Kong |
| CITICS HK | Facsimile: N/A Email: projectpecw@clsa.com; project_pecw@citics.com Attention: Project PECW Deal Team | 18/F, One Pacific Place 88 Queensway Hong Kong |
| CMBI | Facsimile: +852 3900 0865 Email: ecms@cmbi.com.hk Attention: CMBI Equity Capital Markets | 45/F, Champion Tower, 3 Garden Road Central Hong Kong |
| CLSA Limited | Facsimile: N/A Email: projectpecw@clsa.com; project_pecw@citics.com Attention: Project PECW Deal Team | 18/F, One Pacific Place 88 Queensway Hong Kong |
9.3 Any notice delivered hereunder shal be delivered by hand or sent by facsimile, or by
email or by pre-paid post. Any notice shal be demed to have ben received, if
delivered by hand, when delivered and if sent by facsimile, on receipt of confirmation
of transmision, if sent by email, imediately after the time sent (as recorded on the
device from which the sender sent the email, irespective of whether the email is
acknowledged, unles the sender receives an automated mesage that the email is not
delivered), and if sent by pre-paid post, (in the absence of evidence of earlier receipt)
48 hours after it was posted (or six days if sent by air mail). Any notice received on a
day which is not a busines day shal be demed to be received on the next folowing
busines day.
10. GENERAL
10.1 Each of the Parties confirms and represents that this Agrement has ben duly
authorized, executed and delivered by it and constitutes its legal, valid and binding
obligations and is enforceable against it in acordance with its terms. Except for such
consents, aprovals and authorizations as may be required by the Company to
implement the Global Ofering, no corporate, shareholder or other consents, aprovals
or authorizations are required by such Party for the performance of its obligations under
this Agrement and each of the Parties further confirms that it can perform its
obligations described hereunder.
10.2 The obligations of each of the Joint Sponsors and the Overal Cordinators as provided
in this Agrement are several (and not joint or joint and several). None of the Joint
Sponsors or the Overal Cordinators wil be liable for any failure on the part of any of
the other Joint Sponsors or Overal Cordinators to perform their respective obligations
under this Agrement, and no such failure shal afect the rights of any other Joint
Sponsor or Overal Cordinator to enforce the terms of this Agrement.
Notwithstanding the foregoing, each of the Joint Sponsors and the Overal Cordinators
shal be entitled to enforce any or al of its rights under this Agrement either alone or
jointly with other Joint Sponsors or Overal Cordinators, to the extent permited by
aplicable Laws.
10.3 Save for manifest eror, calculations and determinations made in god faith by the
Company and the Overal Cordinators shal be conclusive and binding with respect to
the number of Investor Shares and the Ofer Price and the amount of payment required
to be made by the Investor pursuant to clause 4.2 of this Agrement and for the purposes
of this Agrement.
10.4 The Investor, the Company, the Overal Cordinators and the Joint Sponsors shal
coperate with respect to any notifications to, or consents and/or aprovals of, third
parties which are or may be required for the purposes of or in conection with this
Agrement.
10.5 No alteration to, or variation of, this Agrement shal be efective unles it is in writing
and signed by or on behalf of al the Parties.
10.6 This Agrement wil be executed in English language only.
10.7 Unles otherwise agred by the relevant Parties in writing, each Party shal bear its own
legal and profesional fes, costs and expenses incured in conection with this
Agrement, save that stamp duty arising in respect of any of the transactions
contemplated in this Agrement shal be borne by the relevant transferor/seler and the
relevant transfere/buyer in equal shares.
10.8 Time shal be of the esence of this Agrement but any time, date or period refered to
in this Agrement may be extended by mutual writen agrement among the Parties.
10.9 Al provisions of this Agrement shal so far as they are capable of being performed or
observed continue in ful force and efect notwithstanding the Closing in acordance
with clause 4 except in respect of those maters then already performed and unles they
are terminated with the writen consent of the Parties.
10.10 This Agrement constitutes the entire agrement and understanding betwen the Parties
in conection with the investment in the Company by the Investor. This Agrement
supersedes al prior promises, asurances, waranties, representations, comunications,
understandings and agrements relating to the subject mater hereof, whether writen or
oral.
10.11 To the extent otherwise set out in this clause 10.11, a person who is not a party to this
Agrement has no right under the Contracts (Rights of Third Parties) Ordinance to
enforce any term of this Agrement but this does not afect any rights or remedy of a
third party which exists or is available apart from the Contracts (Rights of Third Parties)
Ordinance:
(a)Indemnified Parties may enforce and rely on Clause 6.5 to the same extent as if
they were a party to this Agrement.
(b)This Agrement may be terminated or rescinded and any term may be amended,
varied or waived without the consent of the persons refered to in sub-clause
10.11(a).
10.12 Each of the Overal Cordinators and Joint Sponsors has the power and is hereby
authorized to delegate al or any of their relevant rights, duties, powers and discretions
in such maner and on such terms as they think fit (with or without formality and
without prior notice of any such delegation being required to be given to the Company
or the Investor) to any one or more of their afiliates. The Overal Cordinators or Joint
Sponsors shal remain liable for al acts and omisions of any of their afiliates to which
they delegate relevant rights, duties, powers and/or discretions pursuant to this sub-
clause notwithstanding any such delegation.
10.13 No delay or failure by a Party to exercise or enforce (in whole or in part) any right
provided by this Agrement or by law shal operate as a release or waiver of, or in any
way limit, that Party’s ability to further exercise or enforce that, or any other, right and
no single or partial exercise of any such right or remedy shal preclude any other or
further exercise of it or the exercise of any other right or remedy. The rights, powers
and remedies provided in this Agrement are cumulative and not exclusive of any rights,
powers and remedies (whether provided by law or otherwise). A waiver of any breach
of any provision of this Agrement shal not be efective, or implied, unles that waiver
is in writing and is signed by the Party against whom that waiver is claimed.
10.14 If at any time any provision of this Agrement is or becomes ilegal, invalid or
unenforceable in any respect under the law of any jurisdiction, that shal not afect or
impair:
(a)the legality, validity or enforceability in that jurisdiction of any other provision
of this Agrement; or
(b)the legality, validity or enforceability under the law of any other jurisdiction of
that or any other provision of this Agrement.
10.15 This Agrement shal be binding upon, and inure solely to the benefit of the Parties and
their respective heirs, executors, administrators, sucesors and permited asigns, and
no other person shal acquire or have any right under or by virtue of this Agrement.
Except for the purposes of internal reorganization or restructuring, no Party may asign
or transfer al or any part of the benefits of, or interest or right in or under this
Agrement. Obligations under this Agrement shal not be asignable.
10.16 Without prejudice to al rights to claim against the Investor for al loses and damages
sufered by the other Parties, if there is any breach of waranties made by the Investor
on or before the Listing Date, the Company, the Overal Cordinators and the Joint
Sponsors shal, notwithstanding any provision to the contrary to this Agrement, have
the right to rescind this Agrement and al obligations of the Parties hereunder shal
cease forthwith.
10.17 Each of the Parties undertakes with the other Parties that it shal execute and perform,
and procure that it is executed and performed, such further documents and acts as may
be required to give efect to the provisions of this Agrement.
10.18 The obligations of each of the Joint Sponsors and the Overal Cordinators as stipulated
in this Agrement are several (and not joint or joint and several). None of the Joint
Sponsors or the Overal Cordinators wil be liable for any failure on the part of any of
the other Joint Sponsors or Overal Cordinators to perform their respective obligations
under this Agrement and no such failure shal afect the right of any of the other Joint
Sponsors or Overal Cordinators to enforce the terms of this Agrement.
Notwithstanding the foregoing, each of the Joint Sponsors and the Overal Cordinators
shal be entitled to enforce any or al of its rights under this Agrement either alone or
jointly with the other Joint Sponsors and Overal Cordinators, to the extent permited
by aplicable Laws.
11.GOVERNING LAW AND JURISDICTION
11.1 This Agrement and the relationship betwen the Parties shal be governed by, and
interpreted in acordance with, the laws of Hong Kong.
11.2 Any dispute, controversy or claim arising out of or in conection with this Agrement,
or the breach, termination or invalidity thereof, shal be resolved by arbitration
administered by the Hong Kong International Arbitration Centre (“HKIAC”) in
acordance with the HKIAC Administered Arbitration Rules in force as of the date of
submiting the arbitration aplication. The place of arbitration shal be Hong Kong and
the governing law of the arbitration clause shal be the laws of Hong Kong. There shal
be thre arbitrators and the language in the arbitration procedings shal be English.
The arbitration procedings shal be confidential. The decision and award of the arbitral
tribunal shal be final and binding on the parties and may be entered and enforced in
any court having jurisdiction, and the parties irevocably and unconditionaly waive any
and al rights to any form of apeal, review or recourse to any judicial authority, insofar
as such waiver may be validly made. Notwithstanding the foregoing, the parties shal
have the right to sek interim injunctive relief or other interim relief from a court of
competent jurisdiction, before the arbitral tribunal has ben apointed. Without
prejudice to such provisional remedies as may be available under the jurisdiction of a
national court, the arbitral tribunal shal have ful authority to grant provisional
remedies or order the parties to request that a court modify or vacate any temporary or
preliminary relief isued by a such court, and to award damages for the failure of any
party to respect the arbitral tribunal’s orders to that efect.
12.IMUNITY
12.1 To the extent that in any procedings in any jurisdiction (including arbitration
procedings), the Investor has or can claim for itself or its asets, properties or revenues
any imunity (on the grounds of sovereignty or crown status or otherwise) from any
action, suit, proceding or other legal proces (including arbitration procedings), from
set-of or counterclaim, from the jurisdiction of any court, from service of proces, from
atachment to or in aid of execution of any judgment, decision, determination, order or
award (including any arbitral award), or from other action, suit or proceding for the
giving of any relief or for the enforcement of any judgement, decision, determination,
order or award (including any arbitral award) or to the extent that in any such
procedings there may be atributed to itself or its asets, properties or revenues any
such imunity (whether or not claimed), the Investor hereby irevocably and
unconditionaly waives and agres not to plead or claim any such imunity in relation
to any such procedings.
13.COUNTERPARTS
13.1 This Agrement may be executed in any number of counterparts, and by each Party
hereto on separate counterparts. Each counterpart is an original, but al counterparts
shal together constitute one and the same instrument. Delivery of an executed
counterpart signature page of this Agrement by e-mail atachment (PDF) or telecopy
shal be an efective mode of delivery.
IN WITNES whereof each of the Parties has executed this Agrement by its duly authorized
signatory on the date set out at the begining.
Schedule 1
SCHEDULE 1
INVESTOR SHARES
Number of Investor Shares
The number of Investor Shares shal be equal to (1) Hong Kong dolar equivalent of US dolar
13,000,000 (calculated using the closing Hong Kong dolar: US dolar exchange rate quoted in
the Prospectus (excluding Brokerage and the Levies which the Investor wil pay in respect of
the Investor Shares) divided by (2) the Ofer Price, rounded down to the nearest whole board
lot of 200 H Shares.
Pursuant to paragraph 4.2 of Practice Note 18 to the Listing Rules, Chapter 4.14 of the Listing
Guide and the waiver as granted by the Stock Exchange (if any), in the event of over-
subscription under the Hong Kong Public Ofering, the number of Investor Shares to be
subscribed for by the Investor under this Agrement might be afected by the realocation of H
Shares betwen the International Ofering and the Hong Kong Public Ofering. If the total
demand for H Shares in the Hong Kong Public Ofering fals within the circumstance as set
out in the section headed “Structure of the Global Ofering – The Hong Kong Public Ofering
– Realocation” in the final prospectus of the Company, the number of Investor Shares may be
deducted on a pro rata basis to satisfy the public demands under the Hong Kong Public Ofering.
Further, the Overal Cordinators, the Joint Sponsors and the Company can adjust the
alocation of the number of Investor Shares in their sole and absolute discretion for the purpose
of satisfying the relevant requirements under the Listing Rules including without limitation (i)
Rule 8.08(3) of the Listing Rules which provides that no more than 50% of the H Shares in
public hands on the Listing Date can be beneficialy owned by the thre largest public
Shareholders, or (i) the minimum public float requirement under Rule 8.08(1)(a) of the Listing
Rules or as otherwise aproved by the Stock Exchange. Further, the Overal Cordinators, the
Joint Sponsors and the Company can adjust the number of Investor Shares in their sole and
absolute discretion for the purpose of compliance with Apendix F1 (Placing Guidelines for
Equity Securities) to the Listing Rules.
Schedule 2
SCHEDULE 2
PARTICULARS OF INVESTOR AND THE HUATAI TRS ULTIMATE CLIENT
The Investor
Place of incorporation: Hong Kong
Certificate of incorporation number: 2183515
Busines registration number: RA000388
LEI number: 21380072FPLBTFOSYG49
Busines adres and telephone number and
contact person:
ROM 4201, 42/F, THE CENTER, 99
QUENS ROAD CENTRAL, HONG
KONG
Principal activities: OTC Derivatives Trading
Ultimate controling shareholder(s): Huatai Securities Co., Ltd. (6886.HK)
Place of incorporation of ultimate
controling shareholder(s):
PRC
Busines registration number and LEI
number of ultimate controling
shareholder(s):
N/A
Principal activities of ultimate controling
shareholder(s):
A security house providing financial services
Shareholder and interests held: Directly held by Huatai International
Financial Holdings Company Limited 100%
Description of the Investor for insertion in
the Prospectus:
Huatai Capital Investment Limited (“HTCI”)
wil act as the single counterparty of a back-
to-back total return swap transaction (the
“Huatai Back-to-back TRS”) to be entered
into by HTCI and Huatai Securities Co., Ltd.
(“Huatai Securities”) in conection with a
total return swap order (the “Huatai Client
TRS”) placed by and fuly funded by ultimate
client (the “Ultimate Client (Xinyang)”), by
which HTCI wil pas the ful economic
return and los of the Ofer Shares placed to
HTCI to the Ultimate Client (Xinyang). The
purpose of HTCI to subscribe for the Ofer
Shares is for hedging the Huatai Back-to-
back TRS in conection with the Huatai
Client TRS order placed by the Ultimate
Schedule 2
Client (Xinyang). HTCI wil hold the
beneficial interest in the Ofer Shares for and
on behalf of the Ultimate Client (Xinyang) on
a non-discretionary basis, and wil pas on
the ful economic return and los of the Ofer
Shares ultimately to the Ultimate Client
(Xinyang) through the Huatai Back-to-back
TRS and the Huatai Client TRS, subject to
customary fes and comisions. HTCI wil
not take part in any economic return or bear
any economic los in relation to the Ofer
Shares. The Ultimate Client (Xinyang) may,
after expiration of the lock-up period
begining from the date of the cornerstone
agrement entered into among HTCI, the
Company, the Joint Sponsors and the Overal
Cordinators, and ending on the date which
is six months from the Listing Date, request
to early terminate the Huatai Client TRS at
its own discretion. Upon the final maturity or
early termination of the Huatai Client TRS by
the Ultimate Client (Xinyang), HTCI wil
acordingly terminate the Huatai Back-to-
back TRS and dispose of the Ofer Shares on
the secondary market and the Ultimate Client
(Xinyang) wil receive a final setlement
amount of the Huatai Client TRS in cash in
acordance with the terms and conditions of
the Huatai Back-to-back TRS and the Huatai
Client TRS. HTCI wil not exercise the
voting right of the Ofer Shares during the
tenor of the Huatai Back-to-back TRS. To the
best of HTCI’s knowledge after having made
al reasonable inquiries, the Ultimate Client
(Xinyang) is an Independent Third Party of
(i) the Company and its conected persons,
and (i) HTCI and the companies which are
members of the same group of HTCI.
HTCI is an indirectly wholy-owned
subsidiary of Huatai Securities, the shares of
which are listed on the Shanghai Stock
Exchange (stock code: 601688) and the
Stock Exchange (stock code: 6886), and the
global depositary receipts of which are listed
on the London Stock Exchange (LON:
HTSC).
The Ultimate Client (Xinyang) is Xinyang
Tianyi Private Securities Investment Fund
Schedule 2
(鑫扬天一私募证券投资基金), a private
investment scheme managed by Jiaxing
Xinyang Private Equity Aset Management
Co., Ltd. (嘉兴鑫扬私募基金管理有限公
司) (“Jiaxing Xinyang”) on a discretionary
basis. Jiaxing Xinyang is a company
established in the PRC, which is engaged in
private equity investment fund management
services with asets under management of
RMB98.0 milion. Jiaxing Xinyang holds the
Qualification of Private Investment Fund
Manager (私募投资基金管理人资格)
acredited by the Aset Management
Asociation of China (中国证券投资基金业
协会). Jiaxing Xinyang is ultimately
controled by Chen Xian (陈先), an
Independent Third Party. As confirmed by
Jiaxing Xinyang, there is no single ultimate
beneficial owner holding 30% or more
interests in the Ultimate Client (Xinyang).
HTCI has invested in, without limitation,
Zhejiang Sanhua Inteligent Controls Co.,
Ltd. (stock code: 2050), Anjoy Fods Group
Co., Ltd. (stock code: 2648) and Nanjing
Leads Biolabs Co., Ltd. (stock code: 9887).
Jiaxing Xinyang has experience participating
as a financial investor in restructurings of
listed companies through equity investments,
including Shandong Oriental Ocean Sci-
Tech Co., Ltd. (山东方海洋科技股份有
限公司), a company listed on the Shenzhen
Stock Exchange (stock code: 002086).
Relevant investor category(ies) (as required
to be included on the Stock Exchange’s
FINI place list template or required to be
disclosed by the FINI interface in relation
to places:
Cornerstone investor
30081805766-v10
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EXECUTION VERSION
Dated July 30, 2025
AB&B BIO-TECH CO., LTD. JS
(江苏中慧元通生物科技股份有限公司)
THE WARANTING SHAREHOLDERS
(named in SCHEDULE 1)
CITIC SECURITIES (HONG KONG) LIMITED
CLSA LIMITED
CMB INTERNATIONAL CAPITAL LIMITED
and
THE HONG KONG UNDERWRITERS
(named in SCHEDULE 2)
HONG KONG UNDERWRITING AGREMENT
relating to the Hong Kong Public Ofering of
3,344,400 H Shares of par value of RMB1.00 each in
AB&B BIO-TECH CO., LTD. JS
(江苏中慧元通生物科技股份有限公司)
30081805766-v10
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03-41082060
THIS AGREMENT is made on July 30, 2025
BETWEN:
- &B BIO-TECH CO., LTD. JS (江苏中慧元通生物科技股份有限公司), a joint
stock company incorporated in the PRC with limited liability, whose registered ofice
is at No. 32, Xinglin Road, Medical High-tech Zone, Taizhou, Jiangsu, PRC (the
“Company”);
- ,
the “Waranting Shareholders” and each, a “Waranting Shareholder”);
- , whose registered ofice is at 18/F,
One Pacific Place, 88 Quensway, Hong Kong (“CITICS”);
- , whose registered ofice is at 18/F, One Pacific Place, 88 Quensway,
Hong Kong (“CLSA”);
- , whose registered ofice is at 45/F,
Champion Tower, 3 Garden Road, Central, Hong Kong (“CMBI”);
(6) THE HONG KONG UNDERWRITERS whose names and adreses are set out in
SCHEDULE 2 (the “Hong Kong Underwriters”).
RECITALS:
(A) The Company is a joint stock company established in the PRC with limited liability on
March 10, 2022, whose predecesor was Ab&B Bio-Tech Co., Ltd. (江苏中慧元通生
物科技有限公司) which was a limited liability company established in the PRC on
October 28, 2015. The Company is registered in Hong Kong as a non-Hong Kong
company under Part 16 of the Companies Ordinance. As at the date of this Agrement,
the Company has a registered capital of RMB360,000,000 divided into 360,000,000
unlisted shares, with a nominal value of RMB1.00 each.
(B) The Company is proposing to list its H Shares (as defined below) on the Stock
Exchange by way of a Global Ofering comprising:
(a) Hong Kong Public Ofering (as defined herein), comprising an ofer for
subscription of the Hong Kong Ofer Shares, in respect of which this Agrement
is being entered into; and
(b) International Ofering (as defined herein), comprising an ofer for subscription
of International Ofer Shares to be isued by the Company and an ofer for sale
of any aditional H Shares which may be isued pursuant to the exercise of the
Ofer Size Adjustment Option (if any).
(C) As of the date hereof, the equity interest in the Company was controled by the
Controling Shareholders (as defined in the Prospectus) as to aproximately 45.55%.
Imediately folowing completion of the Global Ofering (asuming that the Ofer Size
Adjustment Option is not exercised), the Controling Shareholders wil control
aproximately 41.68% of the isued share capital of the Company. The Controling
30081805766-v10
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03-41082060
Shareholders wil therefore remain as the controling shareholders of the Company
imediately upon completion of the Global Ofering.
(D) CITICS and CMBI have ben apointed as the Joint Sponsors to the Company’s Listing
Aplication (as defined herein).
(E) CLSA and CMBI have ben apointed as the Sponsor-Overal Cordinators, the
Overal Cordinators and the Joint Global Cordinators in conection with the Global
Ofering.
(F) The Joint Sponsors have made the Listing Aplication on behalf of the Company.
(G) The Hong Kong Underwriters have agred to severaly (and not jointly or jointly and
severaly) underwrite the Hong Kong Public Ofering upon and subject to the terms and
conditions of this Agrement.
(H) Each of the Company and the Waranting Shareholders have agred to give the
representations, waranties, undertakings and indemnities set out herein in favour of the
Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global
Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs and the Hong
Kong Underwriters.
(I) The Company has apointed Tricor Investor Services Limited to act as its Hong Kong
share registrar for the H Shares.
(J) The Company has apointed Bank of China (Hong Kong) Limited as the Receiving
Bank for the Hong Kong Public Ofering and Bank of China (Hong Kong) Nomines
Limited as the Nomine to hold the aplication monies under the Hong Kong Public
Ofering.
(K) The Company, the Waranting Shareholders, the Joint Sponsors, the Overal
Cordinators and the International Underwriters intend to enter into the International
Underwriting Agrement providing for the underwriting of the International Ofering
by the International Underwriters subject to the terms and conditions set out therein.
(L) The Company is expected to grant to the International Underwriters the Ofer Size
Adjustment Option, exercisable by the Overal Cordinators (for themselves and on
behalf of the International Underwriters), to require the Company to alot and isue up
to an aditional 5,016,200 H Shares, representing aproximately 15% of the H Shares
initialy available under the Global Ofering, to, among other things, cover any exces
demand (if any) in the International Ofering, subject to and on the terms of the
International Underwriting Agrement.
(M) At a meting of the Board held on July 24, 2025, resolutions were pased pursuant to
which, inter alia, the Board has aproved, and Mr. AN Youcai (安有才) or any person
authorised by him was authorized to sign on behalf of the Company, this Agrement
and al the other relevant documents in conection with the Global Ofering.
(N) In conection with the Global Ofering, the Company has submited a filing to the
CSRC on January 24, 2025. The CSRC confirmed completion of such filing on June
25, 2025.
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03-41082060
NOW IT IS HEREBY AGRED as folows:
1 DEFINITIONS AND INTERPRETATION
1.1 Introduction: Except where the context otherwise requires, in this Agrement,
including the Recitals and the Schedules, the folowing words and expresions shal
have the respective meanings set out below:
“Aceptance Date” means August 5, 2025, being the date on which the Aplication
Lists close in acordance with Clause 4.2;
“Acepted Hong Kong Public Ofering Aplications” means the Hong Kong Public
Ofering Aplications which are from time to time acepted in whole or in part pursuant
to Clause 4.3;
“Acounts” means the audited consolidated financial statements of the Group as of and
for the thre years ended December 31, 2023 and 2024 and the thre months ended
March 31, 2025, and al related notes as set out in Apendix I to the Prospectus;
“Admision” means the grant or agrement to grant by the Listing Comite of the
Stock Exchange of the listing on the Main Board of, and permision to deal in, the H
Shares on the Main Board;
“Afiliates” means, in respect of a particular company, any company or other entity
which is its holding company or subsidiary or branch, or any subsidiary or branch of its
holding company, or which directly or indirectly through one or more intermediaries,
controls or is controled by, or is under comon control with, such company. For the
purposes of the foregoing, “control” means the posesion, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract or otherwise, and the
terms “controling”, “controled by” and “under comon control with” shal be
construed acordingly;
“AFRC” means the Acounting and Financial Reporting Council;
“AFRC Levy” means the transaction levy at the rate of 0.00015% of the Ofer Price in
respect of the Ofer Shares imposed by the AFRC;
“Aplication Prof” means the aplication prof of the prospectus of the Company
posted on the Stock Exchange’s website at htp:/w.hkexnews.hk on January 23,
2025 and July 24, 2025;
“Aplication Lists” means the aplication lists in respect of the Hong Kong Public
Ofering refered to in Clause 4.2;
“Aprovals” means al aprovals, sanctions, consents, permisions, certificates,
authorisations, licenses, permits, permisions, clearances, orders, concesions,
qualifications, registrations, declarations, notice of aceptance and franchises from any
person, and filings and registrations with any person, of any relevant jurisdictions,
including, without limitation, Hong Kong and the PRC;
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03-41082060
“Articles of Asociation” means the articles of asociation of the Company as
amended, suplemented or otherwise modified from time to time;
“asociate” or “close asociate” has the respective meaning given to it in the Listing
Rules;
“Board” means the board of directors of the Company;
“Brokerage” means the brokerage at the rate of 1.0% of the Ofer Price in respect of
the Ofer Shares payable by investors in the Global Ofering;
“Busines Day” means a day (other than a Saturday, Sunday or public holiday) on
which banks are open for general banking busines in Hong Kong;
“Capital Market Intermediaries” or “CMIs” means CLSA, CMBI, Livermore
Holdings Limited, Funde Securities Limited, Aristo Securities Limited, BOCI Asia
Limited and ICBC International Securities Limited;
“CAS” means the Central Clearing and Setlement System established and operated
by HKSC;
“Code of Conduct” means the Code of Conduct For Persons Licensed by or Registered
with the SFC, as amended, suplemented or otherwise modified from time to time;
“Companies Ordinance” means the Companies Ordinance (Chapter 622 of the Laws
of Hong Kong), as amended, suplemented or otherwise modified from time to time;
“Companies (Winding Up and Miscelaneous Provisions) Ordinance” means the
Companies (Winding Up and Miscelaneous Provisions) Ordinance (Chapter 32 of the
Laws of Hong Kong), as amended, suplemented or otherwise modified from time to
time;
“Company’s HK & US Counsel” means Linklaters, being the Company’s legal
advisers on Hong Kong and US law, located at 11/F, Alexandra House, Chater Road,
Central, Hong Kong;
“Company’s PRC Counsel” means Grandway Law Ofices, being the Company’s legal
advisers on PRC law, located at 7-8/F News Plaza, No. 26, Jianguomenei Avenue,
Dongcheng District, Beijing, PRC;
“Conditions” means the conditions precedent set out in Clause 2.1;
“Conditions Precedent Documents” means the documents listed in Parts A and B of
SCHEDULE 4;
“Contracts (Rights of Third Parties) Ordinance” means the Contracts (Rights of
Third Parties) Ordinance (Chapter 623 of the laws of Hong Kong), as amended,
suplemented or otherwise modified from time to time;
“Controling Shareholders” has the meaning ascribed to it in the Prospectus;
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03-41082060
“Cornerstone Investment Agrement” means the several cornerstone investment
agrements entered into betwen, inter alia, the Company, the Joint Sponsors, the
Overal Cordinators and the cornerstone investor as described in the Prospectus;
“CSRC” means the China Securities Regulatory Comision of the PRC;
“CSRC Archive Rules” means the Provisions on Strengthening Confidentiality and
Archives Administration of Overseas Securities Ofering and Listing by Domestic
Companies (关于加强境内企业境外发行证券和上市相关保密和档案管理工作的
规定) isued by the CSRC, Ministry of Finance of the PRC, National Administration
of State Secrets Protection of the PRC, and National Archives Administration of the
PRC (efective from 31 March 2023), as amended, suplemented or otherwise modified
from time to time;
“CSRC Filing Rules” means the Trial Administrative Measures of Overseas Securities
Ofering and Listing by Domestic Companies (境内企业境外发行证券和上市管理试
行办法) and suporting guidelines isued by the CSRC (efective from 31 March
2023), as amended, suplemented or otherwise modified from time to time;
“CSRC Filing Report” means the filing report of the Company in relation to the Global
Ofering, including any amendments, suplements and/or modifications thereof, to be
submited to the CSRC pursuant to Article 13 of the CSRC Filing Rules;
“CSRC Filings” means any and al leters, filings, corespondences, comunications,
documents, responses, undertakings and submisions in any form, including any
amendments, suplements and/or modifications thereof, made or to be made to the
CSRC, relating to or in conection with the Global Ofering pursuant to the CSRC
Filing Rules and other aplicable laws, regulations and requirements of the CSRC
(including, without limitation, the CSRC Filing Report);
“CSRC Rules” means the CSRC Filing Rules and the CSRC Archive Rules;
“Directors” means the directors of the Company whose names are set out in the section
headed “Directors, Supervisors and Senior Management” in the Prospectus;
“Disclosure Package” shal have the meaning ascribed to it in the International
Underwriting Agrement;
“Disputes” has the meaning ascribed to it in Clause 18.2;
“Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, right of
first refusal, right of pre-emption, claim, defect, right, interest or preference granted to
any third party, or any other encumbrance or security interest of any kind;
“Expert” means the Joint Sponsors, the Company’s PRC Counsel, the IP Counsel, the
Reporting Acountant and the Industry Consultant;
“Extreme Conditions” means any extreme conditions caused by a super typhon as
anounced by the government of Hong Kong or any extreme conditions or events, the
ocurence of which wil cause interuption to the ordinary course of busines
operations in Hong Kong or that may afect the Listing Date;
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“FINI” means the “Fast Interface for New Isuance”, an online platform operated by
the HKSC that is mandatory for admision to trading and, where aplicable, the
colection and procesing of specified information on subscription in and setlement of
al new listings;
“FINI Agrement” means the FINI agrement dated July 29, 2025 and entered into
betwen the Company and HKSC; “Final Ofering Circular” shal have the meaning
ascribed to it in the International Underwriting Agrement;
“Formal Notice” means the pres anouncement substantialy in the agred form to be
isued in conection with the Hong Kong Public Ofering pursuant to the Listing Rules,
as amended, suplemented or otherwise modified from time to time;
“Global Ofering” means the Hong Kong Public Ofering and the International
Ofering;
“Governmental Authority” means any administrative, governmental or regulatory
comision, board, body, authority or agency, or any stock exchange, self-regulatory
organisation or other non-governmental regulatory authority, or any court, tribunal or
arbitrator, in each case whether national, central, federal, provincial, state, regional,
municipal, local, domestic or foreign;
“Group” means the Company and its Subsidiary;
“Group Company” means a member of the Group;
“H Shares” means ordinary shares of nominal value of RMB1.0 each in the share
capital of the Company, which are to be traded in Hong Kong dolars and to be listed
on the Stock Exchange;
“HK$” or “Hong Kong dolars” means Hong Kong dolars, the lawful curency of
Hong Kong;
“HK eIPO White Form Service” means the facility ofered by the Company through
the HK eIPO White Form Service Provider as the service provider designated by the
Company alowing investors to aply electronicaly to purchase Ofer Shares in the
Hong Kong Public Ofering on a website designated for such purpose, as provided for
and disclosed in the Prospectus;
“HK eIPO White Form Service Provider” means Tricor Investor Services Limited
of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong;
“HKSC” means Hong Kong Securities Clearing Company Limited;
“Hong Kong” means the Hong Kong Special Administrative Region of the People’s
Republic of China;
“Hong Kong Ofer Shares” means the 3,344,400 new H Shares being initialy ofered
by the Company for subscription under the Hong Kong Public Ofering, subject to
adjustment and realocation as provided in Clauses 4.9, 4.10 and 4.13;
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“Hong Kong Public Ofering” means the ofer of the Hong Kong Ofer Shares at the
Ofer Price for subscription by the public in Hong Kong on and subject to the terms and
conditions of the Hong Kong Public Ofering Documents;
“Hong Kong Public Ofering Aplications” means aplications to subscribe for Hong
Kong Ofer Shares made online through HK eIPO White Form Service or through
HKSC EIPO chanel to electronicaly cause HKSC Nomine Limited to aply on
an aplicant’s behalf and otherwise made in compliance with the terms of the Hong
Kong Public Ofering Document, including for the avoidance of doubt Hong Kong
Underwriter’s Aplications;
“Hong Kong Public Ofering Documents” means the Prospectus and the Formal
Notice;
“Hong Kong Share Registrar” means Tricor Investor Services Limited;
“Hong Kong Underwriters” has the meaning ascribed to it in the parties clause;
“Hong Kong Underwriting Comitment” means, in relation to any Hong Kong
Underwriter, the maximum number of Hong Kong Ofer Shares which such Hong Kong
Underwriter has agred to procure subscribers to, or failing which itself as principal to,
subscribe, pursuant to the terms of this Agrement, as shown oposite its name in
SCHEDULE 2, subject to adjustment and realocation as provided in Clauses 4.10 and
4.13;
“Indemnified Parties” means the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs and the Hong Kong Underwriters and each of their respective
subsidiaries, head ofices and branches, asociates and Afiliates and delegates under
Clause 3.5, as wel as their respective representatives, partners, directors, oficers,
employes, and agents, and the sucesors and asigns of al of the foregoing persons;
“Indemnifying Parties” has the meaning ascribed to it under Clause 9.2;
“Industry Consultants” means Frost & Sulivan (Beijing) Inc., Shanghai Branch Co.
located at Rom 2504, Whelock Square, No. 1717, West Nanjing Road, Jingan
District, Shanghai, PRC;
“Intelectual Property” means leters patent, patent aplications, trademarks (both
registered and unregistered), service marks (both registered and unregistered),
registered designs, trade or service names, domain names, software, utility models,
aplications for any of the foregoing and the right to aply for any of the foregoing in
any part of the world, copyright, inventions, confidential information, know-how
(including, without limitation, trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or proceses), busines names and any
similar rights situated in any part of the world, and the benefit (subject to the burden)
of any and al licenses in conection with any of the foregoing;
“International Ofer Shares” means the 30,098,200 H Shares to be initialy ofered to
investors at the Ofer Price under the International Ofering for subscription subject, to
adjustment and realocation in acordance with the International Underwriting
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Agrement, together (where aplicable) with any aditional H Shares to be isued
pursuant to the exercise of the Ofer Size Adjustment Option (if any);
“International Ofering” means the conditional placing by the International
Underwriters, for and on behalf of the Company, of the International Ofer Shares at
the Ofer Price outside the United States (including to profesional and institutional
investors within Hong Kong) in ofshore transactions in reliance on Regulation S under
the Securities Act, or within the United States to qualified institutional buyers in
reliance on Rule 144A or any other exemption from the registration requirements under
the Securities Act, on and subject to the terms and conditions of the International
Underwriting Agrement, the Disclosure Package and the Ofering Circular;
“International Ofering Purchasing Comitment” means, in relation to any
International Underwriter, the maximum number of International Ofer Shares in
respect of which such International Underwriter has agred to procure places, or
failing which itself as principal to purchase, pursuant to the terms of the International
Underwriting Agrement, subject to adjustment and realocation in acordance with the
International Underwriting Agrement and subject to the Ofer Size Adjustment Option
(if any);
“International Underwriters” means the persons named in the International
Underwriting Agrement as such to underwrite the International Ofering;
“International Underwriting Agrement” means the International Underwriting
Agrement relating to the International Ofering to be entered into among the Company,
the Waranting Shareholders, the Joint Sponsors, the Overal Cordinators and the
International Underwriters on or around August 6, 2025;
“Internal Control Consultant” means the internal control consultant apointed by the
Company to conduct internal control review in anticipation of the Global Ofering;
“Investor Presentation Materials” means al information, materials and documents
isued, given or presented in any of the investor presentations and/or roadshow
presentations conducted by or on behalf of the Company in conection with the Global
Ofering;
“IP Counsel” means Jia Yuan Law Ofices, being the Company’s legal advisers on PRC
intelectual property laws, of 32F Building S1, Bund Finance Center, No. 600,
Zhongshan No. 2 Road (E), Huangpu District, Shanghai, PRC;
“Joint Bokruners” means CLSA, CMBI, Livermore Holdings Limited, Funde
Securities Limited, Aristo Securities Limited, BOCI Asia Limited and ICBC
International Securities Limited, being the joint bokruners to the Global Ofering;
“Joint Global Cordinators” means CLSA and CMBI, being the joint global
cordinators to the Global Ofering;
“Joint Lead Managers” means CLSA, CMBI, Livermore Holdings Limited, Funde
Securities Limited, Aristo Securities Limited, BOCI Asia Limited and ICBC
International Securities Limited, being the joint lead managers to the Global Ofering;
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“Joint Sponsors” means CITICS and CMBI, being the joint sponsors to the Listing
Aplication;
“Laws” means al laws, rules, regulations, guidelines, opinions, notices, circulars,
orders, codes, policies, consents, judgments, decres or rulings of any court,
government, law enforcement agency, governmental or regulatory authority whether
national, provincial, municipal or local, domestic or foreign (including, without
limitation, the Stock Exchange, the SFC and the CSRC) of al relevant jurisdictions
(including, without limitation, Hong Kong and the PRC);
“Legal Advisers” means Company’s HK & US Counsel, Company’s PRC Counsel,
Underwriters’ HK & US Counsel and Underwriters’ PRC Counsel;
“Listing Aplication” means the aplication to the Listing Division of the Stock
Exchange for the listing on the Main Board of, and permision to deal in, the H Shares
on the Main Board;
“Listing Comite” means the listing comite of the Stock Exchange;
“Listing Date” means the first day on which the H Shares comence trading on the
Main Board, which is expected to be on August 8, 2025;
“Listing Rules” means the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (as amended from time to time) and the listing
decisions, guidelines and other requirements of the Stock Exchange;
“Main Board” means the stock exchange (excluding the option market) operated by
the Stock Exchange which is independent from and operated in paralel with GEM of
the Stock Exchange;
“Material Adverse Efect” means a material adverse change or a material adverse
efect or any development involving a prospective material adverse change or a
prospective material adverse efect, whether directly or indirectly, on or afecting the
asets, liabilities, general afairs, busines, management, performance, shareholders’
equity, position or condition (financial or otherwise), results of operations, or prospects
of the Group, taken as a whole;
“Nomine” means Bank of China (Hong Kong) Nomines Limited, in whose name the
aplication moneys are to be held by Receiving Bank under the Receiving Bank
Agrement;
“OC Anouncement(s)” means the anouncements dated January 23, 2025 and July
24, 2025 seting out the name(s) of the overal cordinators apointed by the Company
in conection with the Global Ofering, including any subsequent related
anouncement(s) (if aplicable);
“Ofer Price” means the final price per Ofer Share (exclusive of Brokerage, Trading
Fe, AFRC Levy and Transaction Levy) at which the Ofer Shares are to be subscribed
and/or purchased pursuant to the Global Ofering, which price is expected to be not
more than HK$15.50 and not les than HK$12.90 per Ofer Share, to be determined in
acordance with Clause 6.1 and recorded in the Price Determination Agrement;
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“Ofer Shares” means the Hong Kong Ofer Shares and the International Ofer Shares
being ofered at the Ofer Price under the Global Ofering;
“Ofer Size Adjustment Option” means the option to be granted by the Company to
the International Underwriters, exercisable by the Overal Cordinators (for themselves
and on behalf of the International Underwriters) under the International Underwriting
Agrement, pursuant to which the Company may be required to alot and isue up to an
agregate of 5,016,200 aditional H Shares, representing in agregate aproximately
15% of the initial number of Ofer Shares, at the Ofer Price to, among other things,
cover any exces demand (if any) in the International Ofering, on and subject to the
terms of the International Underwriting Agrement;
“Ofer Size Adjustment Option Shares” means up to 5,016,200 aditional H Shares
which the Company may be required to isue upon the exercise of the Ofer Size
Adjustment Option (if any);
“Ofering Circular” means the final ofering circular to be isued by the Company in
conection with the International Ofering;
“Ofering Documents” means the Hong Kong Public Ofering Documents, the
Disclosure Package, the Preliminary Ofering Circular, the Final Ofering Circular, and
any other anouncement, documents, materials, comunications or information made,
isued, given, released or used in conection with or in relation to the contemplated
ofering and sale of the Ofer Shares or otherwise in conection with the Global
Ofering, including without limitation, any Investor Presentation Materials relating to
the Ofer Shares, and in each case, al amendments or suplements thereto, whether or
not aproved by the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the
Joint Global Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs
or any of the Underwriters;
“Operative Documents” means the Price Determination Agrement, the Receiving
Bank Agrement, the Registrar Agrement, the Cornerstone Investment Agrement,
and the FINI Agrement, including al amendments and suplements to any of them;
“Overal Cordinators” means CLSA and CMBI;
“Over-Subscription” has the meaning ascribed to it in Clause 4.9;
“PHIP” means the post hearing information pack of the Company posted on the Stock
Exchange’s website at htp:/w.hkexnews.hk on July 27, 2025, as amended or
suplemented by any amendment or suplement thereto;
“PRC” means the People’s Republic of China which, for the purposes of this Agrement
only, excludes Hong Kong, Macau Special Administrative Region of the People’s
Republic of China and Taiwan;
“PRC Company Law” means the Company Law of the PRC;
“Preliminary Ofering Circular” means the preliminary ofering circular dated July
31, 2025 isued by the Company and stated therein to be subject to amendment and
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completion, as amended or suplemented by any amendment or suplement thereto
prior to the Time of Sale (as defined in the International Underwriting Agrement);
“Price Determination Agrement” means the agrement in the agred form to be
entered into betwen the Company and the Overal Cordinators (for themselves and
on behalf of the Underwriters) on the Price Determination Date to record the Ofer
Price;
“Price Determination Date” means the date on which the Ofer Price is fixed for the
purposes of, among others, the Hong Kong Public Ofering in acordance with Clause
6.1;
“Procedings” has the meaning ascribed to it in Clause 9.2;
“Prospectus” means the prospectus in the agred form to be isued by the Company in
conection with the Hong Kong Public Ofering, and al amendments or suplements
thereto;
“Prospectus Date” means the date of isue of the Prospectus, which is expected to be
on or about July 31, 2025;
“Receiving Bank” means Bank of China (Hong Kong) Limited, the receiving bank
apointed by the Company in conection with the Hong Kong Public Ofering pursuant
to the Receiving Bank Agrement;
“Receiving Bank Agrement” means the agrement dated July 29, 2025 entered into
betwen the Company, the Receiving Bank, the Joint Sponsors, the Overal
Cordinators, the Nomine and the Hong Kong Share Registrar for the apointment of
the Receiving Bank and the Nomine in conection with the Hong Kong Public
Ofering;
“Registrar Agrement” means the agrement dated July 25, 2025 entered into betwen
the Company and the Hong Kong Share Registrar in relation to the apointment of the
Hong Kong Share Registrar;
“Relevant Hong Kong Public Ofering Aplication” means, in relation to any Hong
Kong Underwriter, a Hong Kong Public Ofering Aplication made or procured to be
made by such Hong Kong Underwriter which is aplied pursuant to Clause 4.5 to
reduce the Hong Kong Underwriting Comitment of such Hong Kong Underwriter;
“Renminbi” and “RMB” mean Renminbi, the lawful curency of the PRC;
“Reporting Acountant” means Deloite Touche Tohmatsu, Certified Public
Acountants and Registered Public Interest Entity Auditor;
“Securities Act” means the United States Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder;
“Securities and Futures Ordinance” means the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong), as amended, suplemented or otherwise
modified from time to time;
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“SFC” means the Securities and Futures Comision of Hong Kong;
“Shares” means ordinary shares of nominal value of RMB1.0 each in the share capital
of the Company, comprising, Unlisted Shares and H Shares;
“Sponsor-Overal Cordinators” or “Sponsor-OCs” means CLSA and CMBI;
“Sponsor-OC Engagement Leters” means the engagement leter entered into
betwen the Company and CLSA dated November 11, 2024 and the engagement leter
entered into betwen the Company and CMBI dated November 11, 2024;
“Stabilising Manager” has the meaning ascribed to it in Clause 6.3;
“Stock Exchange” means The Stock Exchange of Hong Kong Limited;
“Subsidiary” means the company named in the Hong Kong Prospectus as subsidiary
of the Company, being Yither Biotechnology (Shanghai) Co., Ltd. (易慧生物技术(上
海)有限公司);
“Supervisors” means the supervisors of the Company whose names are set out in the
section headed “Directors, Supervisors and Senior Management” in the Prospectus;
“Taxation” or “Taxes” means al present or future taxes, levies, imposts, duties, fes,
asesments or other charges of whatever nature imposed, asesed or levied by any
Governmental Authority, whether by way of actual asesment, los of alowance,
witholding, deduction or credit available for relief or otherwise, including al interest,
aditions to tax, penalties or similar liabilities with respect thereto and al forms of
taxation whenever created, imposed or arising and whether of Hong Kong, the PRC,
the United States or of any other part of the world and, without prejudice to the
generality of the foregoing, includes al forms of taxation on or relating to profits,
salaries, interest and other forms of income, taxation on capital gains, sales and value
aded taxation, estate duty, death duty, capital duty, stamp duty, payrol taxation,
busines tax, witholding taxation, rates and other taxes or charges relating to property,
customs and other import and excise duties, and generaly any taxation, duty, impost,
levy, rate, charge or any amount payable to taxing, revenue, customs or fiscal
authorities whether of Hong Kong, the PRC, the United States or of any other part of
the world, whether by way of actual asesment, witholding, los of alowance,
deduction or credit available for relief or otherwise, and including al interest, aditions
to tax, penalties or similar liabilities arising in respect of any taxation;
“Trading Fe” means the trading fe at the rate of 0.00565% of the Ofer Price in
respect of the Ofer Shares imposed by the Stock Exchange;
“Transaction Levy” means the transaction levy at the rate of 0.0027% of the Ofer
Price in respect of the Ofer Shares imposed by the SFC;
“Under-Subscription” has the meaning ascribed to it in Clause 4.4;
“Underwriters” means the Hong Kong Underwriters and the International
Underwriters;
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“Underwriters’ HK & US Counsel” means Cliford Chance, being the Underwriters’
legal advisers on Hong Kong and US law, of 27/F Jardine House, One Conaught Place,
Central, Hong Kong;
“Underwriters’ PRC Counsel” means Comerce & Finance Law Ofices, being the
Underwriters’ legal advisers on PRC law, of 12-15
th
Flor, China World Ofice 2, No.
1 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC;
“Unlisted Shares” means ordinary shares of nominal value of RMB1.0 each in the
share capital of the Company, which are not listed on any stock exchange;
“Unsubscribed Shares” has the meaning ascribed to it in Clause 4.4;
“United Kingdom” means the United Kingdom of Great Britain and Northern Ireland;
“US”, “U.S.” and “United States” means the United States of America;
“US$” or “USD” or “U.S. dolars” means United States dolars, the lawful curency for
the time being of the United States;
“Verification Notes” means the verification notes relating to the Prospectus, copies of
which have ben signed and aproved by, among others, the Directors, and delivered
or wil be delivered to the Joint Sponsors;
“Waranties” means the representations, waranties and undertakings given by the
Warantors as set out in SCHEDULE 3;
“Warantors” means the Company and the Waranting Shareholders and
“Warantor” means each of them;
1.2 Recitals and Schedules: The Recitals and Schedules form part of this Agrement and
shal have the same force and efect as if expresly set out in the body of this Agrement
and any reference to this Agrement shal include the Recitals and the Schedules.
1.3 References: Except where the context otherwise requires, references in this Agrement
to:
1.3.1 statutes or statutory provisions, rules or regulations (whether or not having the
force of law), shal be construed as references to the same as amended, varied,
modified, consolidated or re-enacted or both from time to time (whether before
or after the date of this Agrement) and to any subordinate legislation made
under such statutory provisions;
1.3.2 a “company” shal include any company, corporation or other body corporate,
whenever and however incorporated or established;
1.3.3 a “person” shal include any individual, body corporate, unincorporated
asociation or partnership, joint venture, government, state or agency of a state
(whether or not having separate legal personality);
1.3.4 a “subsidiary” or a “holding company” are to the same as defined in section
15 and 13 of the Companies Ordinance;
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1.3.5 “Clauses”, “Paragraphs”, “Recitals” and “Schedules” are to clauses and
paragraphs of and recitals and schedules to this Agrement;
1.3.6 “parties” are to the parties to this Agrement;
1.3.7 the terms “herein”, “hereof”, “hereto”, “hereinafter” and similar terms, shal
in each case refer to this Agrement taken as a whole and not to any particular
clause, paragraph, sentence, schedule or other subdivision of this Agrement;
1.3.8 the terms “or”, “including” and “and” are not exclusive;
1.3.9 the terms “purchase” and “purchaser”, when used in relation to the Hong Kong
Ofer Shares, shal include, a subscription for the Hong Kong Ofer Shares and
a subscriber for the Hong Kong Ofer Shares, respectively and the terms “sel”
and “sale”, when used in relation to the Hong Kong Ofer Shares, shal include
an alotment or isuance of the H Shares by the Company;
1.3.10 a document being “in the agred form” are to a document in a form from time
to time (whether on or after the date hereof) agred betwen the Company and
the Overal Cordinators (for themselves and on behalf of the Underwriters);
1.3.11 a “certified copy” means a copy certified as a true copy by a Director or the
secretary of the Company, the Company’s PRC Counsel or the Company’s HK
& US Counsel;
1.3.12 “writen” or “in writing” shal include any mode of reproducing words in a
legible and non-transitory form; and
1.3.13 times of day and dates are to Hong Kong times and dates, respectively.
1.4 Headings: The headings in this Agrement are for convenience only and shal not afect
the interpretation of this Agrement.
1.5 Genders and plurals: In this Agrement, words importing a gender shal include the
other genders and words importing the singular shal include the plural and vice versa.
2 CONDITIONS
2.1 Conditions precedent: The obligations of the Hong Kong Underwriters under this
Agrement are conditional on the folowing conditions precedent being satisfied or,
where aplicable, waived:
2.1.1 the Joint Sponsors and the Overal Cordinators (for themselves and on behalf
of the Underwriters) receiving al Conditions Precedent Documents as set out
in Part A of SCHEDULE 4 and Part B of SCHEDULE 4, in form and substance
satisfactory to the Joint Sponsors and the Overal Cordinators, not later than
8:00 p.m. on the Busines Day imediately before the Prospectus Date and 8:00
p.m. on the Busines Day imediately before the Listing Date or such later time
and/or date as the Joint Sponsors and the Overal Cordinators (for themselves
and on behalf of the Underwriters) may agre, respectively;
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2.1.2 the isue by the Stock Exchange of a certificate of authorisation of registration
in respect of the Prospectus and the registration by the Registrar of Companies
in Hong Kong of one copy of the Prospectus, duly certified by two Directors (or
by their atorneys duly authorised in writing) as having ben aproved by
resolutions of the Board and having atached thereto al necesary consents and
documents required by section 342C (subject to any certificate of exemption
granted pursuant to section 342A) of the Companies (Winding Up and
Miscelaneous Provisions) Ordinance not later than 6:00 p.m. or such later time
as agred by the Stock Exchange or the Registrar of Companies in Hong Kong
(as the case may be) on the Busines Day before the Prospectus Date;
2.1.3 Admision having ocured and become efective (either unconditionaly or
subject only to alotment and isue of the relevant Ofer Shares, despatch,
deposit into CAS or availability for colection of share certificates in respect
of the Ofer Shares and/or such other conditions as may be aceptable to the
Joint Sponsors and the Overal Cordinators (for themselves and on behalf of
the Underwriters) on or before the Listing Date (or such later date as the Joint
Sponsors and the Overal Cordinators may (for themselves and on behalf of
the Underwriters) agre in writing) and Admision not subsequently having
ben revoked prior to the comencement of trading of the H Shares on the Main
Board;
2.1.4 admision into CAS in respect of the H Shares having ocured and
becoming efective (either unconditionaly or subject only to alotment and
isue of the relevant Ofer Shares, despatch, deposit into CAS or availability
for colection of share certificates in respect of the Ofer Shares and/or such
other conditions as may be aceptable to the Overal Cordinators (for
themselves and on behalf of the Hong Kong Underwriters) on or before the
Listing Date (or such later date as the Overal Cordinators may (for themselves
and on behalf of the Hong Kong Underwriters) agre in writing);
2.1.5 the Ofer Price having ben fixed and the Price Determination Agrement
having ben duly executed by the Company and the Overal Cordinators (for
themselves and on behalf of the Underwriters), on the Price Determination Date
and the Company) in acordance with Clause 6.1 and such agrement not
subsequently having ben terminated;
2.1.6 the execution and delivery of the International Underwriting Agrement by the
parties thereto on the Price Determination Date and such agrement not
subsequently having ben terminated, the obligations of the International
Underwriters under the International Underwriting Agrement having become
unconditional in acordance with its terms, save for the condition therein
relating to the obligations of the Hong Kong Underwriters under this Agrement
(and any condition for this Agrement to become unconditional), and the
International Underwriting Agrement not having ben terminated in
acordance with its terms or otherwise, prior to 8:00 a.m. on the Listing Date;
2.1.7 the CSRC having acepted the CSRC Filings and published the filing results in
respect of the CSRC Filings on its website, and such notice of aceptance and/or
filing results published not having otherwise ben rejected, withdrawn, revoked
or invalidated prior to 8:00 a.m. on the Listing Date;
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2.1.8 the Waranties being true, acurate, and not misleading and not being breached
on and as of the date of this Agrement and the dates and times on which they
are demed to be repeated under this Agrement (as if they had ben given and
made on such date and time by reference to the facts and circumstances then
subsisting);
2.1.9 each of the Warantors having complied with this Agrement and satisfied al
the obligations and conditions on its part under this Agrement to be performed
or satisfied (or otherwise waived in acordance with the terms stated herein) on
or prior to the respective times and dates by which such obligations must be
performed or conditions must be met; and
2.1.10 the Company having obtained from or made to (as the case may be) the relevant
Authorities al aplicable Aprovals in conection with the Global Ofering,
including that al of the waivers or exemptions as stated in the Prospectus to be
granted by the Stock Exchange or the SFC (as aplicable) having ben granted,
and al such Aprovals are valid and are not otherwise revoked, rejected,
withdrawn, amended or invalidated.
2.2 Procure fulfilment: The Company undertakes to the Joint Sponsors, the Sponsor-OCs,
the Overal Cordinators, the Joint Global Cordinators, the Joint Bokruners, the
Joint Lead Managers, the CMIs and the Hong Kong Underwriters to, and the
Waranting Shareholders shal procure that the Company shal, use its best endeavours
to procure the fulfilment of the Conditions and to do such things and take such actions
as are necesary to ensure that Admision is obtained and not canceled or revoked, on
or before the relevant time or date specified therefor and, in particular, shal furnish
such information, suply such documents, pay such fes, give such undertakings and
do al acts and things as may be required by the Joint Sponsors, the Overal Cordinators
(for themselves and on behalf of the Hong Kong Underwriters), the Stock Exchange,
the SFC, the CSRC and the Registrar of Companies in Hong Kong and any other
relevant Governmental Authority for the purposes of or in conection with the
aplication for the listing of and the permision to deal in the H Shares and the
fulfilment of such Conditions.
2.3 Extension: The Joint Sponsors and the Overal Cordinators (for themselves and on
behalf of the Hong Kong Underwriters) shal have the right, in their sole and absolute
discretion, on or before the last day on which each of the Conditions is required to be
fulfiled, either:
2.3.1 to extend the deadline for the fulfilment of any or al Conditions by such number
of days/hours and/or in such maner as the Joint Sponsors and the Overal
Cordinators may, after consultation with and taking into acount the
reasonable opinion of the Company, determine (in which case the Joint
Sponsors and the Overal Cordinators shal be entitled to extend the other dates
or deadlines refered to in this Agrement in such maner as they dem
apropriate, provided that no extension shal be made beyond August 30, 2025
(being the date which is 30
th
days after the Prospectus Date) and any such
extension and the new timetable shal be notified by the Overal Cordinators
to the other parties to this Agrement as son as practicable after any such
extension is made); or
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2.3.2 in respect of the Condition set out in Clause 2.1.1, to waive or modify (with or
without condition(s) atached and in whole or in part) such Condition and to
notify the Company in writing acordingly.
2.4 Conditions not satisfied: Without prejudice to Clauses 2.3 and 9, if any of the
Conditions has not ben fulfiled in acordance with the terms hereof on or before the
date or time specified therefor without any subsequent extension of time or waiver or
modification in acordance with the terms hereof, this Agrement shal terminate with
imediate efect and the provisions of Clause 11.2 shal aply.
2.5 No waiver in certain circumstances: The Joint Sponsors’ or Overal Cordinators’
consent to or knowledge of any amendments / suplements to the Ofering Documents
subsequent to their respective isues or distributions wil not (i) constitute a waiver of
any of the Conditions; or (i) result in any los of their right to terminate this Agrement
for themselves and on behalf of the Hong Kong Underwriters.
3 APOINTMENTS
3.1 Apointment of the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators,
the Joint Global Cordinators, the Joint Bokruners, the Joint Lead Managers
and the CMIs: The Company hereby confirms and acknowledges its apointment, to
the exclusion of al others, of (i) the Joint Sponsors as the joint sponsors in respect of
its aplication for Admision and its Listing Aplication; (i) the Sponsor-OCs as the
sponsor-overal cordinators in respect of the Global Ofering; (i) the Overal
Cordinators as the overal cordinators in respect of the Global Ofering; (iv) the Joint
Global Cordinators as the joint global cordinators in respect of the Global Ofering;
(v) the Joint Bokruners as the joint bokruners of the Global Ofering; (vi) the Joint
Lead Managers as the joint lead managers of the Global Ofering, and (vi) the CMIs
as the capital market intermediaries in respect of the Global Ofering, and each of the
Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global
Cordinators, the Joint Bokruners, the Joint Lead Managers and the CMIs, relying
on the Waranties and subject to the conditions of this Agrement, hereby confirms and
acknowledges its aceptance of such apointment(s) hereunder.
3.2 Apointment of Receiving Bank and Nomine: The Company has apointed (i) the
Receiving Bank to act as receiving bank in conection with the Hong Kong Public
Ofering, and (i) the Nomine to hold the aplication monies received pursuant to the
Hong Kong Public Ofering, in both cases on the terms and on the basis set out in the
Receiving Bank Agrement. The Company shal procure the Nomine to undertake to
hold and deal with such aplication monies on the terms and conditions set out in the
Receiving Bank Agrement.
3.3 Apointment of the Hong Kong Share Registrar: The Company has apointed the
Hong Kong Share Registrar to provide services in conection with the procesing of
the Hong Kong Public Ofering Aplications on and subject to the terms and conditions
of the Registrar Agrement. The Company has also apointed the Hong Kong Share
Registrar to act as HK eIPO White Form Service Provider on and subject to the terms
of any separate agrement betwen them. The Company undertakes with the Joint
Sponsors, the Overal Cordinators and the Hong Kong Underwriters to procure that
the Hong Kong Share Registrar and HK eIPO White Form Service Provider shal do al
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such acts and things as may be required to be done by them in conection with the Hong
Kong Public Ofering and its asociated transactions.
3.4 Apointment of Hong Kong Underwriters: The Company hereby apoints the Hong
Kong Underwriters on the terms and subject to the conditions of this Agrement, and
to the exclusion of al others, as underwriters of the Hong Kong Public Ofering, to
asist the Company in ofering to the public in Hong Kong the Hong Kong Ofer Shares
at the Ofer Price (together with Brokerage, Trading Fe, AFRC Levy and Transaction
Levy) in acordance with the provisions of this Agrement and on the terms and
conditions set out in the Hong Kong Public Ofering Documents, and the Hong Kong
Underwriters, relying on the Waranties and subject to the terms and conditions set out
in this Agrement, severaly acept the apointment and severaly agre, in the event
that an Under-Subscription shal ocur, to procure subscribers for the Unsubscribed
Shares comprised in the Under-Subscription or, failing that, themselves to subscribe for
such Unsubscribed Shares as principals in acordance with the terms and conditions of
this Agrement and the Hong Kong Public Ofering Documents. Such obligations of
each Hong Kong Underwriter to procure subscribers, or to subscribe as principals, for
the Hong Kong Ofer Shares comprised in an Under-Subscription:
3.4.1 are several (and not joint or joint and several);
3.4.2 shal initialy extend to a number of Hong Kong Ofer Shares up to but not
exceding such Hong Kong Underwriter’s initial Hong Kong Underwriting
Comitment hereunder; and
3.4.3 if required to be performed, shal be performed in acordance with the
provisions of Clauses 4.4 and 4.7.
None of the apointes under Clauses 3.1 to 3.4 shal be liable for any failure on the
part of any other apointes to perform its obligations under this Agrement and no
such failure shal afect the right of any of the other apointes to enforce its rights
under this Agrement. Notwithstanding the foregoing, each of the apointes under
Clauses 3.1 to 3.4 shal be entitled to enforce any of its rights under this Agrement
either alone or jointly with the other apointes.
3.5 Delegation: Each apointment refered to in Clauses 3.1 and 3.4 is made on the basis,
and on terms, that each apointe is irevocably authorised to delegate al or any of its
relevant rights, duties, powers and discretions in such maner and on such terms as it
thinks fit (with or without formality and without prior notice of any such delegation
being required to be given to the Company) to any one or more of its Afiliates or any
other person so long as such Afiliates or person(s) are permited by aplicable Law to
discharge the duties confered upon them by such delegation. Each of the apointe
shal remain liable for al acts and omisions of any of its Afiliates or any other person
to which it delegates relevant rights, duties, powers and/or discretions pursuant to this
Clause 3.5.
3.6 Conferment of authority: The Company hereby confirms that the foregoing
apointments under Clauses 3.1 and 3.4 confer on each of the apointes and its
Afiliates, and their respective delegates under Clause 3.5, al rights, powers, authorities
and discretions on behalf of the Company which are necesary for, or incidental to, the
performance of its roles as a Joint Sponsor, Overal Cordinator, Joint Global
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Cordinator, Joint Bokruner, Joint Lead Manager, CMI or Hong Kong Underwriter
(as the case may be) of the Global Ofering and the aplication for Admision, and
hereby agres to ratify and confirm everything each such apointe, Afiliate and
delegate under Clause 3.5 has done or shal do in the exercise of such rights, powers,
authorities and discretions. The Company undertakes with the Joint Bokruners and
Hong Kong Underwriters that it wil procure that there is no ofer, sale or distribution
of the Hong Kong Ofer Shares otherwise than in acordance with and on the terms and
conditions of the Hong Kong Public Ofering Documents and this Agrement.
3.7 Limitation of liability: None of the apointes pursuant to Clauses 3.1 and 3.4 or the
other Indemnified Parties shal be responsible for any los, cost, expense or damage to
any persons arising from any transaction caried out by such apointe within the scope
of the apointments, authorities and discretions refered to in this Agrement or arising
out of the services rendered or duties performed by such apointe under this
Agrement or otherwise in conection with the Global Ofering and the aplication for
the listing for the listing of, and permision to deal in, the H Shares on the Stock
Exchange.
3.8 Several obligations: Any transaction caried out by any of the apointes pursuant to
its apointment under Clauses 3.1 to 3.4, as aplicable, or by any of the delegates under
Clause 3.5 of such apointe (other than a purchase of any Hong Kong Ofer Shares by
such apointe as principal and any stabilization activity) shal constitute a transaction
caried out at the request of and for the Company and not on acount of or for any of
the other apointes under Clauses 3.1 to 3.4 or their respective delegates under Clause
3.5. The obligations of the apointes or their respective delegates under Clauses 3.1 to
3.5 are several (and not joint or joint and several) and each apointe shal not be liable
for any fraud, misconduct, negligence or default whatsoever of the other parties hereto.
None of the apointes or their respective delegates under Clauses 3.1 to 3.5 wil be
liable for any failure on the part of any of the other apointes to perform their
respective obligations under this Agrement and no such failure shal afect the right of
any of the other apointes to enforce the terms of this Agrement. Notwithstanding
the foregoing, each of the apointes or their respective delegates under Clauses 3.1 to
3.5 shal be entitled to enforce any or al of its rights under this Agrement either alone
or jointly with the other apointes.
3.9 Sub-underwriting: The Hong Kong Underwriters shal be entitled to enter into sub-
underwriting arangements in respect of any part of their respective Hong Kong
Underwriting Comitments, provided that no Hong Kong Underwriter shal ofer or
sel Hong Kong Ofer Shares in conection with any such sub-underwriting to any
person in respect of whom such ofer or sale would be in contravention of aplicable
Laws and the seling restrictions set out in the Prospectus and the relevant Hong Kong
Underwriters shal remain liable to the Company for the performance of this
Agrement. Al sub-underwriting comision shal be borne by the relevant Hong
Kong Underwriter absolutely and shal not be for the acount of the Company. The
Company does not owe any duty or obligation of any of the sub-underwriters so
apointed and none of the Waranties is for the benefit of such sub-underwriter. None
of the sub-underwriters is alowed to further sub-underwrite their respective
underwriting comitments without the prior writen consent of the Company.
3.10 No liability for the Ofering Documents: Without prejudice to the generality of the
foregoing and notwithstanding anything in this Agrement, none of the Joint Sponsors,
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the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint
Bokruners, the Joint Lead Managers, the CMIs, the Hong Kong Underwriters or any
other Indemnified Party shal have any liability whatsoever to the Company or any other
person in respect of any los or damage to any person any person arising from any
transaction caried out by the Joint Sponsors, the Overal Cordinators, the Joint Global
Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs, the Hong
Kong Underwriters or any other Indemnified Party, including, without limitation, the
folowing maters (it being acknowledged by the parties that the Company is solely
responsible in this regard):
3.10.1 any aleged insuficiency of the Ofer Price or any dealing price of the Ofer
Shares; and
3.10.2 any of the maters refered to in Clauses 9.2.2, 9.2.6 and 9.2.10,
and, notwithstanding anything contained in Clause 9, each Indemnified Party shal be
entitled pursuant to the indemnities contained in Clause 9 to recover any Los (as
defined in Clause 9.2) incured or sufered or made as a result of or in conection with
any of the foregoing maters.
3.11 No fiduciary duties: Each of the Company and the Waranting Shareholders
acknowledges and agres that (i) the services rendered by the Joint Sponsors, the
Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint
Bokruners, the Joint Lead Managers, the CMIs and the Hong Kong Underwriters (as
the case may be) in respect of the Hong Kong Public Ofering (including the
determination of the Ofer Price), and the underwriting of the Hong Kong Public
Ofering by the Hong Kong Underwriters, pursuant to this Agrement, are arm’s-length
comercial transactions betwen the Company on the one hand, and the Joint Sponsors,
the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint
Bokruners, the Joint Lead Managers, the CMIs and the Hong Kong Underwriters (as
the case may be) on the other hand, (i) in conection with the transactions contemplated
by this Agrement and with the proces leading thereto, each of the Joint Sponsors, the
Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint
Bokruners, the Joint Lead Managers, the CMIs and the Hong Kong Underwriters is
acting solely as principal and not the agent or adviser of the Company or the Waranting
Shareholders, (i) none of the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs or the Hong Kong Underwriters or the Hong Kong Underwriters
is acting as the fiduciary of the Company or the Waranting Shareholders nor has
asumed an advisory or fiduciary or similar responsibility in favour of the Company or
the Waranting Shareholders with respect to the transactions contemplated by this
Agrement, the Global Ofering or the listing of the Shares on the Stock Exchange or
the proces leading thereto (irespective of whether it has advised or is curently
advising the Company on other maters), (iv) the Company and/or the Waranting
Shareholders on the one hand, and the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs and the Hong Kong Underwriters (as the case may be) on the other
hand, are each responsible for making their own independent judgments with respect to
any such transactions and that any opinions or views expresed by the Joint Sponsors,
the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint
Bokruners, the Joint Lead Managers, the CMIs and the Hong Kong Underwriters (as
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the case may be) to the Company or the Waranting Shareholders regarding such
transactions, including but not limited any opinions or views with respect to the price
or market for the Shares, do not constitute advice or recomendations to the Company
or the Waranting Shareholders. The Company and the Waranting Shareholders have
consulted their own profesional advisors including, without limitation, legal,
acounting, regulatory, tax and financial advisors to the extent it demed apropriate,
and none of the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint
Global Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs and
the Hong Kong Underwriters (as the case may be) is advising the Company or the
Waranting Shareholders or any other person as to any legal, tax, investment,
acounting or regulatory maters (except for, with respect to the Joint Sponsors, the
Sponsor-OCs, the Overal-Cordinators and the CMIs, any advice to the Company or
the Waranting Shareholders on maters in relation to the listing aplication as
prescribed by and solely to the extent as required under the Listing Rules in their
respective capacity of the Joint Sponsors, the Sponsor-OCs, the Overal-Cordinators
and the CMIs in conection with the proposed listing of the Company) in any
jurisdiction, nor shal any of them has any responsibility or liability to the Company or
the Waranting Shareholders or any other person with respect thereto; (v) the
Warantors shal be responsible for making its own independent investigation and
apraisal of the transactions contemplated by this Agrement. Any review by the Joint
Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators,
the Joint Bokruners, the Joint Lead Managers, the Hong Kong Underwriters and the
CMIs (as the case may be), the transactions contemplated by this Agrement or
otherwise by the Global Ofering or the listing of Shares on the Stock Exchange or any
proces or maters relating thereto shal be performed solely for the benefit of the Joint
Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators,
the Joint Bokruners, the Joint Lead Managers, the Hong Kong Underwriters and the
CMIs (as the case may be) and shal not be on behalf of any of the Warantors; and (vi)
the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global
Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs and the Hong
Kong Underwriters and their respective afiliates may be engaged in a broad range of
transactions that involve interests that difer from those of the Company and/or the
Waranting Shareholders.
Each of the Company and the Waranting Shareholders agres that it wil not claim that
the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global
Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs and the Hong
Kong Underwriters, or any of them, has rendered advisory services, or owes a fiduciary
or similar duty to the Company or the Waranting Shareholders, in conection with
transactions or maters contemplated by this Agrement or the proces leading thereto.
Each of the Company and the Waranting Shareholders waives to the fulest extent
permited by aplicable Laws any claims it may have against any of the Joint Sponsors,
the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint
Bokruners, the Joint Lead Managers, the CMIs and the Hong Kong Underwriters for
any breach or aleged breach of advisory, fiduciary or similar duty arising in any way
from acts contemplated by this Agrement.
3.12 Any transaction caried out by the apointes under Clauses 3.1 and 3.4 within the
scope of the apointments, powers, authorities and/or discretions in this Agrement
(other than subscription for any Hong Kong Ofer Shares by any Hong Kong
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Underwriters as principal and any stabilising activities conducted in acordance with
Clause 6.3) shal constitute a transaction caried out not on acount of or for any other
apointe or their respective Afiliates or delegates under Clause 3.5. The apointes
shal not be responsible for any los or damage to any other such apointe or their
respective Afiliates.
3.13 Advice to the Company: The Company hereby confirms and acknowledges that each
of the Overal Cordinators has:
(i) engaged or wil engage the Company at various stages during the ofering proces
to understand the Company’s preferences and objectives with respect to pricing
and the desired shareholder or investor base;
(i) explained the basis of its advice and recomendations to the Company including
any advantages and disadvantages, including but not limited to comunicating
its alocation policy to the Company, and that the Company confirms that it fuly
understands the factors underlying the alocation recomendations;
(i) advised and wil advise the Company in a timely maner, throughout the period
of engagement, of key factors for consideration and how these could influence
the pricing outcome, alocation and future shareholder or investor base;
(iv) advised the Company on the information that should be provided to syndicate
CMIs to enable them to met their obligations and responsibilities under the Code
of Conduct, including information about the Company to facilitate a reasonable
asesment of the Company required under the Code of Conduct;
(v) provided guidance to the Company on the market’s practice on the ratio of fixed
and discretionary fes to be paid to syndicate CMIs participating in an IPO which
is curently around 75% fixed and 25% discretionary;
(vi) advised and guided the Company and its Directors as to their responsibilities
under the rules, regulations and requirements of the Stock Exchange, the SFC and
any other Governmental Authority which aply to placing activities including the
Global Ofering, and that the Company and its Directors fuly understand the
undertake to each of the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint
Lead Managers, the CMIs and the Hong Kong Underwriters that they have met
or wil met these responsibilities; and
(vi) where the Company decided not to adopt an Overal Cordinator’s advice or
recomendations in relation to pricing or alocation of shares, or its decisions
may lead to a lack of open market, an inadequate spread of investors or may
negatively afect the orderly and fair trading of such shares in the secondary
market, explained or wil explain the potential concerns and advised or wil advise
the Company against making these decisions.
4 HONG KONG PUBLIC OFERING
4.1 Hong Kong Public Ofering: The Company shal ofer the Hong Kong Ofer Shares
for subscription by the public in Hong Kong at the Ofer Price (together with Brokerage,
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Trading Fe, AFRC Levy and Transaction Levy) payable in ful on aplication in Hong
Kong dolars on and subject to the terms and conditions set out in the Hong Kong Public
Ofering Documents and this Agrement. Subject to the registration of the Prospectus
by the Company or the Company’s HK & US Counsel on the Company’s behalf, the
Joint Sponsors shal arange for and the Company shal cause the Formal Notice (in the
agred form) to be published on the oficial websites of the Stock Exchange and of the
Company (htp:/w.abio.com) on the day(s) specified in SCHEDULE 6 or such
other publications and/or day(s) as may be agred by the Company, the Joint Sponsors
and the Overal Cordinators (for themselves and on behalf of the Hong Kong
Underwriters).
4.2 Aplication Lists: Subject as mentioned below, the Aplication Lists wil open at
11:45 a.m. on the Aceptance Date and wil close at 12:00 non on the same day,
provided that in the event of a tropical cyclone warning signal number 8 or above or a
“black” rainstorm warning signal or Extreme Conditions being in force in Hong Kong
at any time betwen 9:00 a.m. and 12:00 non on that day, then the Aplication Lists
wil open at 11:45 a.m. and close at 12:00 non on the next Busines Day on which no
such signal or Extreme Conditions remains in force at any time betwen 9:00 a.m. and
12:00 non. Al references in this Agrement to the Aceptance Date and to the time of
opening and closing of the Aplication Lists shal be construed acordingly.
4.3 Basis of alocation: The Joint Sponsors and the Overal Cordinators (for themselves
and on behalf of the Hong Kong Underwriters) shal, as son as practicable after the
close of the Aplication Lists, determine the maner and the basis of alocation of the
Hong Kong Ofer Shares. The Overal Cordinators (for themselves and on behalf of
the Hong Kong Underwriters) shal be entitled to exercise, and on behalf of the
Company to authorise the Receiving Bank to exercise, the sole and absolute discretion
on the part of the Company to reject or acept in whole or in part any Hong Kong Public
Ofering Aplication in acordance with the Hong Kong Public Ofering Documents,
this Agrement or otherwise and, without prejudice to Clause 4.9 below, the Overal
Cordinators shal have the sole and absolute discretion, but shal not be obliged, on
behalf of the Company, to realocate Ofer Shares from the International Ofering to
the Hong Kong Public Ofering and make available such realocated Ofer Shares as
aditional Hong Kong Ofer Shares to satisfy Hong Kong Public Ofering Aplications.
The respective International Ofering Purchasing Comitments of the International
Underwriters may be corespondingly reduced in such proportions as the Overal
Cordinators may in their sole and absolute discretion determine in the event of such
realocation and the Hong Kong Underwriters wil not be entitled to the underwriting
comision refered to in Clause 7.1 in respect of such realocated Ofer Shares.
The Company undertakes with the Hong Kong Underwriters that it shal procure the
Receiving Bank and the Hong Kong Share Registrar shal, as son as practicable after
the close of the Aplication Lists, provide the Joint Sponsors and the Overal
Cordinators with such information, calculations and asistance as the Joint Sponsors
and the Overal Cordinators may require for the purposes of determining, inter alia:
4.3.1 in respect of an Under-Subscription, the number of Hong Kong Ofer Shares
which have not ben aplied for pursuant to Acepted Hong Kong Public
Ofering Aplications; or
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4.3.2 in respect of an Over-Subscription, the number of times by which the number
of Hong Kong Ofer Shares which have ben aplied for pursuant to Acepted
Hong Kong Public Ofering Aplications exceds the total number of Hong
Kong Ofer Shares initialy available for subscription under the Hong Kong
Public Ofering; and
4.3.3 the level of aceptances and basis of alocation of the Hong Kong Ofer Shares.
4.4 Under-Subscription: Upon and subject to the terms and conditions of this Agrement
and in reliance upon the Waranties, if and to the extent that by 12:00 non on the
Aceptance Date there shal remain any Hong Kong Ofer Shares (the “Unsubscribed
Shares”) which have not ben aplied for pursuant to Acepted Hong Kong Public
Ofering Aplications under the Hong Kong Public Ofering (an “Under-
Subscription”), the Overal Cordinators shal notify the other Hong Kong
Underwriters as son as practicable folowing the Overal Cordinators being informed
of the Under-Subscription, and each of the Hong Kong Underwriters (other than any
Hong Kong Underwriter whose Hong Kong Underwriting Comitment has ben
reduced by the Relevant Hong Kong Public Ofering Aplications of such Hong Kong
Underwriter to zero pursuant to Clause 4.5) shal, subject to any realocation of such
Hong Kong Ofer Shares comprised in the Under-Subscription to the International
Ofering pursuant to Clause 4.9 and subject to Clause 4.8, aply or procure aplications
for such respective numbers of Hong Kong Ofer Shares comprised in the Under-
Subscription as the Overal Cordinators may in their sole discretion determine, in
acordance with the terms and conditions set out in the Hong Kong Public Ofering
Documents (other than as to the deadline for making the aplication and those regarding
the payment for the Hong Kong Ofer Shares), and shal pay or procure to be paid the
ful amount payable on aplication in acordance with Clause 4.7, provided that:
4.4.1 the obligations of the Hong Kong Underwriters in respect of such Hong Kong
Ofer Shares under this Clause 4.4 shal be several (and not joint or joint and
several).
4.4.2 the number of Unsubscribed Shares which each Hong Kong Underwriter is
obligated to aply to purchase or procure aplications to purchase under this
Clause 4.4 shal be calculated by aplying the formula below (but shal not in
any event exced the maximum number of Hong Kong Ofer Shares as set forth
oposite the name of such Hong Kong Underwriter in SCHEDULE 2):
where in relation to such Hong Kong Underwriter:
N is the number of Unsubscribed Shares which such Hong Kong
Underwriter is obligated to aply to purchase or procure aplications to
purchase under this Clause 4.4, subject to such adjustment as the Overal
Cordinators may determine to avoid fractional shares;
T is the total number of Unsubscribed Shares determined after taking into
acount any reduction pursuant to Clauses 4.9 and 4.10, as aplicable;
]
)APAC(
)PC(
xTN[
−
−
=
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C is the Hong Kong Underwriting Comitment of such Hong Kong
Underwriter;
P is the number of Hong Kong Ofer Shares comprised in the Relevant
Hong Kong Public Ofering Aplications of such Hong Kong
Underwriter;
AC is the agregate number of Hong Kong Ofer Shares determined after
taking into acount any reduction pursuant to Clauses 4.9 and 4.10, as
aplicable; and
AP is the agregate number of Hong Kong Ofer Shares comprised in the
Relevant Hong Kong Public Ofering Aplications of al the Hong Kong
Underwriters; and
None of the Hong Kong Underwriters wil be liable for any failure on the part of any
of the other Hong Kong Underwriters to perform its obligations under this Clause 4.4.
Notwithstanding the foregoing, each of the Hong Kong Underwriters shal be entitled
to enforce any or al of its rights under this Agrement either alone or jointly with the
other Hong Kong Underwriters.
4.5 Hong Kong Underwriters’ set-of: In relation to each Hong Kong Public Ofering
Aplication made or procured to be made by any of the Hong Kong Underwriters
otherwise than pursuant to the provisions of Clause 4.7, the Hong Kong Underwriting
Comitment of such Hong Kong Underwriter shal, subject to the aplications having
ben identified with such Hong Kong Underwriter (or any sub-underwriter of such
Hong Kong Underwriter) and to such Hong Kong Public Ofering Aplication having
ben acepted (whether in whole or in part) pursuant to the provisions of Clause 4.3
and thus becoming an Acepted Hong Kong Public Ofering Aplication, be reduced
pro tanto by the number of Hong Kong Ofer Shares acepted pursuant to and
comprised in such Acepted Hong Kong Public Ofering Aplication until the
Hong Kong Underwriting Comitment of such Hong Kong Underwriter is reduced to
zero. Detailed provisions relating to the set-of of the Hong Kong Underwriting
Comitment of a Hong Kong Underwriter are set out in SCHEDULE 5.
4.6 Acepted Aplications: The Company agres that al duly completed and submited
aplications received prior to the closing of the Aplication Lists and acepted by the
Joint Sponsors and the Overal Cordinators pursuant to Clause 4.3, either in whole or
in part, wil be acepted by the Company before caling upon the Hong Kong
Underwriters or any of them to perform their obligations under Clause 4.4.
4.7 Hong Kong Underwriters’ aplications: In the event of an Under-Subscription, each
of the Hong Kong Underwriters shal, as son as practicable and in any event not later
than 10 a.m. on the second (2nd) Busines Day after the Aceptance Date, and subject
to the Conditions having ben duly fulfiled or waived in acordance with the terms of
this Agrement, make aplications for such number of Hong Kong Ofer Shares as fal
to be taken up by it pursuant to Clause 4.4, and pay (or procure payment) to the Overal
Cordinators or as they may direct the ful amount payable on aplication (being the
Ofer Price together with the Brokerage, Trading Fe, AFRC Levy and Transaction
Levy), for such number of Hong Kong Ofer Shares comprising the Under-Subscription
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as may have falen to be subscribed and paid for by it pursuant to Clause 4.4 and subject
to the terms and conditions set out in the Hong Kong Public Ofering Documents (as
may be apropriate).
Notwithstanding the above, the Hong Kong Underwriters’ underwriting obligations are
subject to the Conditions having ben duly fulfiled or waived in acordance with the
terms of this Agrement, and the Global Ofering having become unconditional and not
otherwise terminated. The Company shal, as son as practicable after 8:00 a.m. on the
Listing Date but in no event later than 9:00 a.m. on the Listing Date, against receipt of
such aplications and payments in relation thereto in acordance with Clause 5, and
upon receipt of the list of alotes for the Hong Kong Ofer Shares, duly alot and isue
to the said aplicants or to such persons nominated by the said aplicants the Hong
Kong Ofer Shares to be taken up as aforesaid and wil duly isue, and authorise the
delivery to the Hong Kong Underwriters (or as they may direct) of valid share
certificates in respect of such Hong Kong Ofer Shares in the names of the respective
aplicants or in the name of HKSC for credit to the relevant CAS participants’
acount of the aplicants.
4.8 Power of the Overal Cordinators to make aplications: In the event of an Under-
Subscription, the Overal Cordinators shal have the right (to be exercised at their sole
discretion (either acting individualy or together in such proportions as shal be agred
betwen themselves) and in relation to which they are under no obligation to exercise)
to aply or procure aplications for (subject to and in acordance with this Agrement)
al or any of the Hong Kong Ofer Shares which any Hong Kong Underwriter is
required to subscribe pursuant to Clause 4.4. Any aplication submited or procured to
be submited by any of the Overal Cordinators pursuant to this Clause 4.8 in respect
of which payment is made mutatis mutandis in acordance with Clause 4.7 shal satisfy
pro tanto the obligation of the relevant Hong Kong Underwriter under Clause 4.4 but
shal not afect any agrement or arangement among the Hong Kong Underwriters
regarding the payment of underwriting comision.
4.9 Re-alocation from International Ofering to Hong Kong Public Ofering: If the
number of Hong Kong Ofer Shares which are the subject of the Acepted Hong Kong
Public Ofering Aplications exceds the number of Hong Kong Ofer Shares initialy
ofered (an “Over-Subscription”), then the Overal Cordinators may realocate al or
any of the International Ofer Shares to the Hong Kong Public Ofering and make
available such realocated Ofer Shares as aditional Hong Kong Ofer Shares to satisfy
Hong Kong Public Ofering Aplications, subject, however, to the realocation basis as
set forth below in the imediately folowing paragraph of this Clause 4.9. The
respective International Ofering Purchasing Comitments of the International
Underwriters may be reduced in such proportion as the Overal Cordinators wil, in its
sole and absolute discretion, determine in the event of such realocation and the Hong
Kong Underwriters wil not be entitled to the underwriting comision refered to in
Clause 7.1 in respect of such realocated Ofer Shares.
If the Over-Subscription represents a subscription of (i) 15 times or more but les than
50 times, (i) 50 times or more but les than 100 times, or (i) 100 times or more, of
the number of the Hong Kong Ofer Shares initialy available for subscription under the
Hong Kong Public Ofering, then the Ofer Shares wil be realocated to the Hong Kong
Public Ofering from the International Ofering, so that the total number of Ofer Shares
available under the Hong Kong Public Ofering wil be increased to 10,032,800,
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13,377,200 and 16,721,400 Ofer Shares, respectively, representing 30.0% (in the case
of (i), 40.0% (in the case of (i) or 50.0% (in the case of (i), respectively, of the
total number of Ofer Shares initialy available under the Global Ofering (before any
exercise of the Ofer Size Adjustment Option). In each such case, the number of Ofer
Shares alocated to the International Ofering wil be corespondingly reduced, in such
maner as the Overal Cordinators dem apropriate, and the respective International
Ofering Underwriting Comitments of the International Underwriters may be reduced
in such proportions as the Overal Cordinators may in their sole and absolute discretion
determine. Such Ofer Shares realocated from the International Ofering to the Hong
Kong Public Ofering wil be alocated betwen Pol A and Pol B (as described in the
Prospectus) in the Hong Kong Public Ofering. The Hong Kong Underwriters wil not
be entitled to the underwriting comision refered to in Clause 7.1 in respect of such
realocated Ofer Shares. The International Underwriters wil be entitled to the
underwriting comision refered to in Clause 7.1 in respect of such realocated Ofer
Shares.
4.10 Re-alocation from Hong Kong Public Ofering to International Ofering: If an
Under-Subscription shal ocur, the Overal Cordinators, shal have the right to (but
shal have no obligation to) realocate al or any of the Hong Kong Ofer Shares
comprised in any such Under-Subscription from the Hong Kong Public Ofering to the
International Ofering and make available such realocated Ofer Shares as aditional
International Ofer Shares to satisfy demand under the International Ofering in their
sole and absolute discretion. The respective Hong Kong Underwriting Comitments
of the Hong Kong Underwriters shal be reduced in such proportion as the Overal
Cordinators may, in their sole and absolute discretion, determine. Any Hong Kong
Ofer Shares which are so realocated from the Hong Kong Public Ofering to the
International Ofering shal for al purposes (including any fe arangements) be
demed to be International Ofer Shares and wil be alocated to increase the
International Ofering Purchasing Comitment of al or any of the International
Underwriters in such proportion as the Overal Cordinators in their sole and absolute
discretion determine. The Hong Kong Underwriters wil not be entitled to the
underwriting comision refered to in Clause 7.1 in respect of the Ofer Shares to be
realocated to the International Ofering.
4.11 Obligations cease: Al obligations and liabilities of the Hong Kong Underwriters under
this Agrement wil cease folowing payment by or on behalf of the Hong Kong
Underwriters in acordance with Clause 4.4, Clause 4.7 and/or Clause 4.8 or upon an
Over-Subscription having ocured.
4.12 Implementation of the Hong Kong Public Ofering: Without prejudice to the
foregoing obligations, the Warantors jointly and severaly undertake with the Joint
Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators,
the Joint Bokruners, the Joint Lead Managers, the CMIs and the Hong Kong
Underwriters to take such action and do (or procure to be done) al such other acts and
things required to implement the Hong Kong Public Ofering and to comply with al
relevant requirements so as to enable the listing of, and permision to deal in, the H
Shares on the Main Board to be granted by the Listing Comite.
4.13 Reduction in the Ofer Price range and/or the number of Ofer Shares: The Overal
Cordinators (for themselves and on behalf of the Hong Kong Underwriters) may,
where considered apropriate, based on the level of interest expresed by prospective
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institutional, profesional and other investors during the bok-building proces, with
the prior consent of the Company, reduce the indicative Ofer Price range and/or the
number of Ofer Shares below those stated in the Prospectus at any time on or prior to
the morning of the Aceptance Date. In such a case, the Company shal as son as
reasonably practicable folowing the decision to make such reduction, and in any event
not later than the morning of the Aceptance Date, cause to be posted on the website of
the Stock Exchange (w.hkexnews.hk) and on the website of the Company
(htp:/w.abio.com) notices of the reduction. Upon isue of such a notice, the
revised indicative Ofer Price range and/or number of Ofer Shares wil be final and
conclusive and the Ofer Price, if agred upon by the Overal Cordinators (for
themselves and on behalf of the Hong Kong Underwriters), and the Company, wil be
fixed within such revised range. Such notice wil also include confirmation or revision,
as apropriate, of the use of proceds of the Global Ofering, the Global Ofering
statistics as curently set out in the Prospectus, and any other financial information
which may change materialy as a result of such reduction. The Company shal also, as
son as practicable folowing the decision to make such change, isue a suplemental
prospectus updating investors of the change in the number of Ofer Shares being ofered
under the Global Ofering and/or the Ofer Price. The Global Ofering must first be
canceled and subsequently relaunched on FINI system pursuant to the suplemental
prospectus.
5 PAYMENT OF APLICATION MONIES
5.1 Isue of Hong Kong Ofer Shares: Upon receipt by the Hong Kong Share Registrar
of the Acepted Hong Kong Public Ofering Aplications, the Company shal as son
as practicable folowing anouncement of the basis of alocation of the Hong Kong
Ofer Shares and in any event no later than 9:00 a.m. on August 7, 2025 (the date
specified in the Prospectus for the despatch of Share certificates):
5.1.1 duly alot and isue, conditional upon the fulfilment of the Conditions (unles
modified or waived in acordance with the terms of this Agrement), the Hong
Kong Ofer Shares in acordance with the relevant sections of the Hong Kong
Public Ofering Documents and the Operative Documents to the sucesful
aplicants and in the numbers specified by the Overal Cordinators on terms
that they rank pari pasu in al respects with the existing isued Shares,
including the right to rank in ful for al distributions declared, paid or made by
the Company after the time of their alotment, except for certain aspects
described in the Prospectus, and that they wil rank pari pasu in al respects
with the International Ofer Shares;
5.1.2 procure that the names of the sucesful aplicants (or, where apropriate,
HKSC Nomines Limited) shal be entered in the register of members of the
Company acordingly (without payment of any registration fe); and
5.1.3 procure that Share certificates in respect thereof (each in a form and substance
complying with the Listing Rules and in such number and denominations as
directed by the Overal Cordinators) shal be isued and despatched, or
delivered or released to sucesful aplicants (or where apropriate, HKSC
for imediate credit to such CAS stock acounts as shal be notified by the
Overal Cordinators to the Company for such purpose), or made available for
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colection (as aplicable) as provided for in the Hong Kong Public Ofering
Documents and the Operative Documents.
5.2 Hong Kong Public Ofering aplication monies: The aplication monies in respect
of the Hong Kong Ofer Shares wil be paid in Hong Kong dolars to the Company
before 9:30 a.m. on the Listing Date (subject to and in acordance with the provisions
of the Receiving Bank Agrement and this Agrement) upon the Nomine receiving
writen confirmation from the Overal Cordinators that the Conditions have ben
fulfiled or waived and that share certificates have ben despatched to the sucesful
aplicants of the Hong Kong Ofer Shares or HKSC Nomines Limited (as the case
may be), by wire transfer to the Company’s bank acount in Hong Kong (details of
which wil be notified by the Company to the Overal Cordinators in writing as son
as practicable after the signing of this Agrement but, in any event, by no later than the
Busines Day imediately before the Listing Date) in imediately available funds,
provided, however, that:
5.2.1 the Overal Cordinators are hereby irevocably and unconditionaly authorised
by the Company to direct the Nomine (prior to payment of the aplication
monies to the Company as aforesaid) to deduct from such aplication monies
and pay to the Overal Cordinators (and where a person other than the Overal
Cordinators is entitled to any amount so deducted, such amount wil be
received by the Overal Cordinators on behalf of such person) al the amounts
(including but not limited to the underwriting comision) payable by the
Company pursuant to Clause 5.3 and Clauses 7.1, 7.2 and 7.3; and
5.2.2 to the extent that the amounts deducted by the Nomine under Clause 5.2.1, are
insuficient to cover, or the Nomine does not or wil not deduct in acordance
with Clause 5.2.1, the amounts payable by the Company pursuant to Clause 5.3
and Clauses 7.1, 7.2 and 7.3, the Company shal, and the Waranting
Shareholders shal procure the Company to, pay or cause to be paid in ful, on
and at the date and time of payment of the aplication monies to the Company
as aforesaid or as son as reasonably practicable within 14 Busines Days upon
demand subsequent to such date and time, the shortfal or the amounts not so
deducted, as aplicable, to the Joint Sponsors and the Overal Cordinators (for
themselves and on behalf of the Hong Kong Underwriters, as aplicable) and
to the relevant party entitled to the amount payable by the Company.
The net amount payable to the Company through its bank acount (details of which wil
be notified by the Company pursuant to the Receiving Bank Agrement) pursuant to
this Clause 5.2 wil (for the avoidance of doubt and if aplicable) be calculated after
alowing for entitlements of sucesful aplicants under the Hong Kong Public Ofering
to refunds of aplication monies if and to the extent that the Ofer Price shal be
determined at below HK$15.50 per Ofer Share.
5.3 Payment of Brokerage, Trading Fe, AFRC Levy and Transaction Levy for the
Company and aplicants: Subject to the receipt of the aplication monies pursuant to
Clause 5.1, the Overal Cordinators (for themselves and on behalf of the Hong Kong
Underwriters) wil arange for the payment by the Nomine (i) on behalf of al
sucesful aplicants under the Hong Kong Public Ofering to members of the Stock
Exchange and/or the Hong Kong Underwriters (as the case may be) of the Brokerage,
(i) on behalf of the Company and al sucesful aplicants, to the Stock Exchange of
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the Trading Fe, to the AFRC of the AFRC Levy and to the SFC of the Transaction
Levy, in each case in respect of Acepted Hong Kong Public Ofering Aplications, al
such amounts to be paid out of the aplication money. The Overal Cordinators are
hereby irevocably and unconditionaly authorised by the Company to direct the
Nomine to deduct and pay such amounts.
5.4 Refund Cheques: The Company wil procure that, in acordance with the terms of the
Receiving Bank Agrement and the Registrar Agrement, the Nomine wil pay refunds
of aplications monies, and the Hong Kong Share Registrar wil arange for the
distribution of refund cheques, to those aplicants under the Hong Kong Public
Ofering who are entitled to receive any refund of aplication monies (in whole or in
part) in acordance with terms and conditions of the Hong Kong Public Ofering
Documents.
5.5 Separate Bank Acount: The Company agres that the aplication monies received
for subscription of Hong Kong Ofer Shares shal be credited to a separate bank acount
pursuant to the terms and conditions of the Receiving Bank Agrement.
5.6 No Responsibility for Default: The Company acknowledges and agres that none of
the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global
Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs and the Hong
Kong Underwriters has any liability whatsoever under Clause 5, Clause 7 or otherwise
for any default by the Nomine or any other aplication of funds.
6 PRICING AND OFER SIZE ADJUSTMENT OPTION
6.1 Determination of Ofer Price: The price at which the Hong Kong Public Ofering
Shares are to be isued under the Hong Kong Public Ofering is expected to be fixed by
agrement betwen the Company and the Overal Cordinators (for themselves and on
behalf of the Underwriters) after market demand for the International Ofering has ben
determined. The Ofer Price, which, subject to Clause 4.13, shal not exced HK$15.50
per Ofer Share, and shal not be lower than HK$12.90 per Ofer Share, shal be
recorded in the Price Determination Agrement on the Price Determination Date. Each
of the Hong Kong Underwriters (other than the Overal Cordinators) hereby authorises
the Overal Cordinators to negotiate and agre on its behalf the Ofer Price and to
execute and deliver the Price Determination Agrement on its behalf with such
variations, if any, as in the sole and absolute judgment of the Overal Cordinators
considered necesary or desirable and further agres that it wil be bound by al the
terms of the Price Determination Agrement as executed.
6.2 Ofer Size Adjustment Option: The Company wil grant the Ofer Size Adjustment
Option to the International Underwriters, exercisable by the Overal Cordinators (for
themselves and on behalf of the International Underwriters), pursuant to the terms and
conditions of the International Underwriting Agrement and as described in the
Ofering Documents. If the Ofer Size Adjustment Option is exercised in respect of al
or any part of the Ofer Size Adjustment Option Shares:
6.2.1 the Ofer Size Adjustment Option Shares arising from the exercise of the Ofer
Size Adjustment Option shal be alocated to the International Ofering as
International Ofer Shares; and
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6.2.2 any Ofer Size Adjustment Option Shares shal for al purposes (including
underwriting comisions and expenses) be demed to be delivered as
International Ofer Shares under and with the benefit of al rights,
representations, waranties and undertakings aplying under the International
Underwriting Agrement, and the Hong Kong Underwriters wil not be entitled
to any underwriting comision in respect of the Ofer Size Adjustment Option
Shares.
6.3 No stabilisation by the Company and the Waranting Shareholders: Each of the
Company and the Waranting Shareholders undertakes to the Joint Sponsors, the
Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint
Bokruners, the Joint Lead Managers, the CMIs and the Hong Kong Underwriters and
each of them that it wil not, and wil cause its Afiliates or any of its or its Afiliates’
respective promoters, representatives, partners, directors, supervisors, oficers,
employes, asignes, advisers, consultants and agents, or any person acting on its
behalf or on behalf of any of the foregoing persons not to:
6.3.1 take or facilitate, directly or indirectly, any action which is designed to or which
has constituted or which might reasonably be expected to cause or result in
stabilisation or manipulation in violation of aplicable Laws, of the price of any
securities of the Company to facilitate the sale or resale of any security of the
Company or otherwise in violation of aplicable Laws (including but not limited
to the Securities and Futures (Price Stabilizing) Rules); or
6.3.2 take, directly or indirectly, any action which would constitute a violation of the
market misconduct provisions of Parts XI and XIV of the Securities and
Futures Ordinance.
The undertaking given by the Company and the Waranting Shareholders under this
Clause 6.3 is given on a joint and several basis.
7 COMISIONS, FES AND EXPENSES AND INCENTIVE FE
7.1 Underwriting comision: Subject to the provisions of this Clause 7, the Company
shal pay to the Overal Cordinators (for themselves and on behalf of the Hong Kong
Underwriters) an underwriting comision equal to 3.0% of the agregate Ofer Price
in respect of al of the Hong Kong Ofer Shares (excluding such Ofer Shares
realocated to and from the Hong Kong Public Ofering pursuant to Clause 4), out of
which the Hong Kong Underwriters wil pay any sub-underwriting comisions
payable. The respective entitlements of the Hong Kong Underwriters to the
underwriting comision, taking into acount any realocation of Ofer Shares pursuant
to Clause 4, wil be set out in the International Underwriting Agrement, which shal
be the final and conclusive determination on their respective entitlement to the
Underwriting Comision. If any adjustment is made to the respective entitlements of
the Hong Kong Underwriters to the underwriting comision compared to their
respective Sponsor-OC engagement leter, OC engagement leter and CMI engagement
leters (including any suplemental agrements, if any) entered into betwen the
Company and the respective Sponsor-OCs, Overal Cordinators and CMIs in the
International Underwriting Agrement, such adjustment shal be conducted in
compliance with the Listing Rules. The payment by the Company to the Overal
Cordinators of the underwriting comision in the maner set out in this Clause 7.1
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shal be a ful discharge of the Company’s obligation to the Hong Kong Underwriters
to pay the underwriting comision and the Company shal not be concerned with the
alocation and distribution of the underwriting comision among the Hong Kong
Underwriters.
7.2 Incentive Fe: The Company may at its sole and absolute discretion to pay any one or
al of the Underwriters an aditional incentive fe of an agregate of 1.0% of the Ofer
Price for each Ofer Share, the payment and amount of which is expected to be
determined on or before the Price Determination Date. For the avoidance of doubt, the
actual absolute amount of the Incentive Fe (if any) and the split of the Incentive Fe
(if any), in absolute amount, among the Underwriters, shal be determined and
comunicated to each CMI at or around the Price Determination Date and to be set out
in the International Underwriting Agrement (but in any event before the submision
to the Stock Exchange the declaration to be signed by a Director and the secretary of
the Company in the form set out in Form F (published in the “Regulatory Forms”
section of the Stock Exchange’s website) on FINI) and in compliance with the Code of
Conduct and the requirements under the Listing Rules.
7.3 Sponsor fe and other fes and expenses: In adition to the Underwriting
Comision and Incentive Fes (if any) entitled by each of the Joint Sponsors pursuant
to Clauses 7.1 and 7.2 above, the Company shal further pay to the Joint Sponsors the
sponsor fe, or other fes and expenses of such amount and in such maner as have
ben separately agred betwen the Company (or any member of the Group) and the
Joint Sponsors. For avoidance of any doubt, the sponsor fe, or other fes and expenses
paid and payable by the Company to each of the Joint Sponsors shal not be deducted
against the Underwriting Comision and Incentive Fe (if aplicable) of relevant Joint
Sponsor.
7.4 Other costs payable by the Company: Subject to Clause 7.4, al fes, costs, charges,
Taxation and other expenses of, in conection with or incidental to the Global Ofering
and its asociated transactions and this Agrement, and the transactions contemplated
thereby or hereby including, without limitation:
7.4.1 fes and expenses of the Reporting Acountant in acordance with the relevant
engagement leter entered into betwen the Company and the Reporting
Acountants;
7.4.2 fes and expenses of the Hong Kong Share Registrar and the HK eIPO White
Form Service Provider;
7.4.3 fes and expenses of al Legal Advisers and any other legal advisors to the
Company and the Underwriters in acordance with the relevant engagement
leters entered into betwen the Company and such legal advisers;
7.4.4 fes and expenses of any public relations consultants engaged by the Company;
7.4.5 fes and expenses of the Internal Control Consultant and the Industry Consultant
in acordance with the relevant fe leter entered into betwen the Company and
the Internal Control Consultant;
7.4.6 fes and expenses of any translators engaged by the Company;
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7.4.7 fes and expenses of the Receiving Bank and the Nomine pursuant to the terms
of the Receiving Bank Agrement;
7.4.8 fes and expenses of other agents, consultants and advisors of the Company
relating to the Global Ofering;
7.4.9 fes and expenses related to the aplication for listing of the H Shares on the
Main Board, the CSRC Filings, the filing or registration of any documents with
any relevant authority and the qualification of the Ofer Shares in any other
jurisdiction as refered to in the Ofering Documents;
7.4.10 al other roadshow costs and expenses (including the fes and expenses of any
consultant engaged by the Company in conection with the roadshow);
7.4.11 costs and expenses incured for conducting pre-marketing and investor
education relating to the Global Ofering as aproved by the Company;
7.4.12 fes and expenses of the financial printer retained by the Company for the
Global Ofering;
7.4.13 al printing and advertising costs incured by the Company in relation to the
Global Ofering;
7.4.14 al costs of preparation, printing, despatch and distribution of the Ofering
Documents in relation to the Global Ofering, and al amendments and
suplements thereto as aproved by the Company;
7.4.15 al costs and expenses for printing and distribution of research reports, and
conducting the syndicate analysts’ briefing as aproved by the Company;
7.4.16 al costs of printing, despatch and distribution (including transportation,
packaging and insurance) of share certificates, leters of regret and refund
cheques as aproved by the Company;
7.4.17 the Trading Fe, the AFRC Levy and the Transaction Levy payable by the
Company, and al capital duty (if any), premium duty (if any), stamp duty and
any other fes, charges, costs, expenses, Taxes and levies payable in respect of
the creation, isue, sale and delivery of the Hong Kong Ofer Shares, the
execution and delivery of and the performance of any provisions of this
Agrement;
7.4.18 al fes and expenses related to background searches, company searches,
litigation and legal proceding searches, bankruptcy and winding-up searches
and directorship searches in conection with the Global Ofering provided that
prior aproval of the Company has ben obtained for such searches;
7.4.19 traveling, telecomunications, postage, roadshow and other out-of-pocket
expenses reasonably incured by the Hong Kong Underwriters or any of them
or on their or its behalf under this Agrement or in conection with the Hong
Kong Public Ofering, provided that breakdown and details of such out-of-
pocket expenses shal be provided to the Company for aproval, and subject to
the respective maximum cap and/or other agrement or confirmation as agred
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betwen the Company and each of the Overal Cordinators and the CMIs in
their respective Engagement Leters of the Syndicates (if any);
7.4.20 fes and expenses related to the aplication for listing of and permision to deal
in the Hong Kong Ofer Shares on the Stock Exchange; and
7.4.21 al procesing charges and related expenses payable to Hong Kong Securities
Clearing Company Limited by the Company in conection with the Global
Ofering.
shal be borne by the Company, and the Company shal, and the Waranting
Shareholders shal use their best endeavours to procure the Company to, pay al the
fes, costs, charges, Taxation and expenses incured in conection with the listing of
the Shares on the Main Board including, without limitation, Brokerage, Trading Fe,
AFRC Levy and Transaction Levy payable by the Company and any stamp or capital
duty or other similar tax arising from the creation, isue and alotment or sale of Ofer
Shares pursuant to the Global Ofering.
7.5 Costs and expenses payable in case the Global Ofering does not proced: If this
Agrement shal be rescinded or terminated or shal not become unconditional or, for
any other reason, the Global Ofering is not completed, the Company shal not be liable
to pay any underwriting comision and incentive fe under Clauses 7.1 and 7.2, but
the Company shal, and each of the Waranting Shareholders shal use his best
endeavours to procure the Company to pay or reimburse to the relevant parties, al costs,
fes, charges, taxes and expenses refered to in Clause 7.3 which have ben incured or
are liable to be paid by the Hong Kong Underwriters and/or by the Joint Sponsors and/or
by the Joint Global Cordinators and/or by the Joint Bokruners and/or by the Joint
Lead Managers and/or by the CMIs and/or by the Overal Cordinators (for themselves
and on behalf of the Hong Kong Underwriters) and the costs, fes, charges, taxes and
expenses which are expresed to be borne by the Company as son as reasonably
practicable within 14 Busines Days on demand by the Overal Cordinators (for
themselves and on behalf of the Hong Kong Underwriters), the Joint Sponsors, the Joint
Global Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs or the
relevant party which incured the cost, expenses, fes and charges, as the case may be.
7.6 Time of payment of costs: Al comisions, fes, costs, charges and expenses refered
to in this Clause 7 (if not so deducted pursuant to Clause 5.2) or the balance of such
comisions, fes, costs, charges and expenses (if the amount deducted pursuant to
Clause 5.2 shal be insuficient for the purposes of covering such comisions, fes,
costs, charges and expenses) shal be payable by the Company as son as reasonably
practicable within 14 Busines Days upon demand by the Joint Sponsors, the Overal
Cordinators or by the relevant party incuring the comisions, fes, costs, charges or
expenses, whichever is the earlier. Al payments to be made by the Company under this
Clause shal be paid fre and clear of and without deduction or witholding for or on
acount of, any present or future Taxation or any interest, aditions to Taxation,
penalties or similar liabilities with respect thereto.
8 REPRESENTATIONS, WARANTIES AND UNDERTAKINGS
8.1 Waranties: Each of the Warantors hereby jointly and severaly represents, warants
and undertakes to the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the
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Joint Global Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs
and the Hong Kong Underwriters and each of them in the terms set out in Part A of
SCHEDULE 3, and each of the Waranting Shareholders hereby jointly and severaly
represents, warants and undertakes to the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs and the Hong Kong Underwriters and each of them in the terms
set out in Part B of SCHEDULE 3. Each of the Warantors further jointly and severaly
acknowledge that each of the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs and the Hong Kong Underwriters is entering into this Agrement
in reliance upon the Waranties.
8.2 Ful force: The Waranties shal remain in ful force and efect notwithstanding the
completion of the Global Ofering and the maters and arangements refered to or
contemplated in this Agrement.
8.3 Waranties repeated: The Waranties are given on and as at the date of this Agrement
with respect to the facts and circumstances subsisting as at the date of this Agrement.
In adition, the Waranties shal be demed to be repeated:
8.3.1 on the date of registration of the Prospectus by the Registrar of Companies in
Hong Kong as required by section 342C of the Companies (Winding Up and
Miscelaneous Provisions) Ordinance;
8.3.2 on the Prospectus Date;
8.3.3 on the Aceptance Date;
8.3.4 on the Price Determination Date;
8.3.5 imediately prior to payment by the Overal Cordinators and/or the other
Hong Kong Underwriters for the Hong Kong Ofer Shares to be taken up,
respectively, pursuant to Clause 4.4 and/or Clause 4.8 (as the case may be);
8.3.6 the date of the anouncement of basis of alocation of the Hong Kong Public
Ofer Shares;
8.3.7 imediately before 8:00 a.m. on the Listing Date;
8.3.8 imediately prior to comencement of dealings in the Ofer Shares on the
Stock Exchange;
in each case with reference to the facts and circumstances then subsisting, provided,
however, that al of the Waranties shal remain true and acurate and not misleading
as at each of the dates or times specified above, without taking into consideration in
each case any amendment or suplement to the Ofering Documents made or delivered
under Clause 8.7 subsequent to the date of the registration of the Prospectus, or any
aproval by the Overal Cordinators and/or the Joint Sponsors, or any delivery to
investors, of any such amendment or suplement, and shal not be (or be demed)
updated or amended by any such amendment or suplement or by any such aproval or
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delivery. For the avoidance of doubt, nothing in Clause 8.3 shal afect the on-going
nature of the Waranties.
8.4 Separate Waranties: Each Waranty shal be construed separately and independently
and shal not be limited or restricted by reference to or inference from the terms of any
other of the Waranties or any other term of this Agrement.
8.5 Notice of breach of Waranties: Each of the Warantors hereby jointly and severaly
undertakes to promptly notify the Joint Sponsors, Overal Cordinators (for themselves
and on behalf of the Hong Kong Underwriters) in writing if it comes to its knowledge
that any of the Waranties are untrue, incomplete, inacurate or misleading in any
respect or ceases to be true and acurate or becomes misleading in any respect at any
time up to the last to ocur of the dates specified in Clause 8.3 or if it becomes aware
of any event or circumstances which would or might cause any of the Waranties to
become untrue, incomplete, inacurate or misleading in any respect or any significant
new factor likely to afect the Global Ofering which arises betwen the date of this
Agrement and the Listing Date and which comes to the atention of any one of the
Warantors (as the case may be).
8.6 Undertakings: Each of the Warantors hereby jointly and severaly undertakes to the
Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global
Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs and the Hong
Kong Underwriters not to, and shal procure that any other Group Company shal not,
do or omit to do anything or permit to ocur any event which would or might render
any of the Waranties untrue, incomplete, incorect or misleading in any respect at any
time up to the last to ocur of the dates specified in Clause 8.3 or which could materialy
and adversely afect the Global Ofering or at any time imediately prior to the
comencement of dealings in the H Shares on the SEHK enter into any contract or
comitment of an unusual or onerous nature, whether or not that contract or
comitment, if entered into prior to the date hereof, would constitute a material contract
or a material comitment for the purpose of the Prospectus. Without prejudice to the
foregoing, the Company agres not to make any amendment or suplement to the
Ofering Documents or any of them without the prior aproval of the Joint Sponsors
and the Overal Cordinators (for themselves and on behalf of the Hong Kong
Underwriters), provided that such aproval shal not be unreasonably witheld.
8.7 Remedial action and anouncements: If at any time, by reference to the facts and
circumstances then subsisting, on or prior to the last to ocur of the dates on which the
Waranties are demed to be given pursuant to Clause 8.3, any event shal have ocured
or any mater or event or fact is discovered or comes to the atention of any of the
Warantors (i) as a result of which any of the Waranties, if repeated imediately after
the ocurence or discovery of such mater or event or fact, would be untrue or
inacurate or misleading or breached in any respect or (i) which would or might result
in the Ofering Documents or any of them containing an untrue or misleading statement
of fact or opinion or omiting to state any fact which is material for disclosure or
required by aplicable Laws to be disclosed in the Ofering Documents or any of them
(asuming that the relevant documents were to be isued imediately after ocurence
of such mater or event) or (i) which would or might result in any breach of the
representations, waranties or undertakings given by any Warantor or any
circumstances giving rise to a claim under any of the indemnities contained in, or given
pursuant to, this Agrement, or (iv) which is likely to materialy and adversely afect
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the Global Ofering, any Warantor or the Hong Kong Underwriters, such Warantor
shal promptly notify the Joint Sponsors and the Overal Cordinators (for themselves
and on behalf of the Hong Kong Underwriters), and, without prejudice to any other
rights of the Joint Sponsors, the Overal Cordinators, Joint Global Cordinators, the
Joint Bokruners, the Joint Lead Managers, the CMIs or the Hong Kong Underwriters
under this Agrement in conection with the ocurence or discovery of such mater or
event or fact, such Warantor shal at his /its own expense as son as practicable, take
such remedial action as may be necesary or advisable to corect such statement or
omision or efect such compliance with aplicable Laws or reasonably requested by
the Joint Sponsors and the Overal Cordinators (for themselves and on behalf of the
Underwriters) in writing to remedy such mater or event or fact, including isuing or
publishing, distributing or making publicly available any anouncement, suplement
or amendment in relation to the Ofering Documents or any of them, and shal suply
the Overal Cordinators, the Joint Sponsors or such persons as they may direct, with
such number of copies of the aforesaid documents as they may require, provided,
however, that any aproval by the Joint Sponsors and the Overal Cordinators of any
amendment or suplement to the Ofering Documents, and any delivery to investors of
such amendment or suplement to the Ofering Documents or any of them, shal not (i)
constitute a waiver or modification or prejudice of any rights of the Hong Kong
Underwriters under this Agrement or (i) result in the los of the Overal Cordinators’
and the Joint Sponsors’ right to terminate this Agrement (whether by reason of such
mistatement or omision resulting in a prior breach of any of the Waranties or
otherwise) for themselves and on behalf of the Hong Kong Underwriters.
Each of the Warantors agres not to isue, publish, distribute or make publicly
available any such anouncement, circular, document, suplement or amendment in
conection with the Global Ofering or do any such act or thing without the prior writen
consent of the Joint Sponsors and the Overal Cordinators (provided that such consent
shal not be unreasonably witheld) except as required by aplicable Laws, in which
case the Company shal first consult the Joint Sponsors and the Overal Cordinators
before such isue, publication or distribution or act or thing being done. The foregoing
restriction contained in this clause shal continue to aply after the completion of the
Global Ofering.
8.8 Knowledge: A reference in this Clause 8 or in SCHEDULE 3 to any Warantor’s
knowledge, information, belief or awarenes or any similar expresion shal be demed
to include an aditional statement that it has ben made after due, diligent and careful
enquiry. Notwithstanding that any of the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs and the Hong Kong Underwriters has knowledge or has conducted
investigation or enquiry with respect to the information given under the relevant
Waranty, the rights of the Joint Sponsors, Sponsor-OCs, the Overal Cordinators, the
Joint Global Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs
and the Hong Kong Underwriters under this Clause 8 shal not be prejudiced by such
knowledge, investigation and/or enquiry.
8.9 Obligations personal: The obligations of the Warantors under this Agrement shal
be binding on its personal representatives or its sucesors in title.
8.10 Release of obligations: Any liability to the Joint Sponsors, the Sponsor-OCs, the
Overal Cordinators, the Joint Global Cordinators, Joint Bokruners, Joint
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Sponsors, Joint Lead Managers, the CMIs, the Hong Kong Underwriters or any of them
hereunder may in whole or in part be released, compounded or compromised and time
or indulgence may be given by the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, Joint Bokruners, Joint Sponsors, Joint
Lead Managers, the CMIs, the Hong Kong Underwriters or any of them as regards any
person under such liability without prejudicing the Joint Sponsors, the Sponsor-OCs,
the Overal Cordinators, the Joint Global Cordinators, Joint Bokruners, Joint
Sponsors, Joint Lead Managers, the CMIs and/or the Hong Kong Underwriters (or the
rights of any of the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the
Joint Global Cordinators, Joint Bokruners, Joint Sponsors, Joint Lead Managers,
the CMIs and the Hong Kong Underwriters) against any other person under the same
or a similar liability.
8.11 Consideration: Each of the Warantors has entered into this Agrement, and agred to
give the representations, waranties and undertakings herein, in consideration of the
Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global
Cordinators, Joint Bokruners, Joint Sponsors, Joint Lead Managers, the CMIs and
the Hong Kong Underwriters agreing to enter into this Agrement on the terms and
conditions set out herein.
9 INDEMNITY
9.1 No claims against Indemnified Parties: No claim (whether or not any such claim
involves or results in any action, suit or proceding) shal be made against any
Indemnified Party by, and no Indemnified Party shal be liable to, the Indemnifying
Parties to recover any los, damage, payment, cost, charge, expense or Taxation which
any of the Indemnifying Parties may sufer or incur by reason of or in any way arising
out of the carying out by any of the Indemnified Parties of any act in conection with
the transactions contemplated herein and in the Hong Kong Public Ofering
Documents, the performance by the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs or the Hong Kong Underwriters of their obligations hereunder or
otherwise in conection with the Hong Kong Public Ofering, the alotment or isue of
the Hong Kong Ofer Shares, the preparation or despatch of the Hong Kong Public
Ofering Documents or any liability or responsibility whatsoever for any aleged
insuficiency of the Ofer Price or any dealing price of the Ofer Shares. However, save
for the provisions under clause 3.10, the foregoing shal not exclude any liability of any
Indemnified Party for such los, damage, payment, cost, charge, expense or Taxation
as finaly judicialy determined by a court of competent jurisdiction or a properly
constituted arbitral panel to have ben solely and directly caused by or arisen out of the
fraud, wilful misconduct or gros negligence on the part of such Indemnified Party
9.2 Indemnity: Each of the Warantors (colectively the “Indemnifying Parties” and each
an “Indemnifying Party”) jointly and severaly undertakes, from time to time, to
indemnify, hold harmles and kep each of the Indemnified Parties fuly indemnified
on demand and, on an after-Taxation basis, against (i) al actions, suits, claims (whether
or not any such claim involves or results in any action, suit or proceding), demands,
investigations, judgments, awards and procedings whether made, brought or
threatened or aleged to be instituted, made or brought against (jointly or severaly), or
otherwise involving any Indemnified Party (including, without limitation, any
investigation or inquiry by or before any Governmental Authority) (“Procedings”),
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and (i) al loses, liabilities, damages, payments, costs (including legal costs),
disbursements, charges, expenses (including, without limitation, al payments, costs
and expenses arising out of or in conection with the investigation, defence or
setlement or compromise of any such Procedings or the enforcement of any such
setlement or compromise or any judgment obtained in respect of any such Procedings)
and Taxation (“Loses”) which, jointly or severaly, any Indemnified Party may sufer
or incur or which may be made or threatened to be brought against any Indemnified
Party and which, directly or indirectly, arise out of or are in conection with:
9.2.1 the isue, publication, distribution, use or making available of any of the
Ofering Documents, OC Anouncements, PHIP, al notices, anouncements,
advertisements, comunication, roadshow materials or other documents in
conection with the Global Ofering, and any amendments or suplements
thereto (in each case, whether or not aproved by the Joint Sponsors, the
Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint
Bokruners, the Joint Lead Managers, the CMIs, the Hong Kong Underwriters
or any of them) (the “Related Public Information”); or
9.2.2 the execution, delivery or performance of this Agrement by the Warantors
and/or ofer, alotment, isue, sale or delivery of the Hong Kong Ofer Shares;
or
9.2.3 the execution, delivery and performance by the Joint Sponsors, the Sponsor-
OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint
Bokruners, the Joint Lead Managers, the CMIs, the Hong Kong Underwriters
or any of them of their or its obligations and roles under this Agrement or the
Hong Kong Public Ofering Documents or otherwise in conection with the
Global Ofering; or
9.2.4 any breach or aleged breach on the part of any of the Warantors or any action
or omision of any Group Company or the Controling Shareholders resulting
in a breach of any of the provisions of the Articles of Asociation, this
Agrement, the Price Determination Agrement or the International
Underwriting Agrement; or
9.2.5 any of the Waranties being untrue, incomplete, inacurate or misleading in any
respect or having ben breached in any respect or being aleged to be untrue or
inacurate or misleading in any respect or aleged to have ben breached in any
respect; or
9.2.6 any of the Related Public Information, containing any untrue, incorect or
inacurate or aleged untrue, incorect or inacurate statement of a material fact,
or omiting or being aleged to have omited a fact necesary to make any
statement therein, in the light of the circumstances under which it was made,
not misleading, or not containing, or being aleged not to contain, al
information as investors and their profesional advisors would reasonably
require, and reasonably expect to find therein, for the purpose of making an
informed asesment of the asets, liabilities, financial position, profits and
loses and prospects of the Company and the rights ataching to the Ofer Shares
or being or aleged to be defamatory of any person or any jurisdiction; or
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9.2.7 any of the CSRC Filings relating to or in conection with the Global Ofering,
or any amendments or suplements thereto (in each case, whether or not
aproved by the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the
Joint Global Cordinators, the Joint Bokruners, the Joint Lead Managers, the
CMIs, the Underwriters or any of them) (including any statement, estimate,
forecast or expresion of opinion, intention or expectation contained in any of
the CSRC Filings), containing any untrue, incorect or inacurate or aleged
untrue, incorect or inacurate statement of fact, or omiting or being aleged to
have omited a fact necesary to make any statement therein, in the light of the
circumstances under which it was made, not misleading, or not containing, or
being aleged not to contain, al information as investors and their profesional
advisors would reasonably require, and reasonably expect to find therein, for
the purpose of making an informed asesment of the asets, liabilities, financial
position, profits and loses and prospects of the Company and the rights
ataching to the Ofer Shares or being or aleged to be defamatory of any person
or any jurisdiction; or
9.2.8 any breach or aleged breach of the Laws of any country or teritory resulting
from the distribution of any of the Ofering Documents, OC Anouncements,
the CSRC Filings or any anouncements, documents, materials,
comunications or information whatsoever made, given, released or isued
arising out of, in relation to or in conection with the Group or the Global
Ofering (whether or not aproved by the Joint Sponsors, the Sponsor-OCs, the
Overal Cordinators, the Joint Global Cordinators, the Joint Bokruners, the
Joint Lead Managers, the CMIs or any of the Hong Kong Underwriters) and/or
any ofer, sale or distribution of the Ofer Shares otherwise than in acordance
with and on the terms of those documents and this Agrement and the
International Underwriting Agrement; or
9.2.9 any act or omision of any Group Company or the Controling Shareholders in
relation to the Global Ofering; or
9.2.10 any statement, estimate, forecast or expresion of opinion, intention or
expectation contained in the Related Public Information, being or aleged to be
untrue, incomplete, inacurate in any material respect or misleading, or based
on an unreasonable asumption, or any omision or aleged omision to state
therein a fact necesary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading or the fact or any
alegation that the Related Public Information do not or did not, contain al
information material in the context of the Global Ofering or otherwise required
to be stated therein; or
9.2.11 the Global Ofering failing or being aleged to fail to comply with the
requirements of the Listing Rules, the Code of Conduct, the CSRC Rules or any
aplicable Laws, or any condition or term of any Aprovals in conection with
the Global Ofering; or
9.2.12 any failure or aleged failure by the Company, the Controling Shareholders, or
any of the Directors or Supervisors to comply with their respective obligations
under the Listing Rules, the Articles of Asociation, the CSRC Rules or
aplicable Laws; or
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9.2.13 the breach or aleged breach by any Group Company or Controling Shareholder
of the aplicable Laws in any respect; or
9.2.14 any litigation, action, proceding, investigation, governmental or regulatory
investigation or proceding by or before any Governmental Authority or any
agency or body or any other party, comercial or otherwise, having instigated,
comenced or ben threatened against the Company, any Group Company or
any of the Directors, or setlement of any such investigation, action or
proceding; or
9.2.15 the operation of the White Form eIPO service and the performance of al
services in conection herewith; or
9.2.16 any breach by the Company or the Waranting Shareholders of the terms and
conditions of the Hong Kong Public Ofering; or
9.2.17 any other mater arising in conection with the Global Ofering.
provided that the indemnity provided for in Clause 9.2 shal not aply in conection
with the maters refered to in Clause 9.2.3 to the extent where any such Proceding or
any such Los sufered or incured is finaly judicialy determined by a court of
competent jurisdiction or a properly constituted arbitral panel to have ben caused
solely and directly by the fraud, wilful misconduct or gros negligence on the part of
such Indemnified Party. The non-aplication of the indemnity provided for in Clause 9
in respect of any Indemnified Party shal not afect the aplication of such indemnity
in respect of any other Indemnified Parties.
9.3 Notice of claims: If any of the Indemnifying Parties becomes aware of any claim which
may give rise to a liability under the indemnity provided under Clause 9.2, it shal as
son as reasonably practicable give notice thereof to the Overal Cordinators (for
themselves and on behalf of the Hong Kong Underwriters) in writing with reasonable
details thereof.
9.4 Conduct of claims: If any Proceding is instituted in respect of which the indemnity
provided for in this Clause 9 may aply, such Indemnified Party shal, subject to any
restrictions imposed by any Laws or obligation of confidentiality, notify the Warantors
of the institution of such Proceding, provided, however, that the omision to so notify
the Warantors shal not relieve any of the Warantors from any liability which it may
have to any Indemnified Party under this Clause 9 or otherwise. Each of the Warantors
may participate at its expense in the defence of such Procedings including apointing
counsel at its expense to act for it in such Procedings; provided, however, except with
the consent of the Overal Cordinators (on behalf of any Indemnified Parties), that
counsel to the Warantors shal not also be counsel to the Indemnified Parties. Unles
the Overal Cordinators (on behalf of any Indemnified Parties) consent to counsel to
the Warantors acting as counsel to such Indemnified Parties in such Proceding, the
Overal Cordinators (on behalf of such Indemnified Parties) shal have the right to
apoint their own separate counsel (in adition to any local counsel) in such Proceding.
The fes and expenses of separate counsel to any Indemnified Parties shal be borne by
the Warantors and paid as incured.
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9.5 Setlement of claims: Each of the Warantors shal not, without the prior writen
consent of an Indemnified Party, efect, make, propose or ofer any setlement or
compromise of, or consent to the entry of any judgment with respect to, any pending or
threatened Proceding in respect of which any Indemnified Party is or could be or could
have ben a party and indemnity could be or could have ben sought hereunder by such
Indemnified Party, unles such setlement, compromise or consent to the entry of
judgment includes and must include an unconditional release of such Indemnified
Party, in form and substance satisfactory to such Indemnified Party, from al liability
on claims that are the subject mater of such Proceding and does not include any
statement as to or any admision of fault, culpability or a failure to act by or on behalf
of such Indemnified Party. Any setlement or compromise by any Indemnified Party,
or any consent by any Indemnified Party to the entry of any judgment, in relation to any
Proceding shal be without prejudice to, and without (other than any obligations
imposed on it by Laws) any acompanying obligation or duty to mitigate the same in
relation to, any Los it may recover from, or any Proceding it may take against the
Indemnifying Parties under this Agrement. The Indemnified Parties are not required
to obtain consent from the Warantors with respect to such setlement or compromise
or consent to judgment. The Warantors shal be liable for any setlement or
compromise by any Indemnified Party of, or any judgment consented to by any
Indemnified Party with respect to, any pending or threatened Proceding, whether
efected with or without the consent of the Warantors, and agres to indemnify and
hold harmles the Indemnified Party from and against any los or liability by reason of
such setlement, or compromise or consent judgement.
The rights of the Indemnified Parties herein are in adition to any rights that each
Indemnified Party may have at law or otherwise and the obligations of the Warantors
shal be in adition to any liability which the Warantors may otherwise have.
9.6 Contribution: If the indemnity under this Clause 9 is unavailable or insuficient to hold
harmles an Indemnified Party, then the Indemnifying Parties shal jointly and severaly
on demand contribute to the amount paid or payable by such Indemnified Party as a
result of such Loses;
9.6.1 in such proportion as is apropriate to reflect the relative benefits received by
the Indemnifying Parties on the one hand and the Indemnified Parties on the
other hand from the Hong Kong Public Ofering; or
9.6.2 if the alocation provided in Clause 9.6.1 above is not permited by aplicable
Laws, then in such proportion as is apropriate to reflect not only the relative
benefits refered to in Clause 9.6.1above but also the relative fault of any of the
Indemnifying Parties on the one hand and the Indemnified Parties on the other
hand which resulted in the Loses as wel as any other relevant equitable
considerations.
9.7 Arangements with advisors: If any Indemnifying Party enters into any agrement or
arangement with any advisor for the purpose of or in conection with the Global
Ofering, the terms of which provide that the liability of the advisor to such
Indemnifying Party or any other person is excluded or limited in any maner, and any
of the Indemnified Parties may have joint and/or several liability with such advisor to
the Indemnifying Party or to any other person arising out of the performance of its
duties under this Agrement, the Indemnifying Party shal:
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9.7.1 not be entitled to recover any amount from any Indemnified Party which, in the
absence of such exclusion or limitation, the Indemnifying Party would not have
ben entitled to recover from such Indemnified Party; and
9.7.2 indemnify the Indemnified Parties in respect of any increased liability to any
third party which would not have arisen in the absence of such exclusion or
limitation; and
9.7.3 take such other action as the Indemnified Parties may require to ensure that the
Indemnified Parties are not prejudiced as a consequence of such agrement or
arangement.
9.8 Costs: For the avoidance of doubt, the indemnity under this Clause 9 shal cover al
Loses which any Indemnified Party may sufer, incur or pay in disputing,
investigating, defending, setling or compromising, or enforcing any setlement,
compromise or judgment obtained with respect to, any Procedings to which the
indemnity may relate and in establishing its right to indemnification under this Clause
9.
9.9 Payment fre from counterclaims/set-ofs: Al payments made by the Warantors
under this Clause 9 shal be made gros, fre of any right of counterclaim or set of and
without deduction or witholding of any kind, other than any deduction or witholding
required by Laws. If any of the Warantors makes a deduction or witholding under
this Clause 9, the sum due from such Warantor shal be increased to the extent
necesary to ensure that, after the making of any deduction or witholding, the relevant
Indemnified Party which is entitled to such payment receives a sum equal to the sum it
would have received had no deduction or witholding ben made.
9.10 Payment on demand: Al amounts subject to indemnity under this Clause 9 shal be
paid by Warantors as and when they are incured within twenty (20) Busines Days of
a writen notice demanding payment being given to the Warantors by or on behalf of
an Indemnified Party.
9.11 Taxation: If a payment under this Clause 9 wil be or has ben subject to Taxation, the
Warantors shal pay the relevant Indemnified Party on demand the amount (after taking
into acount any Taxation payable in respect of the amount and treating for these
purposes as payable any Taxation that would be payable but for a relief, clearance,
deduction or credit) that wil ensure that the relevant Indemnified Party receives and
retains a net sum equal to the sum it would have received had the payment not ben
subject to Taxation.
9.12 Other rights of the Indemnified Parties: The provisions of the indemnities under this
Clause 9 are not afected by any other terms set out in this Agrement and do not restrict
the rights of the Indemnified Parties to claim damages on any other basis.
9.13 Ful force: The foregoing provisions of this Clause 9 wil continue in ful force and
efect notwithstanding the Global Ofering becoming unconditional and having ben
completed and the maters and arangements refered to or contemplated in this
Agrement having ben completed or the termination of this Agrement.
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10 FURTHER UNDERTAKINGS
The Company undertakes to the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs and the Hong Kong Underwriters and each of them that it shal,
and each of the Waranting Shareholders undertakes to the Joint Sponsors, the Sponsor-
OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint Bokruners,
the Joint Lead Managers, the CMIs and the Hong Kong Underwriters and each of them
that it shal procure the Company to:
10.1 Compliance by the Company: comply in a timely maner with the terms and
conditions of the Global Ofering and al obligations imposed upon it by the Companies
Ordinance, the Company (Winding Up and Miscelaneous Provisions) Ordinance, the
Securities and Futures Ordinance, the Listing Rules, the CSRC Rules and al
requirements of the Stock Exchange, the SFC, the CSRC or any other Governmental
Authority and al aplicable Laws in respect of or by reason of the maters contemplated
by this Agrement and otherwise in conection with the Global Ofering unles
otherwise waived or exempted by the relevant Authorities, including but without
limitation to:
10.1.1 complying in al respects with the terms and conditions of the Global Ofering
and, in particular, its obligation to alot and isue the Hong Kong Ofer Shares
to sucesful aplicants under the Hong Kong Public Ofering and, if any of
the Hong Kong Ofer Shares fals to be taken up pursuant to Clause 4.4, to the
aplicants under Clauses 4.7 and 4.8, respectively, on terms that the Hong
Kong Ofer Shares, when isued, wil rank pari pasu in al respects with the
existing isued Shares, including the right to rank in ful for al distributions
to be declared, paid or made by the Company after the time of their alotment,
and that they wil rank pari pasu in al respects with the International Ofer
Shares;
10.1.2 as son as practicable folowing anouncement of the basis of alocation of
the Hong Kong Ofer Shares and in any event no later than August 7, 2025
(the date specified in the Prospectus for the despatch of share certificates),
causing definitive share certificates representing the Hong Kong Ofer Shares
to be posted or made available for colection in acordance with the terms of
the Hong Kong Public Ofering to sucesful aplications or, as the case may
be, procuring that the share certificates in respect of which sucesful
aplicants have elected for delivery into CAS shal be duly delivered to the
depositary for HKSC for credit to the stock acounts of such CAS
participant(s) as may be specified for such purpose by or on behalf of the
relevant aplicant, and procuring that the names of the sucesful aplicants
(or, where apropriate, HKSC Nomines Limited) shal be entered in the
register of members of the Company acordingly (without payment of any
registration fe);
10.1.3 doing al such things (including but not limited to providing al such
information and paying al such fes) as are necesary to ensure that
Admision is obtained and not subsequently withdrawn, canceled or revoked;
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10.1.4 obtaining al necesary Aprovals from and making al necesary filings
(including the CSRC Filings) with the Registrar of Companies in Hong Kong
and the Stock Exchange, the SFC, the CSRC and other relevant Governmental
Authority, as aplicable;
10.1.5 making available on display the documents refered to in the paragraph
headed “Documents Delivered to the Registrar of Companies and Available
on Display” in Apendix VI to the Prospectus for the period and at the
websites stated therein;
10.1.7 procuring that none of the Directors, the Controling Shareholders or using its
reasonable endeavour to procure their respective asociates (as defined in the
Listing Rules) wil himself/itself (or through a company controled by him or
them), aply for Hong Kong Ofer Shares either in his/its own names or
through nomines unles permited to do so under the Listing Rules and
having obtained confirmation to that efect;
10.1.8 using its best endeavour to procure that none of the conected persons,
existing shareholders of the Company or their respective asociates (as
defined in the Listing Rules) wil (i) itself (or through a company controled
by it), aply for Hong Kong Ofer Shares either in its own name or through
nomines unles permited to do so under the Listing Rules or having obtained
waiver or consent from the Stock Exchange, or (i) directly or indirectly
induce, fund, back, finance, or make or enter into an agrement, undertaking,
indemnity or any other arangement with any of the investors in respect of the
subscription for the Ofer Shares, the Company wil make due and careful
enquiries as to whether there is any such aplication or arangement and if the
Company shal become aware of any aplication or indication of interest for
Hong Kong Ofer Shares by any conected person, existing shareholders of
the Company or their close asociates either in its own name or through a
controled company or nomine or any arangement under (i) above, it shal
forthwith notify the Joint Sponsors and the Overal Cordinators (for
themselves and on behalf of the Underwriters);
10.1.9 where aplicable, complying with the Listing Rules in relation to
suplemental listing documents that may have to be isued in respect of the
Global Ofering and further agres not to make, isue, publish, distribute or
otherwise make available directly or indirectly to the public any statement,
anouncement, pres release, material, information or listing document (as
defined in the Listing Rules) in relation to the Global Ofering without the
prior writen consent of the Joint Sponsors and the Overal Cordinators (for
themselves and on behalf of the Underwriters);
10.1.10 furnishing to the Joint Sponsors and the Overal Cordinators (for themselves
and on behalf of the Underwriters), copies of the amendment or suplement
to the Prospectus, if any, signed by an authorised oficer of the Company and
aditional copies of the Prospectus in such quantities as the Joint Sponsors
and the Overal Cordinators (for themselves and on behalf of the
Underwriters), may from time to time reasonably request;
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10.1.11 coperating with and fuly asisting, and procuring the members of the Group,
the Controling Shareholders, the substantial shareholders and asociates of
the Company, and using its reasonable endeavour to procure any of their
respective directors, oficers, employes, afiliates, agents, advisers,
reporting acountants, auditors, legal counsels and other relevant parties
engaged by the Company in conection with the Global Ofering to coperate
with and fuly asist, in a timely maner, each of the Joint Sponsors, the
Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators, the
Joint Bokruners, the Joint Lead Managers, the CMIs and the Underwriters,
to facilitate its performance of its duties and to met its obligations and
responsibilities under al aplicable Laws from time to time in force,
including, without limitation, the CSRC Rules, the Code of Conduct and the
Listing Rules; and
10.1.12 giving every asistance, and procuring the members of the Group, the
Controling Shareholders, the substantial shareholders and asociates of the
Company, and using its reasonable endeavour to procure any of their
respective directors, oficers, employes, afiliates, agents, advisers, reporting
acountants, auditors, legal counsels and other relevant parties engaged by the
Company in conection with the Global Ofering to give every asistance, to
each of the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the
Joint Global Cordinators, the Joint Bokruners, the Joint Lead Managers,
the CMIs and the Underwriters to met its obligations and responsibilities to
provide materials, information and documents to the Stock Exchange, the SFC
and the CSRC under the Code of Conduct (including without limitation al
materials and information as specified under 21.3 and 21.4 thereof), the
Listing Rules (including without limitation Chapter 3A and paragraph 19 of
Apendix 6 thereof) and the CSRC Rules;
10.1.13 procuring that none of the Company, any other Group Company and/or using
its reasonable endeavour to procure any of their respective directors, oficers,
employes, Afiliates and/or agents, shal (whether directly or indirectly,
formaly or informaly, in writing or verbaly) provide any non-public material
information, including forward loking information (whether qualitative or
quantitative) concerning the Company or any other Group Company that is
not, or is not reasonably expected to be, included in each of the Prospectus,
the CSRC Filings, Preliminary Ofering Circular and the Ofering Circular or
publicly available, to any research analyst at any time up to and including the
fortieth (40
th
) day imediately folowing the Price Determination Date;
10.1.14 from the date hereof until 5:00 p.m. on the date which is the thirtieth (30
th
)
Busines Day after the Prospectus Date, not (i) declaring, paying or otherwise
making any dividend or distribution of any kind on its share capital or (i)
changing or altering its capital structure (including but not limited to alteration
to the nominal value of the H Shares whether as a result of consolidation, sub-
division or otherwise);
10.1.15 procuring that al of the net proceds received by it pursuant to the Global
Ofering wil be used in the maner specified in the section headed “Future
Plans and Use of Proceds” in the Prospectus, unles otherwise agred to be
changed in compliance with the aplicable Listing Rules and the requirements
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of the Stock Exchange, provided that any such change to the use of proceds
within 12 months after the completion of the Global Ofering shal be subject
to the prior writen consent of the Overal Cordinators and the Joint
Sponsors, and the Company shal provide reasonable prior notice and the
details of such change to the Overal Cordinators and the Joint Sponsors;
10.1.15 obtaining and maintaining al Aprovals (if any) required in the PRC by the
Company to acquire its required foreign curency;
10.1.16 complying with the Stock Exchange’s rules, guidance or other regulatory
requirements to publish and diseminate to the public, under certain
circumstances, information afecting the information contained in the
Prospectus and anounce by way of pres anouncement any such information
required by the Stock Exchange to be published and diseminated to the
public, provided that from the date hereof until the completion of the Global
Ofering, no such pres anouncement shal be isued by the Company
without having ben submited to the Joint Sponsors and the Overal
Cordinators for their review not les than thre Busines Days prior to such
isuance or such shorter period of time as is necesary for the Company to
avoid violation of any law or regulation aplicable to it;
10.1.17 unles otherwise waived or exempted by the relevant Authorities, complying
with al aplicable Laws (including, without limitation and for the avoidance
of doubt, the rules, regulations and requirements of the Stock Exchange, the
SFC, the CSRC and any other Governmental Authority), including, without
limitation:
(i) complying with the Listing Rule requirement to document the rationale
behind the Company’s decision on alocation and pricing, in particular
where the decision is contrary to the advice, recomendation(s) and/or
guidance of the Overal Cordinators in acordance with paragraph 19
of Apendix F1 to the Listing Rules;
(i) complying with and procuring its directors to comply with their
obligations to asist the syndicate members in acordance with Listing
Rule 3A.46, including but not limited to keping the syndicate
members informed of any material changes to information provided
under Listing Rule 3A.46(1) as son as it becomes known to the
Company and its directors;
(i) notifying the Stock Exchange and providing it with the updated
information and reasons for any material changes to the information
provided to the Stock Exchange under Rule 9.11 of the Listing Rules;
(iv) keping the Overal Cordinators informed of any material change to
the information previously given to the Stock Exchange, the SFC and
the CSRC under paragraph (i) of Clause 10.1.11 above, and to enable
the Overal Cordinators to provide (or procuring their provision) to
the Stock Exchange, the SFC and/or the CSRC, in a timely maner,
such information as the Stock Exchange, the SFC or the CSRC may
require;
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(v) providing to or procuring for the Overal Cordinators al necesary
consents to the provision of the information refered to in Clause
10.1.11 and this Clause to them; and
(vi) complying, coperating and asisting with record-keping obligations
of the Company, the Overal Cordinators and the CMIs under the
Code of Conduct, the Listing Rules and the CSRC Rules, including but
not limited to, in the situation where the Company may decide to
deviate from the advice or recomendations by an Overal
Cordinator.
10.2 Information: provide to the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs and the Hong Kong Underwriters al such information as known
to it or which on due and careful enquiry ought to be known to the Company and
whether relating to the Group or the Company, the Controling Shareholders or
otherwise as may be reasonably required by the Joint Sponsors and the Overal
Cordinators (for themselves and on behalf of the Underwriters) in conection with the
Global Ofering for the purposes of complying with any requirements of aplicable
Laws or of the Stock Exchange or of the SFC or of the CSRC or of any other relevant
Governmental Authority. The Company hereby undertakes to the Joint Sponsors and
the Overal Cordinators (for themselves and on behalf of the Underwriters) to, and
each of the Waranting Shareholders undertakes to procure the Company to, provide
any such other resolutions, consents, authorities, documents, opinions and certificates
which are relevant in the context of the Global Ofering owing to circumstances arising
or events ocuring after the date of this Agrement but before 8:00 a.m. on the Listing
Date and as the Joint Sponsors and the Overal Cordinators may require.
10.3 Hong Kong Share Registrar and HK eIPO White Form Service Provider: procure
that the Hong Kong Share Registrar and the HK eIPO White Form Service Provider
shal do al such acts and things as may be required to be done by it in conection with
the Global Ofering and the transactions contemplated herein. None of the terms of the
apointments of the Hong Kong Registrar and the HK eIPO White Form Service
Provider shal be amended without the prior writen consent of the Overal Cordinators
(for themselves and on behalf of the Hong Kong Underwriters) (such consent shal not
be unreasonably witheld).
10.4 Receiving Bank and Nomine: procure that the Receiving Bank and the Nomine shal
do al such acts and things as may be required to be done by them in conection with
the Global Ofering and the transactions contemplated herein. None of the terms of the
apointments of the Nomine and the Receiving Bank shal be amended without the
prior writen consent of the Overal Cordinators (for themselves and on behalf of the
Hong Kong Underwriters) (such consent shal not be unreasonably witheld).
10.5 Restrictive covenants: not, and procure that no Group Company wil:
10.5.1 at any time after the date of this Agrement up to and including the date on
which al of the Conditions are fulfiled or waived in acordance with this
Agrement, do or omit to do anything which causes or can reasonably be
expected to cause any of the Waranties to be untrue, inacurate or misleading
in any respect at any time prior to or on the Listing Date;
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10.5.2 prior to the Listing Date, enter into any comitment or arangement which
could reasonably be expected to have a Material Adverse Efect or adversely
afect the Global Ofering;
10.5.3 take any steps which would be materialy inconsistent with any expresion of
policy, expectation or intention in the Prospectus;
10.5.4 amend any of the terms of the apointments of the Hong Kong Share Registrar,
the Nomine, the Receiving Bank and the HK eIPO White Form Service
Provider without the prior writen consent of the Joint Sponsors and the Overal
Cordinators (such consent shal not be unreasonably witheld);
10.5.5 at any time after the date of this Agrement up to and including the Listing Date,
if aplicable, amend or agre to amend any constitutional document of the
Company or any other Group Company, including, without limitation, the
Articles of Asociation and/or the by-laws without the prior writen consent of
the Joint Sponsors and the Overal Cordinators (such consent shal not be
unreasonably witheld), save for any amendment to reflect the change as a result
of the Global Ofering or as requested by the Stock Exchange, the SFC or other
Government Authority which are entitled to exercise jurisdictions over the
Company lawfuly or pursuant to the requirements of the Listing Rules; or
10.5.6 without the prior writen aproval of the Joint Sponsors and the Overal
Cordinators (on behalf of the Hong Kong Underwriters) (such aproval shal
not be unreasonably witheld), isue, publish, distribute or otherwise make
available directly or indirectly to the public any document (including any
prospectus), material or information in conection with the Global Ofering, or
make any amendment to any of the Ofering Documents.
10.6 Maintain listing and regulatory and other compliance:
10.6.1 maintain a listing for and wil refrain from taking any action that could
jeopardise the listing status of, the Shares on the Main Board, and comply with
the Listing Rules and al requirements of the Stock Exchange, the SFC and the
CSRC, for at least one year after al of the Conditions have ben fulfiled (or
waived) except folowing a withdrawal of such listing which has ben aproved
by the relevant shareholders of the Company in acordance with the Listing
Rules or folowing an ofer (within the meaning of the Codes on Takeovers and
Mergers and Share Buy-backs) for the Company becoming unconditional;
10.6.2 submit to the Stock Exchange, as son as practicable, the declaration to be
signed by the Company in the form set out in Form F published in Regulatory
Forms (as defined in the Listing Rules);
10.6.3 procure that the audited acounts of the Company for its financial year ended
December 31, 2024 wil be prepared on a basis consistent in al material respects
with the acounting policies adopted for the purposes of the financial statements
contained in the report of the Reporting Acountant set out in Apendix I to the
Prospectus;
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10.6.4 comply with al aplicable Laws (including, without limitation, the CSRC
Archive Rules) in material aspects in conection with (A) the establishment and
maintenance of adequate and efective internal control measures and internal
systems for maintenance of data protection, confidentiality and archive
administration; (B) the relevant requirements and aproval and filing
procedures in conection with its handling, disclosure, transfer and retention of
transfer of state secrets and working secrets of government agencies or any other
documents or materials that would otherwise be detrimental to national
securities or public interest (the “Relevant Information”); and (C) maintenance
of confidentiality of any Relevant Information;
10.6.5 where there is any material information that shal be reported to the CSRC
pursuant to the aplicable Laws (including, without limitation, the CSRC
Rules), promptly notify the CSRC or the relevant PRC Governmental Authority
and providing it with such material information in acordance with to the
aplicable Laws, and promptly notify the Joint Sponsors and the Overal
Cordinators (for themselves and on behalf of the Hong Kong Underwriters) of
such material information to the extent permited by the aplicable Laws;
10.6.6 kep the Joint Sponsors and the Overal Cordinators (for themselves and on
behalf of the Hong Kong Underwriters) informed of any material change to the
information previously given to the CSRC, the Stock Exchange, or of any other
relevant Authority in relation to the Global Ofering, and to enable the Joint
Sponsors and the Overal Cordinators (for themselves and on behalf of the
Hong Kong Underwriters) to provide (or procuring their provision) to the
CSRC, the Stock Exchange, or any such relevant Governmental Authority, in a
timely maner, such information as the CSRC, the Stock Exchange, or any such
relevant Governmental Authority may require in relation to the Global Ofering;
10.6.7 not take, and the Waranting Shareholders shal not take, and the Company and
the Waranting Shareholders shal procure the Controling Shareholders not to
take, directly or indirectly, any action which is designed to stabilise or
manipulate or which constitutes or which might reasonably be expected to cause
or result in stabilisation or manipulation of the price of any securities of the
Company, or facilitate the sale or resale of the Shares, in violation of the
Securities and Futures (Price Stabilising) Rules under the Securities and Futures
Ordinance;
10.6.8 at al times adopt and uphold a securities dealing code no les exacting than the
“Model Code for Securities Transactions by Directors of Listed Isuers” set out
in the Listing Rules and use its best endeavours to procure that the Directors
uphold, comply and act in acordance with the provisions of the same;
10.6.9 maintain the apointment of a compliance adviser as required by the Listing
Rules;
10.6.10comply with al the undertakings and comitments made by it or the Directors
in the Prospectus;
10.6.11pay al Tax, duty, levy, regulatory fe or other government charge or expense
which may be payable by the Company in Hong Kong, the PRC, the United
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States or elsewhere, whether pursuant to the requirement of any Law, in
conection with the creation, alotment and isue of the Hong Kong Ofer
Shares, the Hong Kong Public Ofering, the execution and delivery of, or the
performance of any of the provisions under this Agrement and wil indemnify
and hold harmles the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint
Lead Managers, the Hong Kong Underwriters and the CMIs against any such
Tax, duty, levy, fe, charge and expense (including any interest or penalty);
10.6.12folowing the Global Ofering, ensure that it has suficient foreign curency to
met payment of any dividends which may be declared in respect of the Shares;
and
10.6.13comply with the provisions of Chapters 13, 14 and 14A of the Listing Rules and
the provisions of the Codes on Takeovers and Mergers and Share Buy-backs to
the extent aplicable (unles otherwise waived or exempted by the Stock
Exchange, the SFC or other relevant Government Authority).
10.7 Internal control: ensure that any isues identified and as disclosed in any internal
control report prepared by the Internal Control Consultant and any recomend
measures proposed by the Internal Control Consultant have ben rectified or improved
to a suficient standard or level for the operation and maintenance of eficient systems
of internal acounting and financial reporting controls and disclosure and corporate
governance controls and procedures that are efective to perform the functions for
which they were established and to alow compliance by the Company and its board of
Directors with al aplicable Laws, and, without prejudice to the generality of the
foregoing, to such standard or level recomended or sugested by the Internal Control
Consultant in its internal control report.
10.8 Significant changes: If, at any time within six months after the Listing Date:
10.8.1 there is a significant change which afects or is capable of afecting any
information contained in the Ofering Documents; or
10.8.2 a significant new mater arises, the inclusion of information in respect of which
would have ben required in any of the Ofering Documents had it arisen before
any of them was isued; or
10.8.3 the Company enters into or intends to enter into any material agrement or
comitment, and, in conection with Clauses 10.8.1 or 10.8.2 above,
then:
(a) as son as reasonably practicable provide ful particulars thereof to the Joint
Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global
Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs and
the Underwriters;
(b) if so required by the Joint Sponsors or the Overal Cordinators, inform the
Stock Exchange of such change or mater,
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(c) if so required by the Stock Exchange or the CSRC, the Overal Cordinators or
the Joint Sponsors, as son as reasonably practicable amend and/or prepare and
deliver (through the Joint Sponsors) to the Stock Exchange or the CSRC for
aproval, documentation containing details thereof in a form agred by the
Overal Cordinators and the Joint Sponsors and publish such documentation in
such maner as the Stock Exchange or the CSRC may require, or the Overal
Cordinators or the Joint Sponsors may reasonably require; and
(d) make al necesary anouncements to the Stock Exchange and the pres to avoid
a false market being created in the Ofer Shares,
in each case, at the Company’s own expense.
The Company hereby undertakes, and each of the Waranting Shareholders undertakes
to procure the Company, not to isue, publish, distribute or make available publicly any
anouncement, circular, document or other comunication relating to any such change
or mater aforesaid without the prior writen consent of the Joint Sponsors and the
Overal Cordinators, (for themselves and on behalf of the Hong Kong Underwriters).
For the purposes of this Clause, “significant” means significant for the purpose of
making an informed asesment of the maters mentioned in Rule 11.07 of the Listing
Rules.
10.9 Ofer of the Shares: The Company and the Controling Shareholders hereby undertake
to the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global
Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs, the Hong
Kong Underwriters and each of them:
10.9.2 not to, and not to permit any afiliate (as defined in Rule 501(b) of Regulation
D under the Securities Act) of the Company to, sel, ofer for sale or solicit
ofers to buy or otherwise negotiate in respect of any security (as defined in the
Securities Act) which could be integrated with the sale of the Ofer Shares in a
maner which would require the registration under the Securities Act of the
Ofer Shares;
10.9.3 not to, and not to permit its Afiliates (as defined under Rule 501(b) of
Regulation D under the Securities Act) or any person acting on its or their behalf
(other than the International Underwriters) to, engage in any directed seling
eforts (as that term is defined in Regulation S) with respect to Ofer Shares,
10.10 Compliance by the Company: comply with al aplicable Laws in al material
respects, including, for the avoidance of doubt, the rules and regulations isued from
time to time by the Stock Exchange and any other Governmental Authority.
10.11 General: without prejudice to the foregoing obligations, do al such other acts and
things as may be reasonably required to be done by it to cary into efect the Global
Ofering in acordance with the terms thereof.
The undertakings in this Clause 10 shal remain in ful force and efect notwithstanding
the completion of the Global Ofering and the maters and arangements refered to or
contemplated in this Agrement.
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11 TERMINATION
11.1 Termination by the Joint Sponsors and the Overal Cordinators: The obligations
of the Hong Kong Underwriters to subscribe or procure subscribers for the Hong Kong
Ofer Shares under this Agrement are subject to termination. If at any time prior to
8:00 a.m. on the day that trading in the H Shares comences on the Stock Exchange:
11.1.1 there develops, ocurs, exists or comes into force:
(a) any new law or regulation or any change or development involving a
prospective change in existing law or regulation, or any change or development
involving a prospective change in the interpretation or aplication thereof by
any court or other competent authority in or afecting Hong Kong, the PRC,
Singapore, Japan, the United States, the United Kingdom or the European Union
(or any member thereof) or any other jurisdictions relevant to the Group (each
a “Relevant Jurisdiction”); or
(b) any change or development involving a prospective change or development, or
any event or series of events likely to result in or representing a change or
development, or prospective change or development, in local, national, regional
or international financial, political, military, industrial, economic, curency
market, fiscal or regulatory or market conditions or any monetary or trading
setlement system (including, without limitation, conditions in stock and bond
markets, money and foreign exchange markets and inter-bank markets, a change
in the system under which the value of the Hong Kong curency is linked to that
of the curency of the United States or a change of the Hong Kong dolars or of
the Renminbi against any foreign curencies) in or afecting any Relevant
Jurisdiction; or
(c) any event or series of events, whether in continuation, or circumstances in the
nature of force majeure (including, without limitation, acts of government,
labour disputes, strikes, lock-outs, fire, explosion, earthquake, floding,
tsunami, volcanic eruption, civil comotion, riots, rebelion, public disorder,
acts of war (whether declared or undeclared), acts of terorism (whether or not
responsibility has ben claimed), acts of God, acident or interuption in
transportation, destruction of power plant, outbreak, escalation, mutation or
agravation of diseases, epidemics or pandemics including, but not limited to,
SARS, swine or avian flu, H5N1, H1N1, H1N7, H7N9, Ebola virus, Midle
East respiratory syndrome (MERS), COVID-19 and such related/mutated forms,
economic sanction, in whatever form) in or directly or indirectly afecting any
Relevant Jurisdiction; or
(d) any local, national, regional or international outbreak or escalation of hostilities
(whether or not war is or has ben declared) or other state of emergency or
calamity or crisis in whatever form) political change, paralysis of government
operations, interuption or delay in transportation, other industry action in or
directly or indirectly afecting any Relevant Jurisdiction; or
(e) any moratorium, suspension or restriction (including, without limitation, any
imposition of or requirement for any minimum or maximum price limit or price
range) in or on trading in any securities of any other member of the Group listed
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or quoted on a stock exchange or an over-the-counter market, or trading in
securities generaly on the Stock Exchange, the New York Stock Exchange, the
NYSE Amex, the NASDAQ Global Market, the London Stock Exchange, the
Tokyo Stock Exchange, the Singapore Stock Exchange, the Shanghai Stock
Exchange or the Shenzhen Stock Exchange; or
(f) any general moratorium on comercial banking activities in Hong Kong
(imposed by the Financial Secretary or the Hong Kong Monetary Authority or
other competent Governmental Authority), New York (imposed at Federal or
New York State level or other competent Governmental Authority), London,
Singapore, the PRC, the European Union (or any member thereof), Japan or any
Relevant Jurisdiction or any disruption in comercial banking or foreign
exchange trading or securities setlement or clearance services, procedures or
maters in any Relevant Jurisdiction; or
(g) any (A) change or prospective change in exchange controls, curency exchange
rates or foreign investment regulations (including, without limitation, a change
of the Hong Kong dolars or RMB against any foreign curencies, a change in
the system under which the value of the Hong Kong dolars is linked to that of
the United States dolars or RMB is linked to any foreign curency or
curencies), or (B) any change or prospective change in Taxation in any
Relevant Jurisdiction adversely afecting an investment in the H Shares; or
(h) the imposition of sanctions or economic sanctions or the withdrawal of trading
privileges, in whatever form, in or afecting any Relevant Jurisdiction on the
Company or any Group Company;
(i) any change or development involving a prospective change which has the efect
of materialisation of any of the risks set out in the section headed “Risk Factors”
in the Prospectus; or
(j) any litigation, dispute or claim being threatened or instigated against, or any
Governmental Authority or any regulatory body or organisation in any Relevant
Jurisdiction comencing any investigation, action or procedings, or
anouncing an intention to investigate or take other action or procedings, the
Company, any Group Company, any Director, any Supervisor or any
Controling Shareholders, or any litigation, dispute or claim being threatened or
instigated which would afect the operation, financial condition, reputation or
composition of the board of the Group; or
(k) any contravention of the Companies Ordinance, the PRC Company Law, the
Listing Rules or any other Law by the Company, any Group Company, any
Director, any Supervisor or any Controling Shareholders; or
(l) any of the Supervisors or the chief financial oficer of the Company vacating
his or her ofice; or
(m) any of the Supervisors or the chief financial oficer of the Company being
charged with an indictable ofence or prohibited by operation of Laws or
otherwise disqualified from taking part in the management of a company or the
comencement by any governmental, political, regulatory body of any action
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against any of them or any anouncement by any governmental, political,
regulatory body that it intends to take any such action; or
(n) non-compliance of the Prospectus, the CSRC Filings or any other documents
used in conection with the contemplated subscription and sale of the Ofer
Shares or any aspect of the Global Ofering with the Listing Rules, the CSRC
Rules or any other aplicable Law; or
(o) any order or petition for, or any demand by creditors for repayment of
indebtednes or a petition being presented for the winding-up or liquidation of
any Group Company, or any Group Company making any composition or
arangement with its creditors or entering into a scheme of arangement or any
resolution being pased for the winding-up of any Group Company or a
provisional liquidator, receiver or manager being apointed over al or part of
the asets or undertaking of any Group Company or anything analogous thereto
ocurs in respect of any Group Company;
which, in any such case individualy or in the agregate, in the sole and absolute opinion
of the Joint Sponsors and the Overal Cordinators (for themselves and on behalf of the
Hong Kong Underwriters): (A) has or wil have or may have Material Adverse Efect
or material adverse efect to any present or prospective shareholder of the Company in
its capacity as such; or (B) has or wil have or may have a material adverse efect on
the suces of the Global Ofering or the level of Ofer Shares being aplied for or
acepted or subscribed for or purchased or the distribution of Ofer Shares and/or has
made or is likely to make or may make it impracticable or inadvisable or incapable for
any material part of this Agrement, the Hong Kong Public Ofering or the Global
Ofering to be performed or implemented as envisaged; or (C) makes or wil make it or
may make it impracticable or inadvisable or incapable to proced with the Hong Kong
Public Ofering and/or the Global Ofering or the delivery of the Ofer Shares on the
terms and in the maner contemplated by the Prospectus, the Formal Notice, the
Preliminary Ofering Circular or the Ofering Circular; or (D) would have or may have
the efect of making a part of this Agrement (including underwriting) incapable of
performance in acordance with its terms or which prevents the procesing of
aplications and/or payments pursuant to the Global Ofering or pursuant to the
underwriting thereof; or
11.1.2 there has come to the notice of the Joint Sponsors and the Overal Cordinators
(for themselves and on behalf of the Hong Kong Underwriters):
(a) that any statement contained in the Ofering Documents and/or any notices,
anouncements, advertisements, comunications isued or used by or on behalf
of the Company in conection with the Hong Kong Public Ofering (including
any suplement or amendment thereto) was or has become untrue, incomplete,
incorect in any material respect or misleading or any forecasts, estimate,
expresions of opinion, intention or expectation expresed in the Ofering
Documents and/or any notices, anouncements, advertisements,
comunications so isued or used are not fair and honest and made on
reasonable grounds or, where apropriate, based on reasonable asumptions,
when taken as a whole; or
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(b) any mater has arisen or has ben discovered which would, had it arisen or ben
discovered imediately before the date of the Prospectus, not having ben
disclosed in the Ofering Documents, constitutes a material omision therefrom;
or
(c) either (i) there has ben a material breach of any of the undertakings and
provisions of either this Agrement or the International Underwriting
Agrement by any of the Warantors or (i) any of the undertakings given by the
Warantors in this Agrement or the International Underwriting Agrement, as
aplicable, is (or would when repeated be) untrue, incorect, incomplete in any
material respects or misleading; or
(d) any breach of, or any event or mater or arising or has ben discovered, or
circumstance rendering untrue, inacurate, incorect, incomplete or misleading
in any respect, any of the representations, waranties and undertakings given by
the Warantors in this Agrement or the International Underwriting Agrement,
as aplicable; or
(e) any of the Directors or the chief executive oficer of the Company vacating his
or her ofice; or
(f) any of the Directors or the chief executive oficer of the Company being charged
with an indictable ofence or prohibited by operation of Laws or otherwise
disqualified from taking part in the management of a company or the
comencement by any governmental, political, regulatory body of any action
against any of them or any anouncement by any governmental, political,
regulatory body that it intends to take any such action; or
(g) any event, act or omision which gives or is likely to give rise to any liability of
the Warantors pursuant to the indemnities given by the Warantors under this
Agrement; or
(h) any material breach of any of the obligations of the Warantors under this
Agrement or the International Underwriting Agrement; or
(i) a material portion of the orders in the bokbuilding proces at the time of the
International Underwriting Agrement is entered into, or the investment
comitments by any cornerstone investors after signing of agrements with
such cornerstone investors, have ben withdrawn, terminated or canceled; or
(j) the isue or requirement to isue by the Company of a suplemental or
amendment to the Prospectus, Preliminary Ofering Circular or Ofering
Circular or other documents in conection with the ofer and sale of the H
Shares pursuant to the Companies Ordinance, Companies (Winding Up and
Miscelaneous Provisions) Ordinance or the Listing Rules or upon any
requirement or request of the Stock Exchange, the SFC or the CSRC; or
(k) any expert whose consent is required for the isue of the Prospectus with the
inclusion of its reports, leters or opinions and references to its name included
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in the form and context in which it respectively apears, has withdrawn its
respective consent prior to the isue of the Prospectus; or
(l) any material adverse change or prospective material adverse change or
development involving a prospective material adverse change in the asets,
busines, general afairs, management, shareholder’s equity, earnings, profits,
loses, properties, results of operations, busines prospects, financial or trading
position, financial or trading position or condition (financial or otherwise) or
prospects of the Group, as a whole; or
(m) a prohibition on the Company for whatever reason from aloting, isuing or
seling the H Shares (including the Ofer Size Adjustment Option Shares (if
any) pursuant to the terms of the Global Ofering; or
(n) Admision is refused or not granted, other than subject to customary conditions,
on or before the Listing Date, or if granted, the Admision is subsequently
withdrawn, canceled, qualified (other than by customary conditions), revoked
or witheld; or
(o) the Company has withdrawn the Ofering Documents (and/or any other
documents isued or used in conection with the Global Ofering) or the Global
Ofering;
then the Joint Sponsors and the Overal Cordinators may (for themselves and on behalf
of the Hong Kong Underwriters), in their sole and absolute discretion and upon giving
notice in writing to the Company, terminate the Hong Kong Underwriting Agrement
with imediate efect.
11.2 Efect of termination: Upon the termination of this Agrement pursuant to the
provisions of Clause 11.1 or Clause 2.4:
11.2.1 each of the parties hereto shal cease to have any rights or obligations under this
Agrement, save in respect of the provisions of this Clause 11.2 and Clauses
7.3, 7.4, 7.5, 7.6, 9, 13 to 19 and any rights or obligations which may have
acrued under this Agrement prior to such termination;
11.2.2 with respect to the Hong Kong Public Ofering, al payments made by the Hong
Kong Underwriters or any of them pursuant to Clause 4.4 and/or by the Overal
Cordinators pursuant to Clause 4.8 and/or by sucesful aplicants under valid
aplications under the Hong Kong Public Ofering shal be refunded as son as
reasonably practicable (in the later case, the Company shal procure that the
Hong Kong Share Registrar and the Nomine dispatch refund cheques to al
aplicants under the Hong Kong Public Ofering in acordance with the
Registrar Agrement and the Receiving Bank Agrement); and
11.2.3 notwithstanding anything to the contrary under this Agrement, if this
Agrement is terminated in acordance with this Clause 11, the Company shal
as son as reasonably practicable within 14 Busines Days pay to the Overal
Cordinators the fes, costs, charges and expenses set out in Clauses 7.4 and 7.5
and the Overal Cordinators may, in acordance with the provisions herein,
instruct the Nomine to make such (or any part of such) payments out of the
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interest acrued on the monies received in respect of the Hong Kong Public
Ofering, if any.
12 RESTRICTION ON ISUE OR DISPOSAL OF SECURITIES
12.1 Lock-up on the Company: The Company hereby undertakes to each of the the Joint
Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators,
the Joint Bokruners, the Joint Lead Managers, the CMIs and the Hong Kong
Underwriters that except pursuant to the Global Ofering (including pursuant to the
Ofer Size Adjustment Option), at any time during the period comencing on (and
inclusive of) the date of this Agrement and ending (and inclusive of) the date faling
six months after the Listing Date (the “First Six Month Period”), it wil not without
the prior writen consent of the Joint Sponsors and the Overal Cordinators (for
themselves and on behalf of the Hong Kong Underwriters) (such consent shal not be
unreasonably witheld) and unles in compliance with the requirements of the Listing
Rules:
12.1.1 alot, isue, sel, acept subscription for, ofer to alot, isue or sel, contract or
agre to alot, isue or sel, asign, mortgage, charge, pledge, hypothecate, lend,
grant or sel any option, warant, contract or right to subscribe for or purchase,
grant or purchase any option, warant, contract or right to alot, isue or sel, or
otherwise transfer or dispose of or create an Encumbrance over, or agre to
transfer or dispose of or create an Encumbrance over, either directly or
indirectly, conditionaly or unconditionaly, any legal or beneficial interest in
the share capital or any other equity securities of the Company, as aplicable,
or any interest in any of the foregoing (including, without limitation, any
securities convertible into or exchangeable or exercisable for or that represents
the right to receive, or any warants or other rights to purchase any share capital
or other securities of the Company or such other member of the Group, as
aplicable), or deposit any share capital or other equity securities of the
Company, as aplicable, with a depositary in conection with the isue of
depositary receipts; or
12.1.2 enter into any swap or other arangement that transfers to another, in whole or
in part, any of the economic consequences of ownership (legal or beneficial) of
the H Shares or any other equity securities of the Company, as aplicable, or
any interest in any of the foregoing (including, without limitation, any securities
convertible into or exchangeable or exercisable for or that represent the right to
receive, or any warants or other rights to purchase, any H Shares or any other
equity securities of the Company; or
12.1.3 enter into any transaction with the same economic efect as any transaction
described in Clause 12.1.1 or 12.1.2 above; or
12.1.4 ofer to or agre to do any of the foregoing or anounce any intention to do so,
in each case, whether any of the foregoing transactions is to be setled by delivery of
share capital or such other equity securities, in cash or otherwise (whether or not the
isue of such share capital or other securities wil be completed within the First Six
Month Period).
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The Company further agres that, in the event the Company is alowed to enter into any
of the transactions described in Clause 12.1.1, 12.1.2 or 12.1.3 above or ofers to or
agres to or anounces any intention to efect any such transaction during the period of
six months comencing on the date on which the First Six Month Period expires (the
“Second Six Month Period”), it wil take al reasonable steps to ensure that it wil not
create a disorderly or false market for any H Shares or other equity securities of the
Company.
Each of the Waranting Shareholders undertakes to each of the Overal Cordinators,
the Joint Sponsors, the Joint Bokruners, the Joint Lead Managers and the Hong Kong
Underwriters to use its/his best endeavours to procure the Company and each other
member of the Group to comply with the undertakings in this Clause 12.1.
12.2 Lock-up on the Waranting Shareholders: The Waranting Shareholders hereby
jointly and severaly agre and undertake to each of the Company, the Joint Sponsors,
the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint
Bokruners, the Joint Lead Managers, the CMIs and the Hong Kong Underwriters that,
and agre and undertake to procure each of the Controling Shareholders that except
pursuant to the Global Ofering (including pursuant to the Ofer Size Adjustment
Option), without the prior writen consent of the Joint Sponsors and the Overal
Cordinators (for themselves and on behalf of the Hong Kong Underwriters) and unles
in compliance with the requirements of the Listing Rules:
12.2.1 during the First Six-Month Period, none of them wil, and each of them wil
procure that the relevant registered holder(s) wil not:
(i) ofer, acept subscription for, pledge, charge, alot, isue, sel, lend,
mortgage, asign, contract to alot, isue or sel, sel any option or contract
to purchase, purchase any option or contract to sel, grant or agre to grant
any option, right or warant to purchase or subscribe for, lend or otherwise
transfer or dispose of, or create an Encumbrance over, or agre to transfer or
dispose of or create an Encumbrance over, either directly or indirectly,
conditionaly or unconditionaly, or repurchase any Shares or other
securities of the Company, as aplicable, or any interest in any of the
foregoing (including, but not limited to, any securities that are convertible
into or exchangeable or exercisable for, or that represent the right to receive,
or any warants or other rights to purchase, any Shares or other securities of
the Company, as aplicable, or deposit any share capital or other securities
of the Company, as aplicable, with a depository in conection with the
isue of depository receipts) legaly or beneficialy owned by it/him as at the
Listing Date (the “Locked-up Securities”); or
(i) enter into any swap or other arangement that transfers to another, in whole
or in part, any of the economic consequences of ownership (legal or
beneficial) of such Locked-up Securities, as aplicable, or any interest in
any of the foregoing (including, without limitation, any securities
convertible into or exchangeable or exercisable for or that represent the right
to receive, or any warants or other rights to purchase, any such Locked-up
Securities); or
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(i)enter into any transaction with the same economic efect as any transaction
specified in Clause 12.2.1(i) or 12.2.1(i) above; or
(iv) ofer to or agre to do any of the foregoing or anounce any intention to do
so,
in each case, whether any of the foregoing transactions is to be setled by
delivery of Shares or such other securities, in cash or otherwise (whether or not
the setlement or delivery of such Shares or other securities wil be completed
within the First Six-Month Period);
12.2.2 during the Second Six-Month Period, it/he wil not enter into any transaction
described in Clauses 12.2.1(i), 12.2.1(i) or 12.2.1(i) above or ofer, agre or
contract to or publicly anounce any intention to enter into any such transaction,
if, imediately folowing such transaction, it/he wil cease, whether
individualy or colectively with the other Controling Shareholders, to be a
“controling shareholder” (as the term is defined under the Listing Rules) of the
Company; and
12.2.3 until the expiry of the Second Six-Month Period, in the event that it enters into
any of the transactions specified in Clauses 12.2.1(i), 12.2.1(i) or 12.2.1(i)
above or ofers to or agres to or anounces any intention to efect any such
transaction, he/it wil take al reasonable steps to ensure that he/it wil not create
a disorderly or false market in the securities of the Company.
12.3 Maintenance of public float: The Company agres and undertakes to each of the Joint
Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators,
the Joint Bokruners, the Joint Lead Managers, the CMIs and the Hong Kong
Underwriters that it wil, and each of the Waranting Shareholders undertakes to use his
or its best endeavours to procure that the Company wil, comply with the minimum
public float requirements specified in the Listing Rules or any waiver granted and not
revoked by the Stock Exchange (the “Minimum Public Float Requirement”), and it
wil not efect any purchase of the H Shares, or agre to do so, which may reduce the
holdings of the H Shares held by the public (as defined in Rule 8.24 of the Listing
Rules) to below the Minimum Public Float Requirement on or before the date faling
six months after the Listing Date without first having obtained the prior writen consent
of the Joint Sponsors and the Overal Cordinators (for themselves and on behalf of the
Hong Kong Underwriters).
12.4 Ful force: The undertakings in this Clause 12 wil continue in ful force and efect
notwithstanding the Global Ofering becoming unconditional and having ben
completed.
13 ANOUNCEMENTS
13.1 Restrictions on anouncements: No anouncement concerning this Agrement, any
mater contemplated herein or any ancilary mater hereto shal be made or despatched
by any of the Company and the Waranting Shareholders (or by any of its Directors,
Supervisors, oficers, employes, consultants, advisers or agents) during the period of
six (6) months from the date of this Agrement without the prior writen aproval of
the Joint Sponsors and the Overal Cordinators (for themselves and on behalf of the
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Hong Kong Underwriters) (such consent shal not be unreasonably witheld) except in
the event and to the extent that any such anouncement is required by aplicable Laws
or required by any Governmental Authority to which such party is subject or submits,
wherever situated, including, without limitation, the Stock Exchange, the SFC and the
CSRC, whether or not the requirement has the force of law and any such anouncement
so made by any of the parties shal be made only after consultation with the Joint
Sponsors and the Overal Cordinators (for themselves and on behalf of the Hong Kong
Underwriters), and ofer the Joint Sponsors and the Overal Cordinators have had a
reasonable oportunity to review and coment on the final draft and their respective
coments (if any) have ben fuly considered by the isuers thereof.
13.2 Discusion with the Joint Sponsors and the Overal Cordinators: The Company
undertakes to the Joint Sponsors and the Overal Cordinators (for themselves and on
behalf of the Hong Kong Underwriters) that it wil, and each of the Waranting
Shareholders undertakes to procure that the Company wil, discus with the Joint
Sponsors and the Overal Cordinators any anouncement proposed to be made to the
public by or on behalf of the Company, or any other member of the Group, within six
months folowing the date of Prospectus.
13.3 Ful force: The restriction contained in this Clause 13 shal continue to aply after the
completion of the Global Ofering or the termination of this Agrement. The Company
and the Waranting Shareholder shal procure compliance by the Group and its
Afiliates with the provisions of this Clause 13.
14 CONFIDENTIALITY
14.1 Information confidential: Subject to Clause 14.2, each party hereto shal, and shal
procure that their respective Afiliates, directors, oficers, employes, consultants,
advisers or agents wil, treat as strictly confidential al information received or obtained
as a result of entering into or performing this Agrement which relates to the provisions
of this Agrement, the negotiations relating to this Agrement, the maters
contemplated under this Agrement or the other parties to this Agrement.
14.2 Exceptions: Any party hereto may disclose, or permit its Afiliates, its and their
respective directors, oficers, employes, asignes, advisers, consultants and agents to
disclose, information which would otherwise be confidential if and to the extent:
14.2.1 required by aplicable Laws;
14.2.2 required, requested or otherwise compeled by any Governmental Authority to
which such party is subject or submits, wherever situated, including, without
limitation, the Stock Exchange, the SFC and the CSRC, whether or not the
requirement of information has the force of law;
14.2.3 required to vest the ful benefit of this Agrement in such party;
14.2.4 disclosed to the profesional advisors, auditors and internal auditors of such
party;
14.2.5 the information has come into the public domain through no fault of such party;
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14.2.6 required or requested by any Joint Sponsor, Sponsor-OC, Overal Cordinator,
Joint Global Cordinator, Joint Bokruner, Joint Lead Manager, CMI or Hong
Kong Underwriter or any of its Afiliates for the purpose of the Global Ofering;
14.2.7 required by any Joint Sponsor, Sponsor-OC, Overal Cordinator, Joint Global
Cordinator, Joint Bokruner, Joint Lead Manager, CMI or Hong Kong
Underwriter or any of its Afiliates to sek to establish any defense or pursue
any claim in any legal, arbitration or regulatory proceding or investigation in
conection with the Global Ofering or otherwise to comply with its own
regulatory obligations; or
14.2.8 the other parties have given prior writen aproval to the disclosure (and in the
case of the Hong Kong Underwriters, by the Overal Cordinators (for
themselves and on behalf of the Hong Kong Underwriters), such aproval not
to be unreasonably witheld;
provided that, in the case of Clause 14.2.3, any such information disclosed shal be
disclosed only after consultation with the other parties.
14.3 Ful force: The restrictions contained in this Clause 14 shal continue to aply
notwithstanding the termination of this Agrement or the completion of the Global
Ofering.
15 TIME OF THE ESENCE
Save as otherwise expresly provided herein including without limitation the right of
the Joint Sponsors and the Overal Cordinators hereto to extend the deadline under
Clause 2.3, time shal be of the esence of this Agrement.
16 INVALIDITY
If, at any time, any provision hereof is or becomes ilegal, invalid or unenforceable in
any respect under the Laws of any jurisdiction, neither the legality, validity or
enforceability in that jurisdiction of any other provisions hereof nor the legality, validity
or enforceability of that or any other provision(s) hereof under the Laws of any other
jurisdiction shal in any way be afected or impaired thereby.
17 NOTICES
17.1 Language: Al notices or other comunication delivered hereunder shal be in writing
except as otherwise provided in this Agrement and shal be in the English language.
17.2 Time of notice: Any such notice or other comunication shal be adresed as
provided in Clause 17.3 and if so adresed, shal be demed to have ben duly given
or made as folows:
17.2.1 if sent by personal delivery, upon delivery at the adres of the relevant party;
17.2.2 if sent by post, two Busines Days after the date of posting;
17.2.3 if sent by airmail, five Busines Days after the date of posting;
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17.2.4 if sent by email, at the earlier of (i) the time the recipient acknowledges receipt;
and (i) 24 hours after transmision, unles the sender receives notification that
the email has not ben sucesfuly delivered; or
17.2.5 if sent by facsimile, when despatched with confirmed receipt as evidenced by
the transmision report generated at the end of the transmision of such
facsimile by the facsimile machine used for such transmision.
Any notice received or demed to be received on a day which is not a Busines Day
shal be demed to be received on the next Busines Day.
17.3 Details of contact: The relevant adres and facsimile number of each of the parties
hereto for the purpose of this Agrement, subject to Clause 17.4, are as folows:
If to the Company:
Adres: No. 32, Xinglin Road
Medical High-tech Zone
Taizhou, Jiangsu
PRC
Fax: N/A
Email: sd@abio.com.cn
Atention: Xia Tingting
If to Mr. An and Jiangsu Tiaoyu:
Adres: No. 32, Xinglin Road
Medical High-tech Zone
Taizhou, Jiangsu
PRC
Fax: N/A
Email: anyoucai@abio.com.cn
Atention: Mr. An Youcai
If to Mr. He:
Adres: No. 32, Xinglin Road
Medical High-tech Zone
Taizhou, Jiangsu
PRC
Fax: N/A
Email: heyiming@abio.com.cn
Atention: Mr. He Yiming
If to CITICS:
Adres: 18/F, One Pacific Place
88 Quensway, Hong Kong
Fax: N/A
Email: projectpecw@clsa.com;
project_pecw@citics.com
Atention: Project PECW Deal Team
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If to any of the other Hong Kong Underwriters, at their respective adreses and fax
numbers, and for the atention of the person set oposite its name in SCHEDULE 2,
respectively.
17.4 Change of contact details: A party may notify the other parties to this Agrement of a
change of its relevant adres or facsimile number for the purposes of Clause 17.3,
provided that such notification shal only be efective on:
17.4.1 the date specified in the notification as the date on which the change is to take
place; or
17.4.2 if no date is specified or the date specified is les than two Busines Days after
the date on which notice is given, the date faling two Busines Days after notice
of any such change has ben given.
18 GOVERNING LAW, DISPUTE RESOLUTION AND IMUNITY
18.1 Governing law: This Agrement, including this dispute resolution Clause, shal be
governed by and construed in acordance with the laws of Hong Kong.
18.2 Arbitration: Any dispute, controversy or claim arising out of or relating to this
Agrement including any question regarding its existence, validity, interpretation,
performance, breach or termination, or any dispute regarding pre-contractual or non-
contractual rights or obligations arising out of or relating to it (a “Dispute”) shal be
refered to and finaly resolved by arbitration administered by the Hong Kong
International Arbitration Centre (“HKIAC”) in acordance with the HKIAC
Administrated Arbitration Rules in force when the Notice of Arbitration is submited
acordingly (the “Rules”), which Rules are demed to be incorporated by reference into
this Clause and as may be amended by the rest of this Clause. The seat of arbitration
shal be Hong Kong. This arbitration agrement shal be governed by the laws of Hong
Kong.
18.2.1 The arbitral tribunal (“Tribunal”) shal be composed of thre arbitrators to be
apointed in acordance with the Rules.
If to CLSA:
Adres: 18/F, One Pacific Place
88 Quensway, Hong Kong
Fax: N/A
Email: projectpecw@clsa.com;
project_pecw@citics.com
Atention: Project PECW Deal Team
If to CMBI:
Adres: 45/F, Champion Tower
3 Garden Road, Central, Hong Kong
Fax: +852 3900 0865
Email: ecms@cmbi.com.hk
Atention: CMBI Equity Capital Markets
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18.2.2 When any dispute is under arbitration, those provisions of this Agrement not
in dispute shal remain efective. The parties shal continue to fulfil their
respective obligations under this Agrement acordingly.
18.2.3 The language to be used in the arbitral procedings shal be English.
18.2.4 Any award of the Tribunal shal be made in writing and shal be final and
binding upon al the parties.
18.2.5 Nothing in this Clause 18.2 shal be construed as preventing any party from
seking conservatory or interim relief from any court of competent jurisdiction.
18.3 Joinder of procedings: Notwithstanding Clause 18.2, each of the Joint Sponsors,
Sponsor-OCs, Overal Cordinators, Joint Global Cordinators, Joint Bokruners,
Joint Lead Managers, CMIs and Hong Kong Underwriters shal have the sole and
absolute right, in circumstances in which it becomes or is joined as a defendant or third
party in any procedings in any court of competent jurisdiction, to join the Company
and/or the Waranting Shareholders as a party to those procedings or otherwise pursue
claims against the Company and/or the Waranting Shareholders in those procedings
(whether by way of a claim for an indemnity, contribution or otherwise). If procedings
in any court are comenced against the Company or the Waranting Shareholders, or
the Company or the Waranting Shareholders is joined to procedings in any court, in
acordance with this Clause 18.3 (“Court Procedings”), no arbitration shal be
comenced or continued by any party under Clause 18.2 in respect of a dispute about
the same subject mater or arising from the same facts and circumstances or involving
the same question of law as the Court Procedings until the Court Procedings have
ben finaly determined. The taking of procedings in the courts of any one or more
jurisdictions under this Clause 18.3 shal not preclude the taking of procedings in the
courts of any other jurisdiction, whether concurently or not, to the extent permited by
the Laws of that jurisdiction.
18.4 Submision to jurisdiction: Each of the parties hereto irevocably submits to the non-
exclusive jurisdiction of any court of competent jurisdiction in which procedings are
taken under Clause 18.3 in relation to a dispute. Aditionaly, each of the parties
irevocably submits to the jurisdiction of the courts of Hong Kong to suport and asist
any arbitration comenced under Clause 18.2, including if necesary the grant of
ancilary, interim or interlocutory relief pending the outcome of such arbitration.
18.5 Waiver of objection to jurisdiction: Each of the Company and the Waranting
Shareholders irevocably waives (and irevocably agres not to raise) any objection
which it may now or hereinafter have to the laying of the venue of any procedings in
any court of competent jurisdiction (including but not limited to any objection of forum
non conveniences) and further irevocably agres that any judgment or order of any
court in any proceding arising out of or in conection with this Agrement shal be
conclusive and binding upon it, and to the extent permited by aplicable Law may be
enforced in the courts of any other jurisdiction.
18.6 Service of documents: Without prejudice to the provisions of Clause 18.7, each of the
parties unconditionaly and irevocably agres that any writ, judgment or other
document required to be served on it in relation to any procedings shal, to the fulest
extent permited by aplicable Laws, be validly and efectively served on it if delivered
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to its adres refered to in Clause 17.3 and marked for the atention of the person
refered to in that Clause or to such other person or adres in Hong Kong as may be
notified by the party (as the case may be) to the other parties hereto pursuant to the
provisions of Clause 17.3 or Clause 18.7. These documents may, however, be served
in any other maner alowed by Law.
18.7 Proces agent: The Company has established a place of busines in Hong Kong at 40th
Flor, Dah Sing Financial Centre, 248 Quen’s Road East, Wanchai, Hong Kong, and
has ben registered as a non-Hong Kong company under Part 16 of the Companies
Ordinance. The Company and the Waranting Shareholders have apointed Ms. Lin Sio
Ngo (the “Proces Agent”) as the authorized representative of the Company and the
Waranting Shareholders for the aceptance of service of proces (which includes
service of al and any documents relating to any procedings) and any notices to be
served on the Company and the Waranting Shareholders in Hong Kong. Service of
proces upon the Company and the Waranting Shareholders by service upon the
Proces Agent in its capacity as agent for the service of proces for the Company and
the Waranting Shareholders shal be demed, for al purposes, to be due and efective
service, and shal be demed completed whether or not forwarded to or received by the
Company and the Waranting Shareholders. If for any reason the Proces Agent shal
cease to be agent for the service of proces for the Company and the Waranting
Shareholders, the Company or the Controling Shareholders shal promptly notify the
Joint Sponsors and the Overal Cordinators and within 30 days apoint a new agent
for the service of proces in Hong Kong aceptable to the Joint Sponsors and the Overal
Cordinators and deliver to each of the other parties hereto a copy of the new agent’s
aceptance of that apointment as son as reasonably practicable, failing which the
Joint Sponsors and the Overal Cordinators shal be entitled to apoint such new agent
for and on behalf of the Company or the Waranting Shareholders, and such
apointment shal be efective upon the giving of notice of such apointment to the
Company or the Waranting Shareholders. Nothing in this Agrement shal afect the
right to serve proces in any other maner permited by Laws. Where pursuant to Clause
18, procedings are taken against the Company or the Waranting Shareholders in the
courts of any jurisdiction other than Hong Kong, upon being given notice in writing of
such procedings, the Company or the Waranting Shareholders shal forthwith apoint
an agent for the service of proces (which includes service of al and any documents
relating to such procedings) in that jurisdiction aceptable to the Joint Sponsors and
the Overal Cordinators and deliver to each of the other parties hereto a copy of the
agent’s aceptance of that apointment and shal give notice of such apointment to the
other parties hereto within 14 days of such apointment, failing which the Joint
Sponsors and the Overal Cordinators shal be entitled to apoint such agent for and
on behalf of the Company or the Waranting Shareholders, and such apointment shal
be efective upon the giving notice of such apointment to the Company or the
Waranting Shareholders. Nothing in this Agrement shal afect the right to serve
proces in any other mater permited by Laws.
18.8 Waiver of imunity: To the extent in any procedings in any jurisdiction including,
without limitation, arbitration procedings, the Company or the Waranting
Shareholders has or can claim for itself or its asets, properties or revenues any
imunity (on the grounds of sovereignty or crown status or any charter or other
instrument) from any action, suit, procedings or other legal proces (including, without
limitation, arbitration procedings), from set-of or counterclaim, from the jurisdiction
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of any court, from service of proces, from atachment to or in aid of execution of any
judgment, from the obtaining of judgment, decision, determination, order or award
including, without limitation, any arbitral award, or from other action, suit or
proceding for the giving of any relief or for the enforcement of any judgement,
decision, determination, order or award including, without limitation, any arbitral
award or to the extent that in any such procedings there may be atributed to itself or
its asets, properties or revenues any such imunity (whether or not claimed), the
Company and the Waranting Shareholders hereby irevocably waives and agres not
to plead or claim any such imunity in relation to any such procedings.
18.9 Representations in relation to imunity: Each of the Company and the Waranting
Shareholders represents, warants and undertakes to the Joint Sponsors, the Sponsor-
OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint Bokruners,
the Joint Lead Managers, the CMIs and the Hong Kong Underwriters and each of them
that: (a) within its authorised scope of busines, it is controled and managed
independently of any Governmental Authority of the PRC and it is able to exercise
independent powers of its own, and does not have as its objects or perform any function
which is of the nature or type asociated with any Governmental Authority of the PRC;
and (b) the execution and performance of this Agrement by the Company and the
Waranting Shareholders constitute acts done and performed only for private and
comercial purposes.
19 MISCELANEOUS
19.1 Asignment: Subject to Clause 3, no party hereto shal asign or transfer al or any part
of any benefit of, or interest or right in, this Agrement, or any benefit, interest, right
or obligation arising under this Agrement without the consent of the other parties
hereto, provided that the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators,
the Joint Global Cordinators, the Joint Bokruners, the Joint Lead Managers, the
CMIs and the Hong Kong Underwriters may at any time asign to any of their respective
Afiliates, any person who has the benefit of the indemnities in Clause 9 and any of
their respective sucesor entities the benefits of and interests and rights in or arising
under this Agrement. Obligations under this Agrement shal not be asignable.
19.2 Release or compromise: Each party may release, compound or compromise, in whole
or in part, the liability of, the other parties (or any of them) or grant time or other
indulgence to the other parties (or any of them) without releasing or reducing the
liability of the other parties (or any of them) or any other party hereto and without
prejudicing the rights of the parties hereto against any other person under the same or a
similar liability. Without prejudice to the generality of the foregoing, each of the
Warantors agres and acknowledges that any amendment or suplement to the
Ofering Documents or any of them (whether made pursuant to this Agrement or
otherwise) or any anouncement, isue or publication or distribution, or delivery to
investors, of such amendment or suplement or any aproval by, or knowledge of, the
Joint Global Cordinators, the Joint Sponsors, the Joint Bokruners, the Joint Lead
Managers or the Hong Kong Underwriters or any of them, of such amendment or
suplement to any of the Ofering Documents subsequent to its distribution shal not in
any event and notwithstanding any other provision hereof constitute a waiver or
modification of any of the conditions precedent to the obligations of the Hong Kong
Underwriters as set forth in this Agrement or result in the los of any rights hereunder
of the Joint Sponsors and the Overal Cordinators to terminate this Agrement (for
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themselves and on behalf of the Hong Kong Underwriters) or prejudice any other rights
of the Joint Sponsors, the Joint Global Cordinators, the Joint Bokruners, the Joint
Lead Managers or the Hong Kong Underwriters, as the case may be, under this
Agrement (in each case whether by reason of any mistatement or omision resulting
in a prior breach of any of the Waranties or otherwise).
19.3 Exercise of rights: No delay or omision on the part of any party hereto in exercising
any right, power or remedy under this Agrement shal impair such right, power or
remedy or operate as a waiver thereof. The single or partial exercise of any right, power
or remedy under this Agrement shal not preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. The rights, power and remedies
provided in this Agrement are cumulative and not exclusive of any other rights, powers
and remedies (whether provided by laws or otherwise). The Company and the
Waranting Shareholders agre and acknowledge that any consent by, or knowledge of
the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global
Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs, the Hong
Kong Underwriters or any of them, to the delivery to investors of any amendments or
suplements to any of the Ofering Documents subsequent to its distribution wil not
(i) constitute a waiver of any Condition or (i) result in the los of any right by the Joint
Sponsors and the Overal Cordinators to terminate this Agrement (for themselves and
on behalf of the Hong Kong Underwriters) or prejudice any other rights of the Joint
Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators,
the Joint Bokruners, the Joint Lead Managers, the CMIs or the Hong Kong
Underwriters or any of them, as the case may be, under this Agrement, and (i) have
the efect of amending or updating any of the Waranties.
19.4 No partnership: Nothing in this Agrement shal be demed to give rise to a
partnership or joint venture, nor establish a fiduciary or similar relationship, betwen
the parties hereto.
19.5 Entire agrement: This Agrement, and in the case of the Joint Sponsors, the Overal
Cordinators, the Sponsor-OCs and the CMIs, also together with the respective
engagement leters betwen the Company and each of the Joint Sponsors, the Overal
Cordinators, the Sponsor-OCs and the CMIs (“Engagement Leters of the
Syndicate”), only in their respective capacity as a Joint Sponsor, an Overal
Cordinator, a Sponsor-OC and a CMI, constitutes the entire agrement amongst the
Company, the Waranting Shareholders, the Joint Sponsors, the Sponsor-OCs, the
Overal Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint
Lead Managers, the CMIs and the Hong Kong Underwriters relating to the underwriting
of the Hong Kong Public Ofering and supersedes and extinguishes (other than the
engagement leters betwen the Company and each of the Joint Sponsors) any prior
drafts, agrements, undertakings, understanding, representations, waranties and
arangements of any nature whatsoever, whether or not in writing, relating to such
maters as have ben regulated by the provisions of this Agrement at any time prior to
the execution of this Agrement (the “Pre-contractual Statements”). Each party
hereto acknowledges that in entering into this Agrement on the terms set out in this
Agrement, it is not relying upon any Pre-contractual Statement which is not expresly
set out herein or the documents refered to herein. No party shal have any right of
action (except in the case of fraud) against any other party to this Agrement arising
out of or in conection with any Pre-contractual Statement except to the extent that such
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Pre-contractual Statement is incorporated into this Agrement or the documents
refered to herein. If any term of this Agrement is inconsistent with that of any of the
Engagement Leters of the Syndicate, as betwen the parties to such engagement leter,
the term in this Agrement shal prevail.
19.6 Amendment and variations: This Agrement may only be amended or suplemented
in writing signed by or on behalf of each of the parties hereto. Without prejudice to
clause 19.12.2, no consent of any third party is required with respect to any variation,
amendment, waiver, termination to this Agrement.
19.7 Counterparts: This Agrement may be executed in any number of counterparts, each
of which when so executed and delivered shal be an original, but al of which shal
together constitute one and the same instrument.
19.8 Judgment Curency Indemnity: In respect of any judgment or order or award given
or made for any amount due under this Agrement to any of the Indemnified Parties
that is expresed and paid in a curency (the “judgment curency”) other than Hong
Kong dolars, the Indemnifying Parties wil indemnify such Indemnified Party against
any los incured by such Indemnified Party as a result of any variation as betwen (A)
the rate of exchange at which the Hong Kong dolar amount is converted into the
judgment curency for the purpose of such judgment or order and (B) the rate of
exchange at which such Indemnified Party is able to purchase Hong Kong dolars with
the amount of the judgment curency actualy received by such Indemnified Party. The
foregoing indemnity shal constitute a separate and independent obligation of the
Indemnifying Parties and shal continue in ful force and efect notwithstanding any
such judgment or order as aforesaid. The term “rate of exchange” shal include any
premiums and costs of exchange payable in conection with the purchase of or
conversion into Hong Kong dolars.
19.9 Authority to the Overal Cordinators: Unles otherwise provided herein, each of
the Joint Global Cordinators, Joint Bokruners, Joint Lead Managers, CMIs and
Hong Kong Underwriters (other than the Overal Cordinators) hereby authorises the
Overal Cordinators to act on behalf of al the Joint Global Cordinators, Joint
Bokruners, Joint Lead Managers, CMIs and Hong Kong Underwriters in their sole
discretion in the exercise of al rights and discretions granted to the Joint Global
Cordinators, Joint Bokruners, Joint Lead Managers, CMIs and the Hong Kong
Underwriters or any of them under this Agrement and authorises the Overal
Cordinators in relation thereto to take al actions they may consider desirable and
necesary to give efect to the transactions contemplated herein.
19.10 Taxation: Al payments to be made by the Company to the Joint Sponsors and the
Hong Kong Underwriters under this Agrement shal be paid fre and clear of and
without deduction or witholding for or on acount of, any and al present or future
Taxes. If any Taxes are required by law to be deducted or witheld in conection with
such payments, the Company wil, and the Waranting Shareholders shal procure that
the Company wil, increase the amount paid and/or to be paid so that the ful amount of
such payments as agred in this Agrement is received by the other parties as
aplicable. If any of the other parties is required by any Governmental Authority to pay
any Taxes as a result of this Agrement, the Company wil, and the Waranting
Shareholders shal procure that the Company wil, pay an aditional amount to the such
party so that the ful amount of such payments as agred in this Agrement to be paid
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to such party is received by such party and wil further, if requested by such party, use
its reasonable eforts to give such asistance as such party may reasonably request to
asist such party in discharging its obligations in respect of such Taxes, including by (a)
making filings and submisions on such basis and such terms as such party may
reasonably request, (b) promptly making available to such party notices received from
any Governmental Authority, and (c) subject to the receipt of funds from such party, by
making payment of such funds on behalf of such party to the relevant Governmental
Authority in setlement of such Taxes. For the avoidance of doubt, each of the Joint
Sponsors and the Hong Kong Underwriters shal be solely and severaly responsible for
discharging its own aplicable Taxes in their respective aplicable jurisdictions and pay
any income or profit tax on net income in respect of any fes payable by the Company
to the Joint Sponsors and he Hong Kong Underwriters in conection with the Global
Ofering.
19.11 Oficer’s Certificates: Any certificate signed by any oficer of the Company and
delivered to the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint
Global Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs or any
Underwriter or any counsel for the Underwriters pursuant to this Agrement shal be
demed to be a representation and waranty by the Company, as to maters covered
thereby, to the Joint Sponsors, each Overal Cordinator, Joint Global Cordinator,
Joint Bokruner, Joint Lead Manager, CMI or Underwriter. Any certificate signed by
the Waranting Shareholders and delivered to the Joint Sponsors, the Sponsor-OCs, the
Overal Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint
Lead Managers, the CMIs or any Underwriter or any counsel for the Underwriters
pursuant to this Agrement shal be demed to be a representation and waranty by that
Waranting Shareholder, as to maters covered thereby, to the Joint Sponsors, each
Overal Cordinator, Joint Global Cordinator, Joint Bokruner, Joint Lead Manager,
CMI or Underwriter.
19.12 Right of Third Parties: A person who is not a party to this Agrement has no right
under the Contracts (Right of Third Parties) Ordinance to enforce any term of this
Agrement but this does not afect any right or remedy of a third party which exists or
is available apart from the Contracts (Right of Third Parties) Ordinance, and to the
extent otherwise set out in this Clause 19.12:
19.12.1 Indemnified Parties may enforce and rely on Clause 9 to the same extent as
if they were a party to this Agrement. An asigne pursuant to Clause 19.1
may enforce and rely on this Agrement as if it were a party; and
19.12.2 This Agrement may be terminated or rescinded and any term may be
amended, varied or waived without the consent of the persons refered to in
sub-clause 19.12.1.
19.13 No right of contribution: Each of the Waranting Shareholders hereby irevocably and
unconditionaly:
19.13.1 waives any right of contribution or recovery or any claim, demand or action
it may have or be entitled to take against the Company and/or any other
member of the Group as a result of any claim or demand or action made or
taken against it, or any los or damage or liability sufered or incured by it,
whether alone or jointly with the Company or any other person, as the case
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may be, in consequence of it entering into this Agrement or otherwise with
respect to any act or mater apertaining to the Global Ofering;
19.13.2 acknowledges and agres that the Company and/or any other member of the
Group shal have no liability to it whatsoever whether alone or jointly with
any other person, under the provisions of this Agrement or otherwise in
respect of any act or mater apertaining to the Global Ofering; and
19.13.3 undertakes (in the event of any claim being made by any of the Hong Kong
Underwriters and other Indemnified Parties against it under this
Agrement) not to make any claim against any director, supervisor, oficer
or employe of the Company or of any member of the Group on whom it
may have relied on before agreing to any term of this Agrement and in
respect of whose act or default in that regard the Company or such other
member of the Group is or would be vicariously liable.
19.14 Profesional Investors: Each of the Company and the Waranting Shareholders has
read and understod the Profesional Investor Treatment Notice set forth in
SCHEDULE 7 of this Agrement and acknowledges and agres to the representations,
waivers and consents contained in such notice, in which the expresions “you” or
“your” shal mean each of the Company and the Waranting Shareholders, and “we” or
“us” or “our” shal mean the Overal Cordinators (for themselves and on behalf of the
Underwriters).
19.15 Language: This Agrement is prepared and executed in English only. For the
avoidance of doubt, in the event that there are any inconsistencies betwen this
Agrement and any translation, the English language version shal prevail.
19.16 Further Asurance: The Warantors shal from time to time, on being required to do
so by the Joint Sponsors and the Overal Cordinators now or at any time in the future
do or procure the doing of such acts and/or execute or procure the execution of such
documents as the Joint Sponsors and the Overal Cordinators may require to give ful
efect to this Agrement and secure to the Joint Sponsors and the Hong Kong
Underwriters or any of them the ful benefit of the rights, powers and remedies
confered upon them or any of them in this Agrement.
19.17 Survival: The provisions in this Clause 19 shal remain in ful force and efect
notwithstanding the completion of the Global Ofering and the maters and
arangements refered to or contemplated in this Agrement or the termination of this
Agrement.
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SCHEDULE 1
THE WARANTING SHAREHOLDERS
Warantors Adres Email
Mr. AN Youcai (安有才) PRC citizen with ID number of
130302196610062213 and whose
adres is at Rom 3204, Block
32, Huarun International Garden,
Hailing District, Taizhou, Jiangsu,
PRC
anyoucai@abio.com.cn
Jiangsu Tiaoyu Science
and Trade Co., Ltd. (江苏
粜宇科贸有限公司)
(“Jiangsu Tiaoyu”)
Rom 308, 3/F, Block 1, Hengxin
Kechuang Town, Lincheng Stret,
Xinghua, Taizhou, Jiangsu, PRC
742848036@q.com
Mr. He Yiming (何一
鸣)
PRC citizen with ID number of
341222199008080375 and whose
adres is at Rom 1202, Block 1,
Tianluhu Garden, Medical High-
tech Zone, Taizhou, Jiangsu, PRC
heyiming@abio.com.cn
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SCHEDULE 2
THE HONG KONG UNDERWRITERS
Hong Kong
Underwriters Adres
Hong Kong
Underwriting
Comitment
(number of Hong
Kong Ofer Shares)
Proportion
by way of
percentage
CLSA Limited 18/F, One Pacific Place,
88 Quensway, Hong
Kong
Se below Se below
CMB International
Capital Limited
45/F, Champion Tower,
3 Garden Road, Central,
Hong Kong
Se below Se below
Livermore Holdings
Limited
Unit 1214A, 12/F, Tower
I Cheung Sha Wan
Plaza, 833 Cheung Sha
Wan Road, Kowlon,
Hong Kong
Se below Se below
Funde Securities
Limited
Unit 2203, 22/F, Tower
1, Admiralty Centre, 18
Harcourt Road,
Admiralty, Hong Kong
Se below Se below
Aristo Securities
Limited
Rom B, 11/F, Golden
Star Building, 22
Lockhart Road, Wan
Chai, Hong Kong
Se below Se below
BOCI Asia Limited
26/F, Bank of China
Tower, 1 Garden Road,
Central, Hong Kong
Se below Se below
ICBC International
Securities Limited
37/F, ICBC Tower, 3
Garden Road, Hong
Kong
Se below Se below
Total: 3,344,400 100.00%
The Hong Kong Public Ofering Underwriting Comitment shal be determined in the mater
set out below:
A= B/C x 3,344,400
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Where:
“A” is the Hong Kong Underwriting Comitment of the relevant Hong Kong Underwriter,
provided that any fraction of a Share shal be rounded down to the nearest whole number of a
Share;
“B” is the agregate number of Firm Shares and Option Shares (each as defined in the
International Underwriting Agrement) which the relevant Hong Kong Underwriter has agred
to purchase or procure purchasers for pursuant to the International Underwriting Agrement;
and
“C” is the agregate number of Firm Shares and Option Shares which al the Hong Kong
Underwriters have agred to purchase or procure.
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SCHEDULE 3
THE WARANTIES
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Part A
Representations and Waranties Given by the Warantors
Each of the Warantors jointly and severaly represents and warants to, and agres with,
each of the Joint Sponsors, Joint Global Cordinators, the Overal Cordinators, the Joint
Bokruners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong
Underwriters as folows:
(a) (A) none of the Hong Kong Public Ofering Documents or the Preliminary
Ofering Circular contained or wil contain an untrue statement of a material fact or omited or
wil omit to state a material fact necesary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading and (B) no individual
Suplemental Ofering Material conflicted or wil conflict with the Hong Kong Public Ofering
Documents (as used herein, “Suplemental Ofering Material” means any “writen
comunication” (within the meaning of the Securities Act) prepared by or on behalf of the
Company, or used or refered to by the Company, that constitutes an ofer to sel or a
solicitation of an ofer to buy the Ofer Shares including without limitation, any roadshow
material and pres releases relating to the Ofer Shares that constitutes such writen
comunication, other than the Hong Kong Public Ofering Documents or amendments or
suplements thereto);
(b) al information disclosed or made available in writing or oraly from time to time
(and any new or aditional information serving to update or amend such information) which is
disclosed or made available by or on behalf of the Company, its Subsidiary (as defined below),
the Waranting Shareholders, and/or any of their respective supervisors, directors, oficers,
employes, Afiliates or agents to the Stock Exchange, the SFC, the CSRC, any other
aplicable Governmental Authority, the Joint Sponsors, the Joint Global Cordinators, the
Overal Cordinators, the Joint Bokruners, the Joint Lead Managers, the Underwriters, the
Capital Market Intermediaries, the Reporting Acountant (as defined below), the Internal
Control Consultant, the Industry Consultant and/or the legal and other profesional advisors
for the Company, the Overal Cordinators or the Capital Market Intermediaries for the
purposes of the Global Ofering and/or the listing of the H Shares on the Stock Exchange
(including, without limitation, for the purpose of replying to queries and coments raised by
the Stock Exchange, the SFC, the CSRC or any other aplicable Governmental Authority)
(including, without limitation, the answers and documents contained in or refered to in the
Verification Notes, and the information, answers and documents used as the basis of
information contained in the Hong Kong Public Ofering Documents or the Preliminary
Ofering Circular or provided for or in the course of due diligence or the discharge by the Joint
Sponsors of their obligations as sponsors under the Listing Rules, information and documents
provided for the discharge by the Underwriters, the Overal Cordinators and the Capital
Market Intermediaries of their respective obligations as an Underwriter, an Overal Cordinator
and/or a Capital Market Intermediary under the Code of Conduct, the Listing Rules and other
aplicable Laws (including the CSRC Rules) and the responses to queries and coments raised
by the Stock Exchange, the SFC, the CSRC or any aplicable Governmental Authority and the
information contained in the roadshow materials and pres releases) was so disclosed or made
available in ful and in god faith and was when given and, except as subsequently disclosed
in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular
or otherwise notified to the Stock Exchange, the SFC, the CSRC and/or any other aplicable
Governmental Authority, as aplicable, remains complete, true and acurate in al material
respect and not misleading; there is no other information which has not ben provided the result
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of which would make the information so disclosed or made available misleading in any respect;
al forecasts and estimates so disclosed or made available have ben made after due, careful
and proper consideration and, where apropriate, are based on asumptions refered to in each
of the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular and the
CSRC Filings (to the extent there are any) and represent reasonable and fair expectations held
based on facts known to the Company or its directors or the Waranting Shareholders; Each of
the CSRC Filings is and remains complete, true and acurate and not misleading in any respect,
and does not omit any information which would make the statements made therein, in light of
the circumstances under which they were made, misleading.
(c) the Company (including, without limitation, its agents and representatives, other
than the Underwriters in their capacity as such) (A) has not made, used, prepared, authorized,
aproved or refered to any Suplemental Ofering Material and (B) wil not prepare, make,
use, authorize, aprove or refer to any Suplemental Ofering Material, in each case, without
the prior consent of the Joint Global Cordinators and the Overal Cordinators;
(d) al statements or expresions of opinion or intention, forward-loking statements
and estimates (including, without limitation, the statements regarding the suficiency of
working capital, industry information as set out in the “Industry Overview” section of the Hong
Kong Public Ofering Documents and Preliminary Ofering Circular, future plans, use of
proceds, critical acounting policies, indebtednes, prospects, dividends, material contracts,
litigation and regulatory compliance) in each of the CSRC Filings, the Hong Kong Public
Ofering Documents and the Preliminary Ofering Circular, at and as of the date of this
Agrement and at al other times when the waranties are repeated pursuant to this Agrement,
are and wil remain fairly and honestly made in god faith on reasonable grounds and, where
apropriate, based on reasonable asumptions, and such grounds or asumptions are and wil
remain fairly and honestly held in god faith by the Company and its directors and the
Waranting Shareholders and there are and wil be no other facts known or which could have
ben known to the Company or its directors or the Waranting Shareholders the omision of
which would make any such statement or expresion misleading;
(e) each of the Hong Kong Public Ofering Documents and the Preliminary
Ofering Circular contains or includes (A) al material information and particulars required to
comply with al statutory and other provisions, including without limitation, the Companies
Ordinance, the Companies (Winding Up and Miscelaneous Provisions) Ordinance, the PRC
Companies Law, the Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited (amended from time to time) and the listing decisions, guidelines and other
requirements of the Stock Exchange (colectively, the “Listing Rules”), CSRC Rules and al
other Laws so far as aplicable to any of the foregoing, the Global Ofering and/or the listing
of the H Shares on the Stock Exchange (unles any such requirement has ben waived or
exempted by the relevant Governmental Authority); and (B) al such information as investors
and their profesional advisors would reasonably require, and reasonably expect to find therein,
for the purpose of making an informed asesment of the busines, condition (financial or
other), activities, asets and liabilities, financial position, profits and loses, management and
prospects of the Group, taken as a whole, and of the rights ataching to the H Shares. Al public
notices, anouncements and advertisements in conection with the Global Ofering (including,
without limitation, the Formal Notice and the OC Anouncement and al filings and
submisions provided by or on behalf of the Company, any other member of the Group and/or
the Waranting Shareholders or any of their respective supervisors, directors, oficers,
employes, Afiliates, representatives or agents (other than the Underwriters in their capacity
as such), to the CSRC, the SEHK, the SFC and/or any other aplicable Authority) have
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complied or wil comply with al aplicable Laws and al statements of fact contained therein
are and wil be true, acurate and complete and not misleading
(f) the aplication prof and the PHIP are in compliance with and have included
apropriate warning and disclaimer statements for publication as required in Chapter 6.4 of
the Guide for New Listing Aplicants (as amended and updated from time to time);
(g) as of the date of this Agrement, the Company has the registered and isued
share capital as set forth in each of the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular; al of the isued share capital of the Company (A) have ben
duly registered and validly isued and are fuly paid and non-asesable; (B) are owned by the
existing shareholders in the amounts specified in each of the Hong Kong Public Ofering
Documents and the Preliminary Ofering Circular; (C) have ben isued in compliance with al
aplicable Laws; (D) were not isued in violation of any premptive right, resale right, right of
first refusal or similar right; and (E) are not subject to any security interest or other
Encumbrance or adverse claims;
(h) the Company (A) has ben duly established, incorporated, registered or
organized and is validly existing in god standing under the Laws of the PRC, with ful right,
power and authority (corporate and other) to own, use, lease and operate its properties and
asets and conduct its busines in the maner presently conducted and as described in each of
the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular; (B) is duly
qualified to transact busines and is in god standing in each jurisdiction where such
qualification is required (by virtue of its busines, ownership or leasing of properties or asets
or otherwise); and (C) is capable of suing and being sued in its own name, and the articles of
asociation and other constitutive documents and the busines license (if aplicable) of the
Company comply with the requirements of the Laws of the PRC and are in ful force and efect;
(i) the Company has ful right, power and authority (corporate and other) to execute
and deliver each of this Agrement, the International Underwriting Agrement and the Related
Agrements (as defined below) and to perform its obligations hereunder and thereunder and to
isue, sel and deliver the Ofer Shares as contemplated herein; the Company has ben duly
registered as a non-Hong Kong company under Part 16 of the Companies Ordinance and the
articles of asociation and other constitutive documents and the busines license of the
Company comply with the Laws of Hong Kong (including, without limitation, the Listing
Rules) where aplicable;
(j) save as disclosed in each of the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular, no person, individualy or together with his, her or its Afiliates,
beneficialy owns (within the meaning of Rule 13(d)(3) of the U.S. Securities Exchange Act of
1934, as amended (the “Exchange Act”), ultimately controls or otherwise has any interest
(within the meaning of Part XV of the Securities and Futures Ordinance (Cap 571 of the Laws
of Hong Kong) (the “Securities and Futures Ordinance”) in no les than 5% of any clas of
the Company’s share capital through trust, contract, arangement, understanding (whether
formal or informal) or otherwise;
(k) (A) “History, Development and Corporate Structure — Our Subsidiary” and
“Apendix I – Acountants’ Report – Particulars of Subsidiary and Investment in a Subsidiary”
of the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular sets forth
a subsidiary of the Company (the “Subsidiary”) and the Company’s interest therein; the
Company has no material subsidiaries, jointly-controled companies, consolidated afiliated
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entities and asociated companies other than the one as set forth in the sections of each of the
Hong Kong Public Ofering Documents and the Preliminary Ofering Circular headed
“Apendix I – Acountants’ Report” and “History, Development and Corporate Structure”; (B)
the Company owns al the isued or registered share capital or other equity interests of or in its
Subsidiary as disclosed in each of the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular; the registered capital (in the form of shares or otherwise) of the
Subsidiary of the Company has ben duly and validly isued and fuly paid up with al
contributions to such registered capital having ben paid within the time periods prescribed
under aplicable Laws and al payments of such contributions having ben aproved by the
aplicable Government Authorities, and no obligation for the payment of a contribution to such
registered capital remains outstanding; al of such registered capital has ben isued in
compliance with al aplicable Laws and was not isued in violation of any pre-emptive right,
resale right, right of first refusal or similar right and is owned by the Company subject to no
security interest or other Encumbrance or adverse claims; (C) other than the share capital or
other equity interests of or in its Subsidiary, the Company does not own, directly or indirectly,
any share capital or any other equity interests or long-term debt securities of or in any
corporation, firm, partnership, joint venture, asociation or other entity; and (D) no options,
warants or other rights to purchase, agrements or other obligations to isue or other rights to
convert any obligation into share capital or other equity interests of or in each of the Company
and its Subsidiary are outstanding;
(l) the Subsidiary (A) has ben duly established, incorporated, registered or
organized and is validly existing in god standing under the Laws of the PRC, with ful right,
power and authority (corporate and other) to own, use, lease and operate its properties and
asets and conduct its busines in the maner presently conducted and as described in each of
the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular, (B) is duly
qualified to transact busines and is in god standing in each jurisdiction where such
qualification is required (by virtue of its busines, ownership or leasing of properties or asets
or otherwise), and (C) is capable of suing and being sued in its own name; the articles of
asociation and other constitutive documents and the busines license of the Subsidiary of the
Company comply with the requirements of the Laws of PRC are in ful force and efect. Except
as set out in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular, the Subsidiary does not have loans to any of its shareholders. The Subsidiary does not
have any liabilities (contingent or otherwise) which are material to the financial position,
busines or operations of the Group as a whole;
(m) al Aprovals and Filings with any Governmental Authority with respect to the
establishment of the Company, its Subsidiary and the Waranting Shareholders have ben duly
and validly made or obtained; the Company and its Subsidiary have received al requisite
certifications from each aplicable PRC Government Authority and has duly and timely
submited its anual filings on the National Enterprise Credit Information Publicity System of
the State Administration for Market Regulation of the PRC (the “SAMR”) and made such
anual filings publicly available, without being found to have any deficiency by the SAMR
and its local branches or counterparts and each of the Company and its Subsidiary has timely
received al requisite certifications from each aplicable Governmental Authority (as used
herein, “Aprovals and Filings” means any aprovals, licenses, consents, authorizations,
permits, permisions, clearances, certificates, orders, concesions, qualifications, registrations,
declarations and/or filings);
(n) neither the Company nor its Subsidiary has conducted, is conducting or proposes
to conduct any busines, has acquired or proposes to acquire any property or aset or has
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incured or proposed to incur any liability or obligation (including, without limitation,
contingent liability or obligation), which is material to the Group but which is not directly or
indirectly related to the busines of the Group taken as a whole, as described in each of the
Hong Kong Public Ofering Documents and the Preliminary Ofering Circular;
(o) as of the Listing Date, the Company wil have the registered and isued share
capital as set forth in the sections of each of the Hong Kong Public Ofering Documents and
the Preliminary Ofering Circular headed “Share Capital”; asuming the ful exercise of the
Ofer Size Adjustment Option (if any) as of the relevant Aditional Time of Delivery, the
Company wil have the registered and isued share capital as set forth in the sections of each
of the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular headed
“Share Capital”; the share capital of the Company, including the Ofer Shares, and the share
capital of the Subsidiary of the Company, conform to each description thereof contained in
each of the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular and
each such description is complete, true and acurate and not misleading;
(p) the Ofer Shares have ben duly and validly authorized and, when aloted,
isued and delivered against payment therefor as provided in this Agrement or the
International Underwriting Agrement, as aplicable, wil be duly and validly aloted,
registered and isued, fuly paid and non-asesable, fre of any Encumbrance; the Ofer Shares
wil have atached to them the rights and benefits specified in the Company’s articles of
asociation as described in each of the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular and, in particular, wil rank pari pasu in al respects with the
existing isued Shares, including the right to rank in ful for al distributions declared, paid or
made by the Company after the time of their alotment; the certificates for the Ofer Shares,
when isued, wil be in due and proper form such as to be legal and valid under al aplicable
Laws; the Ofer Shares wil be frely transferable by the Company to or for the acount of the
Hong Kong Underwriters and the subsequent purchasers and, when aloted, isued and
delivered against payment therefor as provided in this Agrement or the International
Underwriting Agrement, as aplicable, wil be fre of any restriction upon the holding, voting
or transfer thereof pursuant to the Laws of the PRC or Hong Kong or the articles of asociation
or other constitutive documents or the busines license of the Company or any agrement or
other instrument to which the Company is a party; no holder of the Ofer Shares after the
completion of the Global Ofering wil be subject to personal liability in respect of any of the
Company’s liabilities or obligations by reason of being such a holder;
(q) each of this Agrement, the International Underwriting Agrement, the price
determination agrement betwen the Company and Overal Cordinators, on behalf of the
Hong Kong Underwriters, to be dated or around August 6, 2025 (the “Price Determination
Agrement”), the registrar agrement betwen the Hong Kong Share Registrar and the
Company dated July 25, 2025 (the “Registrar’s Agrement”), the cornerstone investor
agrements among the Company, the Joint Sponsors, the Overal Cordinators and the several
cornerstone investors as disclosed in the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular (the “Cornerstone Investor Agrements”), the receiving banks
agrement among the Company, [Overal Cordinators] and each of the respective receiving
banks dated July 29, 2025 (the “Receiving Banks Agrement”) and the FINI agrement
betwen the Company and the Hong Kong Securities Clearing Company Limited (the “FINI
Agrement”) (the Price Determination Agrement, the Registrar’s Agrement, the
Cornerstone Investor Agrements, the Receiving Banks Agrement and the FINI Agrement,
colectively, the “Related Agrements”) has ben or wil be duly authorized, executed and
delivered by the Company and/or the Waranting Shareholders (where aplicable) and when
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validly authorized, executed and delivered by the other parties hereto and thereto, constitutes
or wil constitute a legal, valid and binding agrement of the Company and/or the Waranting
Shareholders (where aplicable), enforceable in acordance with its terms;
(r) none of the Company, its Subsidiary or the Waranting Shareholders is in breach
or violation of or in default under (nor has any event ocured which, with notice or lapse of
time or fulfilment of any condition or compliance with any formality or al of the foregoing,
would result in a breach or violation of, constitute a default under or give the holder of any
indebtednes (or a person acting on such holder’s behalf) the right to require the repurchase,
redemption or repayment of al or part of such indebtednes under) (A) its articles of asociation
or other constitutive documents or its busines license (if aplicable), or (B) any indenture,
mortgage, ded of trust, loan, or credit agrement or other evidence of indebtednes, or any
license, lease, contract or other agrement or instrument to which it is a party or by which it or
any of its properties or asets may be bound or afected, or (C) any Laws aplicable to it or any
of its properties or asets, except, in each case of (B) or (C), where such breach, violation or
default would not result in Material Adverse Efect;
(s) the execution, delivery and performance of this Agrement, the International
Underwriting Agrement and the Related Agrements and any other document required to be
executed by the Company and/or the Waranting Shareholders pursuant to the provisions of
this Agrement, the International Underwriting Agrement or the Related Agrements, the
isuance and sale of the Ofer Shares, the consumation of the transactions herein or therein
contemplated, and the fulfilment of the terms hereof or thereof, do not and wil not conflict
with, or result in a breach or violation of, or constitute a default under (or constitute any event
which, with notice or lapse of time or fulfilment of any condition or compliance with any
formality or al of the foregoing, would result in a breach or violation of, constitute a default
under or give the holder of any indebtednes (or a person acting on such holder’s behalf) the
right to require the repurchase, redemption or repayment of al or part of such indebtednes
under), or result in the creation or imposition of a lien, charge or Encumbrance on any property
or asets of the Company, its Subsidiary and/or the Waranting Shareholders pursuant to (A)
the articles of asociation or other constitutive documents or the busines license of the
Company, its Subsidiary or the Waranting Shareholders; or (B) any indenture, mortgage, ded
of trust, loan or credit agrement or other evidence of indebtednes, or any license, lease,
contract or other agrement or instrument to which the Company, its Subsidiary or the
Waranting Shareholders is a party or by which the Company, its Subsidiary or the Waranting
Shareholders is bound or any of their respective properties or asets may be bound or afected;
or (C) any Laws aplicable to the Company, its Subsidiary or the Waranting Shareholders or
any of their respective properties or asets;
(t) aproval in principle has ben obtained from the listing comite of the Stock
Exchange for the listing of, and permision to deal in, the H Shares on the Main Board of the
Stock Exchange;
(u) except for the final aproval from the Stock Exchange for the listing of, and
permision to deal in, the H Shares on the Main Board of the Stock Exchange, al Aprovals
and Filings (as defined below) under any Laws aplicable to, or from or with any Governmental
Authority having jurisdiction over the Company, its Subsidiary or the Waranting Shareholders
or any of their respective properties or asets, or otherwise from or with any other persons,
required in conection with the isuance and sale of the Ofer Shares or the execution or
delivery by the Company of this Agrement, the International Underwriting Agrement, the
Related Agrements, or any other document required to be executed by the Company and/or
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the Waranting Shareholders pursuant to the provisions of this Agrement, the International
Underwriting Agrement or the Related Agrements, or the performance by the Company
and/or the Waranting Shareholders of its obligations hereunder and thereunder or the
consumation of the transactions contemplated by this Agrement, the International
Underwriting Agrement, the Related Agrements or any other document required to be
executed by the Company and/or the Waranting Shareholders pursuant to the provisions of
this Agrement, the International Underwriting Agrement or the Related Agrements have
ben obtained or made and are in ful force and efect, and there is no reason to believe that
any such Aprovals and Filings may be revoked, suspended or modified. The Company has
complied with al requirements and timely submited al requisite filings in conection with the
Global Ofering (including, without limitation, the CSRC Filing Report) with the CSRC
pursuant to the CSRC Filing Rules and al aplicable Laws, and the Company has not received
any notice of rejection, withdrawal or revocation from the CSRC in conection with such
CSRC Filings. Each of the CSRC Filings made by or on behalf of the Company is in
compliance with the disclosure requirements pursuant to the CSRC Filing Rules;
(v) no person has (A) the right, contractual or otherwise, to cause the Company
and/or the Waranting Shareholders to isue or sel to him, her or it any H Shares or shares of
any other share capital of the Company, (B) any premptive rights, resale rights, rights of first
refusal or other rights to purchase H Shares or shares of any other share capital of the Company,
(C) the right to act as an underwriter or as a financial adviser to the Company in conection
with the ofer and sale of the Ofer Shares, or (D) the right, contractual or otherwise, to cause
the Company and/or the Waranting Shareholders to include any H Shares or shares of any
other share capital of the Company in the Global Ofering; the Global Ofering and the other
transactions provided for or contemplated by this Agrement, the International Underwriting
Agrement, the Related Agrements and al related arangements, in so far as they are the
responsibility of or caried out by the Company, its Subsidiary and/or the Waranting
Shareholders, have ben and wil be caried out in acordance with al aplicable Laws and
regulatory requirements in the PRC and Hong Kong and other relevant jurisdictions;
(w) (A) the Company and its Subsidiary and the Corporate Member of the
Waranting Shareholders (as defined in Part B of Schedule 3) (i) have conducted and are
conducting their respective busineses and operations in compliance with al Laws aplicable
thereto and (i) have obtained, made and hold al Aprovals and Filings under, from or with
(and are in compliance with al Aprovals and Filings obtained, made or held under, from or
with) any aplicable Laws and from or with any Governmental Authority having jurisdiction
over the Company, its Subsidiary and/or the Corporate Members of the Waranting
Shareholders or any of their respective properties or asets required in order to own, lease,
license and use their respective properties and asets and conduct their respective busineses
and operations (colectively, the “Governmental Licenses”); (B) al such Governmental
Licenses do not contain any burdensome restrictions or conditions not described in each of the
Hong Kong Public Ofering Documents or the Preliminary Ofering Circular, except where
such restrictions or conditions would not result in Material Adverse Efect ; (C) al such
Governmental Licenses are valid and in ful force and efect, and none of the Company, its
Subsidiary or the Corporate Member of the Waranting Shareholders is in violation of, or in
default under, or has received notice of any action, suit, proceding, investigation or inquiry
relating to revocation, suspension or modification of, or has any reason to believe that any
Governmental Authority is considering revoking, suspending or modifying, any such
Governmental Licenses, and there are no facts or circumstances existing or that have in the past
existed which may lead to the revocation, rescision, avoidance, repudiation, withdrawal, non-
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renewal or change, in whole or in part, of any of the existing Governmental Licenses, or any
requirements for aditional Governmental Licenses which could prevent, restrict or hinder the
operations of the Company, its Subsidiary and/or the Corporate Member of the Waranting
Shareholders or cause the Company, its Subsidiary and the Corporate Member of the
Waranting Shareholders to incur aditional material expenditures, except such would not
result in Material Adverse Efect; and (D) no Governmental Authority, in its inspection,
examination or audit of the Company, its Subsidiary and/or the Corporate Member of the
Waranting Shareholders has reported findings or imposed penalties that have resulted or could
reasonably be expected to have or result in any Material Adverse Efect and, with respect to
any such inspection, examination or audit, al findings have ben properly rectified, al
penalties have ben paid and al recomendations have ben adopted;
(x) the Company and its Subsidiary (A) are in compliance with al aplicable laws,
rules and regulations relating to the vacines in the PRC and other aplicable jurisdictions (the
“Vacine Regulations”); (B) have received, and are in compliance with, al Aprovals and
Filings and the Governmental Licenses required under aplicable Vacine Regulations
(including, without limitation, al permits, licenses and certifications related to medical
devices) to conduct its respective busineses; and (C) have not received notice of any actual or
potential liability under, or violation of, any Vacine Regulations (including, without
limitation, al permits, licenses and certifications related to vacines);
(y) there are (A) no actions, suits, procedings, arbitrations, investigations or
inquiries, whether legal, regulatory, administrative, under any Laws or by or before any
Governmental Authority or otherwise pending or, to the best knowledge of the Company,
threatened or contemplated to which the Company, its Subsidiary and/or the Waranting
Shareholders or any of their respective supervisors, directors, oficers, or to the best knowledge
of the Company, their respective employes, Afiliates or agents (other than the Underwriters
in their capacity as such) is or may be a party or to which any of their respective properties or
asets is or may be subject, at law or in equity, whether or not arising from transactions in the
ordinary course of busines and there are no circumstances likely to give rise to any such,
actions, suits, procedings, arbitrations, investigations or inquiries; (B) no Law that has ben
enacted, adopted or isued or, that has ben proposed by any Governmental Authority; and (C)
no judgment, decre or order of any Governmental Authority, which, in any such case
described in clauses (A), (B) or (C) above, would, or could reasonably be expected to,
individualy or in the agregate, afect the power or ability of the Company and/or the
Waranting Shareholders to perform its obligations under this Agrement, the International
Underwriting Agrement and the Related Agrements, to ofer, sel and deliver the Ofer
Shares (as aplicable) or to consumate the transactions contemplated by this Agrement, the
International Underwriting Agrement and the Related Agrements or otherwise afect the
Global Ofering, or are required to be described in the Hong Kong Public Ofering Documents
and the Preliminary Ofering Circular but are not so adequately described;
(z) none of the Company, its Subsidiary, the Waranting Shareholders nor any
person acting on behalf of any of them has taken any action, nor have any steps ben taken or
any actions, suits, procedings or arbitrations under any Laws ben started or to the best
knowledge of the Company, threatened to (A) wind up, liquidate, disolve, make dormant or
eliminate or declare insolvent the Company, its Subsidiary and/or the Waranting Shareholders;
or (B) to withdraw, revoke or cancel any Aproval and Filings or Governmental Licenses under
any Laws aplicable to, or from or with any Governmental Authority having jurisdiction over,
the Company, its Subsidiary, the Waranting Shareholders or any of their properties or asets,
or otherwise from or with any other persons, required in order to conduct the busines of the
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Company, its Subsidiary and/or the Waranting Shareholders; or (C) forestal the completion
of the Global Ofering; and otherwise no winding up or liquidation procedings have ben
comenced against the Company, its Subsidiary and/or the Waranting Shareholders, and no
procedings have ben comenced for the purpose of, and no judgment has ben rendered,
declaring the Company, its Subsidiary and/or the Waranting Shareholders bankrupt or in an
insolvency proceding; no winding up or liquidation procedings have ben, to the best
knowledge of the Company, threatened against the Company, its Subsidiary and/or the
Waranting Shareholders;
(a) No member of the Group which is a party to a joint venture or shareholders’
agrement is in dispute with the other parties to such joint venture or shareholders’ agrement
and there are no circumstances which may give rise to any dispute or afect the relevant
member’s relationship with such other parties;
(b) No member of the Group nor any of the Waranting Shareholders has stoped
or suspended payments of its debts, become unable to pay its debts or otherwise become
insolvent;
(c) No member of the Group has comited or is liable for any criminal, ilegal,
unlawful or unauthorised act or breach of any obligation imposed by or pursuant any Law or
contract and no such claim remains outstanding against any such member.
(d) Deloite Touche Tohmatsu (the “Reporting Acountant”), who has audited or
reviewed certain audited and unaudited consolidated financial statements and unaudited
consolidated financial information of the Company and its Subsidiary, included in each of the
Hong Kong Public Ofering Documents and the Preliminary Ofering Circular, is an
independent public acountant as defined by the Hong Kong Institute of Certified Public
Acountants and its rulings and interpretations;
(e) (A) the audited consolidated financial statements (and the notes thereto) of the
Group included in the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular give a true and fair view of the consolidated financial position of the Company and its
Subsidiary as of the dates indicated and the consolidated results of operations, cash flows and
changes in shareholders’ equity of the Company and its Subsidiary for the periods specified,
and have ben prepared in conformity with the International Financial Reporting Standards
(“IFRS”) isued by the International Acounting Standards Board and the acounting policies
of the Company aplied on a consistent basis throughout the periods involved; (B) al sumary
and selected financial data included in the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular are derived from the acounting records of the Company and its
Subsidiary, present fairly the information shown therein and have ben compiled on a basis
consistent with that of the audited consolidated financial statements of the Company and its
Subsidiary included therein; (C) the unaudited pro forma financial information (and the notes
thereto) (and al other unaudited pro forma financial statements, information or data, if any)
included in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular present fairly the information shown therein, have ben prepared in acordance with
the aplicable requirements of the Listing Rules and on the basis set out in each of the Hong
Kong Public Ofering Documents and the Preliminary Ofering Circular and are presented on
a basis consistent with the acounting principles adopted by the Company; the asumptions
used in the preparation of such unaudited pro forma financial information (and the notes
thereto) (and al other unaudited pro forma financial statements, information and data, if any)
are reasonable and are disclosed therein and there are no other asumptions which should
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reasonably be taken into acount in the preparation of such information that are not so taken
into acount, the pro forma adjustments used therein are apropriate to give efect to the
transactions or circumstances described therein, and the pro forma adjustments have ben
properly aplied to the historical amounts in the compilation of the unaudited pro forma
financial information (and the notes thereto) (and al other pro forma financial statements,
information and data if any); (D) there are no financial statements (historical or pro forma)
that are required by the Listing Rules to be included in the Hong Kong Public Ofering
Documents and the Preliminary Ofering Circular that are not included as required; and (E) the
Group does not have any material liabilities or obligations, direct or contingent (including,
without limitation, any of-balance shet obligations), not described in each of the Hong Kong
Public Ofering Documents and the Preliminary Ofering Circular; and (F) there is no
arangement, circumstance, event, condition or development that could result in a restatement
of any financial information disclosed in the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular;
(f) the statements set forth in the section of each of the Hong Kong Public Ofering
Documents and the Preliminary Ofering Circular headed “Financial Information — Material
Acounting Policies and Critical Judgments and Estimates” are complete, true and acurate
and not misleading and acurately describe (A) the acounting policies that the Company
considers to be the most material to the portrayal of the Company’s and its subsidiary’s
“financial condition and results of operations” (“Critical Acounting Policies”), (B)
judgments and uncertainties afecting the aplication of the Critical Acounting Policies and
(C) an explanation of the likelihod that materialy diferent amounts would be reported under
diferent conditions or using diferent asumptions; and the Company’s directors, senior
management and audit comite have reviewed and agred with the selection, aplication and
disclosure of the Critical Acounting Policies and have consulted with the Company’s legal
advisors and the Reporting Acountant with regard to such selection, aplication and
disclosure;
(g) each of the Hong Kong Public Ofering Documents and the Preliminary
Ofering Circular acurately and fuly describes (A) al trends, demands, comitments, events,
uncertainties and risks, and the potential efects thereof, that the Company believes would
materialy afect liquidity or capital resources of the Group and could reasonably be expected
to ocur, and (B) al material of-balance shet transactions, arangements, obligations and
liabilities, direct or contingent; the Group does not have any material relationships with
unconsolidated entities that are contractualy limited to narow activities that facilitate the
transfer of or aces to asets by the Group, such as structured finance entities and special
purpose entities, which would, or could reasonably be expected to, have a material efect on
the liquidity or capital resources of the Group or the availability thereof or the requirements of
the Group for capital resources;
(h) The prospective information included in (i) the profit forecast as set forth in the
memorandum of the board of directors on profit forecast for the year ending December 31,
2025 and on working capital forecast for the period up to December 31, 2026 and (i) the
projected capital expenditures as set forth in the section of each of the Hong Kong Public
Ofering Documents and the Preliminary Ofering Circular headed “Financial Information”
(colectively, the “Prospective Financial Information”)in each case has ben prepared after due
and proper consideration, and represents reasonable and fair expectations honestly held, by the
Company on the basis of facts known to the best of the Company’s and Waranting
Shareholders’ knowledge after due and careful inquiry and (A) the bases and asumptions
stated in the profit forecast as set forth in the memorandum of the board of directors on profit
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forecast for the year ending December 31, 2025 and on working capital forecast for the period
up to December 31, 2026 and in acordance with the Company’s acounting policies described
in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular
consistently aplied; (B) the bases and asumptions used in the preparation of the Prospective
Financial Information (i) are al those that the Company believes are significant in forecasting
the consolidated profit atributable to the shareholders of the Company and the projected
working capital of the Company for the relevant forecast periods, and (i) reflect, for each
relevant period, a reasonable forecast by the Company of the events, contingencies and
circumstances described therein; and (C) there are no other material facts or asumptions which
ought reasonably to have ben taken into acount which have not ben taken into acount in
the preparation of such memorandum; the working capital suficiency statement set forth the
section of each of the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular headed “Financial Information — Liquidity and Capital Resources” has ben prepared
after due and proper consideration, and represents reasonable and fair expectations honestly
held by the Directors of the Company; and (D) the Prospective Financial Information represents
a fair and reasonable forecast by the Company of the consolidated profit atributable to the
shareholders of the Company and of the projected working capital of the Company for the
relevant forecast periods;
(i) (A) the Company has given to the Reporting Acountant al information that
was requested by the Reporting Acountant, and has not witheld information from the
Reporting Acountant, for the purposes of the preparation of its reports contained in each of
the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular and the
comfort leters to be isued by the Reporting Acountant in conection with the Global Ofering
and al information given to the Reporting Acountant for such purposes was given in god
faith and there is no other information which has not ben provided the result of which would
make the information so received misleading; (C) the Company has not witheld information
from the Reporting Acountant or the Joint Sponsors, the Joint Global Cordinators, the
Overal Cordinators, the Underwriters and the Capital Market Intermediaries for the purposes
of their review of the unaudited pro forma financial information and al other pro forma
financial statements, information or data, if any, of the Company and its Subsidiary included
in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular
or their review of the Company’s profit forecast, cash flow and working capital projections,
unaudited pro forma financial information, estimated capital expenditures and financial
reporting procedures, and none of the Company and the directors of the Company and the
Waranting Shareholders disagre with any aspect of the reports, leters or certificates prepared
by the Reporting Acountant;
(j) (A) save as disclosed in each of the Hong Kong Public Ofering Documents
and the Preliminary Ofering Circular, none of the Company, its Subsidiary or the Waranting
Shareholders has any material outstanding liabilities, term loans, other borowings or
indebtednes in the nature of borowings, including, without limitation, bank overdrafts and
loans, debt securities or similar indebtednes, subordinated bonds and hire purchase
comitments, or any material mortgage or charge or any material guarante or other contingent
liabilities; (B) no material outstanding indebtednes of the Company, its Subsidiary and/or the
Waranting Shareholders has (or, with notice or lapse of time or fulfilment of any condition or
compliance with any formality or al of the foregoing, wil) become repayable before its stated
maturity, nor has (or, with notice or lapse of time or fulfilment of any condition or compliance
with any formality or al of the foregoing, wil) any security in respect of such indebtednes
become enforceable by reason of default of the Company, its Subsidiary and/or the Waranting
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Shareholders; (C) no person to whom any material indebtednes of the Company, its Subsidiary
and/or the Waranting Shareholders that is repayable on demand is owed has demanded or
threatened to demand repayment of, or to take steps to enforce any security for, the same; (D)
no circumstance has arisen such that any person is now entitled to require payment of any
material indebtednes of the Company, its Subsidiary and/or the Waranting Shareholders or
under any guarante of any material liability of the Company, its Subsidiary and/or the
Waranting Shareholders by reason of default of the Company, its Subsidiary and/or the
Waranting Shareholders or any other person or under any such guarante given by the
Company, its Subsidiary and/or the Waranting Shareholders; (E) there are no outstanding
guarantes or contingent payment obligations of the Company, its Subsidiary and/or the
Waranting Shareholders in respect of indebtednes of any party that is not any member of the
Group;
(k) (A) the amounts borowed by each of the Company, its Subsidiary and/or the
Waranting Shareholders do not exced any limitation on its borowing contained in its articles
of asociation or other constitutive documents or its busines license (if aplicable) or in any
debenture or other ded or document binding upon it; (B) none of the Company, its Subsidiary
or the Waranting Shareholders has factored any of its material debts or engaged in financing
of a type which would not be required to be shown or reflected in its consolidated acounts;
(C) with respect to each of the borowing facilities of the Company or its Subsidiary that is
material to the Group as a whole and/or the Waranting Shareholders, (i) such borowing
facility has ben duly authorized, executed and delivered, is legal, valid, binding and
enforceable in acordance with its terms and is in ful force and efect, (i) al undrawn amounts
under such borowing facility is or wil be capable of drawdown, and (i) to the best knowledge
of the Company, no event has ocured, and no circumstances exist, which could cause any
undrawn amounts under such borowing facility to be unavailable for drawing as required; and
(D) to the best knowledge of the Company, no event has ocured, and no circumstances exist,
in relation to any investment grants, loan subsidies or financial asistance received by or granted
to or comited to be granted to the Company, its Subsidiary and/or the Waranting
Shareholders from or by any Governmental Authority in consequence of which the Company,
its Subsidiary and/or the Waranting Shareholders is or could be held liable to forfeit or repay
in whole or in part any such grant or loan or financial asistance;
(l) neither the Company nor its Subsidiary has sustained, subsequent to the date of
the latest audited consolidated financial statements included in each of the Hong Kong Public
Ofering Documents and the Preliminary Ofering Circular, any los or interference with its
busines from fire, explosion, drought, flod, windstorm, earthquake, epidemic, pandemic or
outbreak of infectious disease or other calamity, whether or not covered by insurance, or from
any labor dispute or any proceding, action, order or decre of any Governmental Authority,
except where such circumstance would not, and could not reasonably be expected to result in
a Material Adverse Efect;
(m) Subsequent to the date of the latest audited consolidated financial statements
included in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular, there has not ben any change or any development involving a prospective change
that would, or could reasonably be expected to, individualy or in the agregate, have a Material
Adverse Efect;
(n) Subsequent to the date of the latest audited consolidated financial statements
included in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular, save as disclosed in each of the Hong Kong Public Ofering Documents and the
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Preliminary Ofering Circular, neither the Company nor its Subsidiary has (A) entered into or
asumed or otherwise agred to be bound by any contract, agrement or transaction that is
material to the Group as a whole; (B) incured, asumed or acquired or otherwise agred to be
bound by any obligation or liability, actual or contingent (including, without limitation, any
of-balance shet obligations), that is material to the Group as a whole; (C) incured any
Encumbrance on any aset, or any lease of property, including equipment, other than such
Encumbrances created in the ordinary course of busines of the Company and/or its Subsidiary
and tax liens, that is material to the Group as a whole; (D) acquired or disposed of or agred to
acquire or dispose of any busines or aset that is material to the Group as a whole; (E) any
change in the share capital or other equity interests of any clas or outstanding indebtednes of
or in any member of the Group; (F) any dividend or distribution of any kind declared, paid or
made on the share capital or other equity interests of any clas of any member of the Group, or
(G) any los, damage, destruction or interference (whether or not covered by insurance)
afecting the said busines or its asets or properties of any member of the Group taken as a
whole or (H) entered into an agrement, a leter of intent or memorandum of understanding (or
anounced an intention to do so) relating to any maters identified in clauses (A) through (G)
above, except that would not, and could not reasonably be expected to result in a Material
Adverse Efect;
(o) Subsequent to the date of the latest audited financial statements included in each
of the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular, each of
the Company and its Subsidiary (A) has caried on and wil cary on busines in the ordinary
and usual course so as to maintain it as a going concern and in the same maner as previously
caried on, and since such date, each of the Company and its Subsidiary has not entered into
any contract, transaction or comitment outside the ordinary course of busines or of an
unusual or onerous nature and has not asumed, acquired or incured any liability (including
contingent liability) or other obligation which is material to the Company or the Subsidiary;
and (B) has continued to pay its creditors in the ordinary course of busines, and there has not
ben any adverse change in the Group’s busines relations with its supliers, licensors, lenders
and customers;
(p) subsequent to the date of the latest audited consolidated financial statements
included in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular, neither the Company nor its Subsidiary has (A) canceled, waived, released or
discounted in whole or in part any debt or claim, except in the ordinary course of busines; (B)
purchased or reduced or otherwise changed, or agred to purchase or reduce or otherwise
change, its share capital or other equity interest of any clas; (C) declared, made or paid any
dividend or distribution of any kind on its share capital or other equity interest of any clas; or
(D) entered into an agrement, a leter of intent or memorandum of understanding (or
anounced an intention to do so) relating to any maters identified in clauses (A) through (C)
above;
(q) save as disclosed in each of the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular, A) each of the Company and its Subsidiary has valid, god and
marketable title (including, where relevant, valid granted long term land use rights, building
ownership rights and real estate certificates) to al real properties, land and buildings that it
purports to own and valid and god title to al personal properties and asets that it purports to
own, in each case fre and clear of al liens, charges, Encumbrances, claims, defects, options
or restrictions, except such as would not, and could not reasonably be expected to, individualy
or in the agregate, materialy and adversely afect the value of such property or aset,
materialy interfere with the use made and proposed to be made of such property or aset by
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the Company or its Subsidiary materialy and adversely limit, restrict or otherwise afect the
ability of the Company or its Subsidiary to utilize, develop or redevelop such property or aset,
or result in a Material Adverse Efect; (B) each real property, land or building or personal
property or aset, as aplicable, held under lease by the Company or its Subsidiary is held by
it under a lease in ful force and efect that has ben duly authorized, executed and delivered
and is legal, valid, binding and enforceable in acordance with its terms, with such exceptions
as would not, and could not reasonably be expected to, individualy or in the agregate,
materialy interfere with the use made and proposed to be made of such property or aset by
the Company or its Subsidiary, as aplicable; no material default (or event which, with notice
or lapse of time or fulfilment of any condition or compliance with any formality or al of the
foregoing, would constitute such a default) by the Company or its Subsidiary has ocured and
is continuing or is likely to ocur under any of such leases; neither the Company nor its
Subsidiary is aware of any action, suits, claims, demands, investigations, judgment, awards and
procedings of any nature that has ben aserted by any person which (a) may be adverse to
the rights or interests of the Company or its Subsidiary under such lease, tenancy or license or
(b) which may afect the rights of the Company or its Subsidiary to the continued posesion
or use of such leased or licensed property or other aset; the right of the Company or its
Subsidiary to poses or use such leased or licensed property or other aset is not subject to any
unusual or onerous terms or conditions; there are no Encumbrances, conditions, planing
consents, orders, regulations or other restrictions which may interfere or afect the use made or
proposed to be made of such leased or licensed property or other aset by the Company or its
Subsidiary; (C) the use of al properties owned or leased by the Company or its Subsidiary is
in acordance with its permited use under al aplicable Laws; (D) neither the Company nor
its Subsidiary owns, operates, manages or has any other right or interest in any other real
property or building or personal property or aset, as aplicable, of any kind that is material,
save as reflected in the audited financial statements of the Company and its Subsidiary included
in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular,
and no other real properties, land or buildings and personal properties or asets are necesary
in order for the Company and its Subsidiary to cary on the busines of the Company and its
Subsidiary in the maner described in each of the Hong Kong Public Ofering Documents and
the Preliminary Ofering Circular; and (E) neither the Company nor its Subsidiary has any
material existing or contingent liabilities in respect of any properties previously ocupied by it
or in which it has owned or held any interests. Neither of the Company nor its Subsidiary owns,
operates, manages, leases or has any other right or interest in any other real property, land or
building of any kind which carying amount is or is above 15% of the consolidated total asets
of the Group as set out in the audited consolidated financial statements of the Company and its
Subsidiary in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular.
(r) the use of any premises ocupied by the Company and/or its Subsidiary is in
acordance with the terms provided for in the lease, tenancy, license, concesion or agrement
of whatsoever nature relating to such ocupation and the Company and/or its Subsidiary (as
aplicable) have observed and performed the terms and conditions thereof on the part of the
tenant to be observed and performed, except as would not, and could not reasonably be
expected to result in a Material Adverse Efect;
(s) al preclinical studies and clinical trials conducted by or on behalf of the Group
that are material to the Group have ben acurately and adequately described in the Hong
Kong Public Ofering Documents and the Preliminary Ofering Circular. The preclinical
studies and clinical trials conducted by or on behalf of the Company or its Subsidiary were and,
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if stil ongoing, are being conducted in compliance in al material respects with al Laws,
regulations and protocols aplicable thereto in the jurisdictions in which they are being
conducted and with al Laws, regulations and protocols aplicable to such preclinical studies
and clinical trials from which data wil be submited to suport marketing aproval. The
descriptions in the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular of the results of such studies and trials are acurate and complete in al material
respects and fairly present the data derived from such studies and trials, and the Company or
its Subsidiary has no knowledge of any third-party clinical trial the agregate results of which
cal into question the results of any clinical trial conducted by or on behalf of the Company or
its Subsidiary that are described in the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular. The Company or its Subsidiary has not received, and does not
have any knowledge of, any notices or statements from the National Medical Products
Administration (“NMPA”) or any comparable regulatory agency (each a “Regulatory
Authority”) imposing, requiring, requesting or sugesting a clinical hold, termination,
suspension or modification for or of any preclinical studies or clinical trials that are conducted
and described in the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular, or the results of such studies or trials which are refered to in the Hong Kong Public
Ofering Documents and the Preliminary Ofering Circular. The Company and its Subsidiary
have made al filings in relation to and curently hold al aprovals material to its busines
operations as required by any Regulatory Authority. The Company or its Subsidiary has not
received, and otherwise does not have any knowledge of, any notices or statements from any
Regulatory Authority of (i) any aplication with any Regulatory Authority in relation to any
potential product of the Company or its Subsidiary that is or has ben rejected or determined
to be non-aprovable or conditionaly aprovable; and (i) any license, aproval, permit or
authorization to conduct any clinical trial of any potential product of the Company or its
Subsidiary that has ben, wil be or may be suspended, revoked, modified or limited;
(t) the Company and its Subsidiary have not received any unresolved writen notice
of any claim, action, suit, proceding, hearing, enforcement, investigation, arbitration or other
similar action from any Regulatory Authority aleging that the Company or its Subsidiary is
in violation of any aplicable Laws. The Company or its Subsidiary has not received any
unresolved writen or oral notice from any Regulatory Authority that such Regulatory
Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any
aprovals held by the Company or its Subsidiary. Neither the Company nor its Subsidiary is in
violation of any (i) aplicable laws set forth in the section headed “Regulatory Overview” in
the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular; (i) any and
al other aplicable Laws and regulations, in any jurisdiction where the Company or its
Subsidiary conducts busines; and (i) quality, safety and acreditation requirements under
aplicable federal, state, local or foreign laws or regulatory bodies. Aditionaly, neither the
Company nor its Subsidiary, nor any of their respective oficers, supervisors or directors nor,
to the best knowledge of the Company, any of their employes has ben prohibited, suspended
or debared from participation in any national, regional or private healthcare programs that
reimburse patients’ out-of-pocket expenditure on our products, centralized procurement
programs, or human clinical research in the jurisdictions where the Company or its Subsidiary
conducts busines;
(u) al statements relating to the expectation or estimate in conection with the
clinical trial progres and regulatory aproval submision timeline for any product candidate
contained in each of the Hong Kong Public Ofering Documents and Preliminary Ofering
Circular have ben made after due, careful and proper consideration and represent fair and
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reasonable expectations honestly held based on facts known to the Company and/or its
Subsidiary. To the best knowledge of the Company, there are no circumstances, indications or
developments that wil reasonably be expected to result in a material delay in the expectation
or estimate in conection with the clinical trial progres and regulatory aproval submision
timeline for any product candidate contained in each of the Hong Kong Public Ofering
Documents and the Preliminary Ofering Circular;
(v) (A) the Company and its Subsidiary own, fre of Encumbrances, or have
obtained (or can obtain on reasonable terms) valid licenses for, or other rights to use, al patents,
patent aplications, inventions, copyrights, trademarks (both registered and unregistered),
service marks (both registered and unregistered), registered designs, trade or service names,
domain names, know-how (including, without limitation, trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or proceses), and other
proprietary information, rights or proceses (colectively, the “Intelectual Property”)
described in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular as being owned or licensed or used by them and such rights and licenses held by the
Company and its Subsidiary in any Intelectual Property comprise al the rights and licenses
that are necesary for the conduct of, or material to, the busineses as curently conducted or
as proposed to be conducted by the Company and its Subsidiary; the Core Products (as defined
and described in the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular) fal within one or more patents owned by, or exclusively licensed to, the Company
and/or its Subsidiary; (B) each agrement pursuant to which the Company or its Subsidiary has
obtained licenses for, or other rights to use, Intelectual Property is legal, valid, binding and
enforceable in acordance with its terms; the Company and its Subsidiary have complied with
the terms of each such agrement which is in ful force and efect, and no material default (or
event which, with notice or lapse of time or fulfilment of any condition or compliance with
any formality or al of the foregoing, would constitute such a default) by the Company or its
Subsidiary has ocured and is continuing or is likely to ocur under any such agrement, and
no notice has ben given by or to any party to terminate any such agrement; (C) there is no
existing, pending or to the best knowledge of the Company, threatened action, suit, proceding
or claim to the contrary or any chalenge by any other person to the rights of the Company or
its Subsidiary with respect to the Intelectual Property, and there are no facts which could form
a reasonable basis for any such action, suit, proceding or claim; (D) there are no third parties
who have or wil be able to establish rights to any Intelectual Property, except for, and to the
extent of, the ownership rights of the owners of the Intelectual Property which al of the Hong
Kong Public Ofering Documents and the Preliminary Ofering Circular disclose is licensed to
the Company; (E) neither the Company nor its Subsidiary has infringed or is infringing the
intelectual property of a third party, and neither the Company nor its Subsidiary has received
notice of a claim by a third party to the contrary; (F) there is no material infringement by third
parties on any Intelectual Property; held by the Company or its Subsidiary;
(w) neither the Company nor its Subsidiary has received any notice, and neither the
Company nor its Subsidiary is aware of; (B) any unauthorized use of any Intelectual Property
of any third party by the Company and/or its Subsidiary and neither the Company nor its
Subsidiary has made disclosure of any Intelectual Property to any person and on the basis that
such disclosure is to be treated as being of a conditional character;(D) any asertion of moral
rights which would afect the use of any of the Intelectual Property in the busines of any
member of the Group; (E) any facts or circumstances which would render any rights mentioned
above invalid or inadequate to protect the interests of the relevant member of the Group or
unenforceable;(F) patent or patent aplication that contains claims that interfere with the isued
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or pending claims of any of the Intelectual Property or that chalenges the validity,
enforceability or scope of any of the Intelectual Property; or (G) prior act that may render any
patent aplication within the Intelectual Property unpatentable that has not ben disclosed to
any Authority in Hong Kong, the PRC or the U.S. having jurisdiction over intelectual property
maters;
(x) details of al registered Intelectual Property (including aplications to register
the same) owned or used by the Company and/or its Subsidiary that are material to the
Company’s busines are set out in “Apendix VI – Statutory and General Information” in each
of the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular;
(y) except where the failure to do so would not, and could not reasonably be
expected to result in a Material Adverse Efect, (A) al computer systems, comunications
systems, software and hardware which are curently owned, licensed or used by the Company
and its Subsidiary (colectively, the “Information Technology”) comprise al of the
information technology systems and related rights necesary to conduct, or material to, the
respective busineses of the Company or its Subsidiary as curently conducted or as proposed
to be conducted; (B) the Company and its Subsidiary either legaly and beneficialy own, or
has obtained valid licenses for, or other rights to use, al of the Information Technology; (C)
each agrement pursuant to which the Company or its Subsidiary has obtained licenses for, or
other rights to use, the Information Technology is legal, valid, binding and enforceable in
acordance with its terms, the Company or its Subsidiary, as the case may be, has complied
with the terms of each such agrement which is in ful force and efect, and no material default
(or event which, with notice or lapse of time or fulfilment of any condition or compliance with
any formality or al of the foregoing, would constitute such a default) by the Company or its
Subsidiary has ocured and is continuing or is likely to ocur under any such agrement, and
no notice has ben given by or to any party to terminate such agrement; (D) al the records
and systems (including but not limited to the Information Technology) and al data and
information of the Company and its Subsidiary are maintained and operated by the Company
and its Subsidiary, as aplicable, are not wholy or partialy dependent on any facilities not
under the exclusive ownership or control of the Company and its Subsidiary, as aplicable; (E)
in the event that the persons providing maintenance or suport services for the Company or its
Subsidiary with respect to the Information Technology cease or are unable to do so, the
Company or its Subsidiary has al the necesary rights and information to continue, in a
reasonable maner, to maintain and suport or have a third party maintain or suport the
Information Technology; (F) there are no material defects relating to the Information
Technology which have caused or might reasonably be expected to cause any substantial
disruption or interuption in or to the busines of the Company or its Subsidiary; (G) each of
the Company and its Subsidiary has implemented and maintained adequate and efective
controls, policies, procedures and safeguards to maintain and protect their confidential
information and the integrity, continuous operation, redundancy and security of al Information
technology and data (including al personal, personaly identifiable, sensitive, confidential or
regulated data, or any such data that may constitute trade secrets and working secrets of any
Authority or any other data that would otherwise by detrimental to national security or public
interest pursuant to the aplicable Laws) used in Conection with their busineses and/or the
Global Ofering, and has in place procedures to prevent unauthorized aces and the
introduction of viruses and to enable the taking and storing on-site and of-site of back-up
copies of the software and data; and (H) each of the Company and its Subsidiary has in place
adequate back-up policies and disaster recovery arangements which enable its Information
Technology and the data and information stored thereon to be replaced and substituted without
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material disruption to the busines of the Company or its Subsidiary;
(z) save as disclosed in each of the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular, (A) neither the Company nor its Subsidiary has any actual or
contingent liability or obligation to provide housing provident fund, social insurance,
severance, pension, retirement, death or disability benefits or other actual or contingent
employe benefits to any of its present or past employes or to any other person where the
Company or its Subsidiary participates in, or has participated in, or is liable to contribute to
any such schemes (colectively, the “Retirement Benefits”); (B) neither the Company nor its
Subsidiary has any outstanding payment obligations or unsatisfied liabilities under the rules of
such schemes or the aplicable Laws; where there are such outstanding payment obligations or
unsatisfied liabilities (the details of which have ben disclosed in each of the Hong Kong Public
Ofering Documents and the Preliminary Ofering Circular), the Company or its Subsidiary
has set aside suficient funds to satisfy the same; (C) al Retirement Benefits of any past or
curent employe of the Group arising from their employment with the Group are fuly
provided for by way of an adequately funded pension scheme established for and on behalf of
the relevant member of the Group which is or was the employer of such person or established
by the relevant member of the Group in the name of the relevant past or curent employe; (D)
the Group has no legal obligations to provide severance or retirement benefits, death or
disability benefits or other actual or contingent employe benefits or perquisites to any (i)
present or past employes of any member of the Group or (i) any Authority; (E) there are no
material amounts owing or promised to any present or former directors, employes or
consultants of the Company or its Subsidiary other than remuneration acrued, due or for
reimbursement of busines expenses; (F) no directors or senior management or key employes
of the Company or its Subsidiary have given or ben given notice terminating their contracts
of employment; there are no proposals to terminate the employment or consultancy of any
directors, key employes or consultants of the Company or its Subsidiary or to vary or amend
their terms of employment or consultancy (whether to their detriment or benefit); (G) neither
the Company nor its Subsidiary has any material undischarged liability to pay to any
Governmental Authority in any jurisdiction any taxation, contribution or other impost arising
in conection with the employment or engagement of directors, key employes or consultants
by them; (H) no liability has ben incured by the Company or its Subsidiary for breach of any
director’s, employe’s or consultant’s contract of service, contract for services or consultancy
agrement, redundancy payments, compensation for wrongful, constructive, unreasonable or
unfair dismisal, failure to comply with any order for the reinstatement or re-engagement of
any director, employe or consultant, or the actual or proposed termination or suspension of
employment or consultancy, or variation of any terms of employment or consultancy of any
present or former employe, director or consultant of the Company or its Subsidiary; and (I)
al contracts of service, contracts for services and consultancy agrements in relation to the
employment of the employes, directors and consultants of the Company or its Subsidiary are
on usual and normal terms which do not and wil not in any way impose any unusual or onerous
obligation on the Company or its Subsidiary and al subsisting contracts of service, contracts
for services and consultancy agrements to which the Company or its Subsidiary is a party are
legal, valid, binding and enforceable in acordance with their respective terms and are
determinable at any time on reasonable notice without compensation (except for statutory
compensation) and, there are no claims pending or to the best knowledge of the Company,
threatened or capable of arising against the Company or its Subsidiary, by any employe,
director, consultant or third party, in respect of any acident or injury not fuly covered by
insurance; each of the Company and its Subsidiary has, in relation to its directors, employes
or consultants (and so far as relevant to each of its former directors, employes or consultants),
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complied in al respects with al terms and conditions of such directors’, employes’ or
consultants’ (or former directors’, employes’ or consultants’) contracts of services,
employment or consultancy;
(a) (A) both the Company and its Subsidiary have complied in al material respects
with al aplicable data protection Laws; (B) neither the Company nor its Subsidiary has
received any notice (including, without limitation, any enforcement notice, de-registration
notice or transfer prohibition notice), leter, complaint or alegation from the relevant data
protection Governmental Authority aleging any breach or non-compliance by it of the
aplicable data protection Laws or prohibiting the transfer of data to a place outside the relevant
jurisdiction; (C) neither the Company nor its Subsidiary has received any claim for
compensation from any person in respect of its busines under the aplicable data protection
Laws and industry standards in respect of inacuracy, los, unauthorized destruction or
unauthorized disclosure of data in the previous thre years and there is no outstanding order
against the Company or its Subsidiary in respect of the rectification or erasure of data; and (D)
no warant has ben isued authorizing the data protection Governmental Authority (or any of
its oficers, employes or agents) to enter any of the premises of the Company or its Subsidiary
for the purposes of, inter alia, searching them or seizing any documents or other material found
there;
(b) except where the failure to comply with each of the folowing would not, and
could not reasonably be expected to result in a Material Adverse Efect, (A) there is (i) no
dispute with the directors of the Company or its Subsidiary and no strike, labor dispute,
slowdown or stopage or other conflict with the employes of the Company or its Subsidiary
pending or to the best knowledge of the Company, threatened against the Company and/or its
Subsidiary, (i) no existing union representation dispute concerning the employes of the
Company or its Subsidiary, and (i) no existing, iminent or to the best knowledge of the
Company, threatened labor disturbance by the employes of any of the principal supliers,
contractors or customers of the Company or its Subsidiary; and (B) there have ben and are no
violations of any aplicable labor and employment Laws by the Company or its Subsidiary;
(c) except in each case as which would not, and could not reasonably be expected
to have a Material Adverse Efect, (A) the Company and its Subsidiary and their respective
properties, asets and operations are in compliance with Environmental Laws (as defined
below), and both the Company and its Subsidiary hold and are in compliance with al Aprovals
and Filings and Governmental Licenses required under Environmental Laws (as defined
below); (B) there are no past, present or reasonably anticipated future events, conditions,
circumstances, activities, practices, actions, omisions or plans that could give rise to any
material costs or liabilities to the Company or its Subsidiary under, or to interfere with or
prevent compliance by the Company or its Subsidiary with, Environmental Laws; and (C)
neither the Company nor its Subsidiary (i) is the subject of any investigation, (i) has received
any notice or claim, (i) is a party to or afected by any pending or to the best knowledge of
the Company, threatened action, suit, proceding or claim, (iv) is bound by any judgment,
decre or order or (v) has entered into any agrement, in each case relating to any aleged
violation of any aplicable Environmental Law or any actual or aleged release or threatened
release or clean-up at any location of any Hazardous Materials (as defined below) (as used
herein, “Environmental Law” means any national, provincial, municipal or other local or
foreign law, statute, ordinance, rule, regulation, order, notice, directive, decre, judgment,
injunction, permit, license, authorization or other binding requirement, or comon law,
relating to health, safety, the environment (including, without limitation, the protection, clean-
up or restoration thereof) or natural resources, including those relating to the distribution,
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procesing, generation, treatment, storage, disposal, transportation, other handling or release or
threatened release of Hazardous Materials, and “Hazardous Materials” means any material
(including, without limitation, polutants, contaminants, infectious and potentialy infectious
materials, hazardous or toxic substances or wastes) that is regulated by or may give rise to
liability under any Environmental Law);
(d) in the ordinary course of its busines, both the Company and its Subsidiary
conduct periodic reviews of the efects of Environmental Laws on its busineses, operations
and properties, in the course of which the Company and its Subsidiary identify and evaluate
asociated costs and liabilities (including, without limitation, any capital or operating
expenditures required for compliance with Environmental Laws or any Aprovals and Filings
required under Environmental Laws, any related constraints on operating activities and any
potential liabilities to third parties); on the basis of such reviews, the Company has concluded
that such asociated costs and liabilities, individualy or in the agregate, would not, or could
not be expected to, result in a Material Adverse Efect;
(e) the Company and its Subsidiary cary, or are entitled to the benefits of, insurance
with insurers of recognized financial responsibility, in such amounts and covering such risks
as is generaly maintained by companies of established repute engaged in the same or similar
busines, and al such insurance is in ful force and efect; al premiums due in respect of such
insurance policies have ben duly paid in ful and al conditions for the validity and
efectivenes of such policies have ben fuly observed and performed by the Company and its
Subsidiary; the Company and its Subsidiary are in compliance with the terms of al such
insurance and there are no claims by the Company or its Subsidiary under any such insurance
as to which any insurance company is denying liability or defending under a reservation of
rights clause; neither the Company nor its Subsidiary has any reason to believe that it wil not
be able to (A) renew its existing insurance coverage as and when such policies expire or (B)
obtain comparable coverage from reputable insurers of similar financial standing as may be
necesary or apropriate for its busines and operations as now conducted on comercialy
reasonable terms; neither the Company nor its Subsidiary has ben denied any insurance
coverage which it has sought or for which it has aplied;
(f) nothing has ben done or has ben omited to be done whereby any of the
insurance policies taken out by or for the benefit of the Company or its Subsidiary has or may
become void or voidable and the Company or its Subsidiary is entitled to the ful benefits of
such insurances. No claim under any insurance policies taken out by the Company or its
Subsidiary is outstanding and there are, to the best knowledge of the Company and its
Subsidiary, no circumstances likely to give rise to such a claim;
(g) each of the Company and its Subsidiary has established and maintains and
evaluates a system of internal controls over acounting and financial reporting suficient to
provide reasonable asurance that (A) transactions are executed in acordance with
management’s general or specific authorization; (B) transactions are recorded as necesary to
permit preparation of complete and acurate returns and reports to Government Authorities as
and when required by them and financial statements in compliance with IFRS and maintain
acountability for asets; (C) aces to asets is permited only in acordance with
management’s general or specific authorization; (D) the recorded acountability for asets is
compared with existing asets at reasonable intervals and apropriate action is taken with
respect to any diferences; (E) each of the Company and its Subsidiary has made and kept
boks, records and acounts which, in reasonable detail, acurately and fairly reflect the
transactions of such entity and provide a suficient basis for the preparation of financial
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statements in acordance with IFRS; (F) the directors of the Company and its Subsidiary are
able to make a proper asesment of the financial position and prospects of the Company and
its Subsidiary, taken as a whole, and such internal acounting and financial reporting controls
are efective to perform the functions for which they were established and documented properly
and the implementation of such internal acounting and financial reporting controls are
monitored by the responsible persons; and (G) the curent management information and
acounting control systems of the Company and its Subsidiary has ben in operation during
which neither the Company nor its Subsidiary has experienced any material dificulties with
regard to clauses (A) through (F) above; there are no weakneses or significant deficiencies in
the internal controls over acounting and financial reporting of the Company and its Subsidiary
and no changes in the internal controls of the Company and its Subsidiary over acounting and
financial reporting or other factors that have materialy and adversely afected, or could
reasonably be expected to materialy and adversely afect, the internal controls over acounting
and financial reporting of the Company and its Subsidiary;
(h) each of the Company and its Subsidiary has established and maintains and
evaluates disclosure and corporate governance controls and procedures to ensure that (A) al
material information relating to the Company or its Subsidiary is made known in a timely
maner to the Company’s directors and management by others within those entities; and (B)
the Company and its directors comply in a timely maner with the requirements of the Listing
Rules, the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs, the Securities
and Futures Ordinance, the Companies Ordinance and the Companies (Winding Up and
Miscelaneous Provisions) Ordinance, the PRC Companies Law and any other aplicable Law,
including, without limitation, the requirements of the Listing Rules and the Securities and
Futures Ordinance on disclosure of inside information and notifiable, conected and other
transactions required to be disclosed, and such disclosure and corporate governance controls
and procedures are efective to perform the functions for which they were established and
documented properly and the implementation of such disclosure and corporate governance
controls and procedures policies are monitored by the responsible persons (as used herein, the
term “disclosure and corporate governance controls and procedures” means controls and
other procedures that are designed to ensure that information required to be disclosed by the
Company, including, without limitation, information in reports that it files or submits under
any aplicable Law, inside information and information on notifiable, conected and other
transactions required to be disclosed, is recorded, procesed, sumarized and reported, in a
timely maner and in any event within the time period required by aplicable Law or IFRS (as
the case may be) and they are efective to perform the functions for which they are established,
the implementation of which is properly monitored);
(i) any isues identified and as disclosed in any report prepared by the Internal
Control Consultant have ben rectified or improved or being improved to a suficient standard
or level for the operation and maintenance of eficient systems of internal acounting and
financial reporting controls and disclosure and corporate governance controls and procedures
that are efective to perform the functions for which they were established and to alow
compliance by the Company and its directors with al aplicable Laws, and no such isues have
materialy adversely afected, or could reasonably be expected to materialy and adversely
afect, such controls and procedures or such ability to comply with al aplicable Laws. There
are no material weakneses in the Company’s internal controls that have ben identified and
there has ben no changes in the Company’s internal controls system or other factors that have
afected the Company’s internal control systems;
(j) the statutory boks, boks of acount and other records of whatsoever kind of
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each of the Company and its Subsidiary is in its posesion, up-to-date and contain complete
and acurate records as required by Law to be dealt with in such boks and no notice or
alegation that any of these boks or records is incorect or should be rectified has ben
received; al acounts, documents and returns required by Law to be delivered or made to the
Registrar of Companies in Hong Kong or any other Governmental Authority in any jurisdiction
have ben duly and corectly delivered or made;
(k) each of the Company, its Subsidiary, the Waranting Shareholders and their
respective Afiliates is and has ben conducted at al times with aplicable laws and regulations
against corupt practices. Each of the Company, its Subsidiary and/or any of their respective
supervisors, directors, oficers, and controling persons of the Company and/or the Waranting
Shareholders and any person asociated with or acting on behalf of any of the foregoing and to
the best knowledge of the Company, each of the Company and its Subsidiary’s employes,
Afiliates and agents (other than the Underwriters in their capacity as such), has not (A) taken
or wil take any action in furtherance of an ofer, payment, promise to pay, or authorization or
aproval of payment or giving of money, property, gifts or anything else of value, directly or
indirectly, to any “government oficial” (including any oficer or employe of a government
or government-owned or controled (in whole or in part) entity or of a public international
organization, or any person acting in an oficial capacity for or on behalf of any of the
foregoing, or any political party or party oficial or candidate for political ofice) in the PRC,
Hong Kong, the United States or any other jurisdiction to influence oficial action or secure an
improper advantage; (B) made or authorized or wil make or authorize any contribution,
payment or give of funds or property to any candidate for public ofice, a government or
government-owned or controled (in whole or in part) entity or of a public international
organization, or any person acting in an oficial capacity for or on behalf of any of the
foregoing, or any political party or party oficial or candidate for political ofice in the PRC,
Hong Kong, the United States or any other jurisdiction, in either case, where either the payment
or gift or the purpose of such contribution, payment or gift was or is prohibited under any
aplicable rules, regulations, guidelines, measures, notices or circulars (in each case, to the
extent mandatory or, if not complied with, the basis for legal, administrative or regulatory
consequences), orders, judgments, decres, rulings or other binding requirements of any
relevant Governmental Authority of any locality, including but not limited to, the United States
Foreign Corupt Practices Act of 1977 (the “FCPA”), as amended, and the rules and regulations
promulgated thereunder or any bribe, rebate, payof, influence payment, kickback or other
unlawful or improper payment or benefit in any jurisdiction in conection with the busines
activities of the Company, its Subsidiary and/or the Waranting Shareholders, as aplicable;
the Company, its Subsidiary, the Waranting Shareholders and their respective Afiliates have
conducted their busineses at al times in compliance with al aplicable anti-bribery or anti-
coruption laws including but without limitation to the Prevention of Bribery Ordinance (Cap.
201 of the Laws of Hong Kong), any Law promulgated to implement the OECD Convention
on Combating Bribery of Foreign Public Oficials in International Busines Transactions,
signed December 17, 1997, the Criminal Law of the PRC, the Anti-Unfair Competition Law
of the PRC, the Interim Regulation of the State Administration for Industry and Comerce on
Prohibition of Comercial Bribery, the FCPA, the United Kingdom Bribery Act of 2010 or
any other Law of similar purpose and scope (colectively, the “Anti-Bribery Laws”) and have
instituted and maintain and wil continue to maintain policies and procedures designed to
promote and achieve compliance with such laws and with the representation and waranty
contained herein; neither the Company, its Subsidiary, the Waranting Shareholders nor any
director, oficer, supervisor or employe of the Company, its Subsidiary, the Waranting
Shareholders nor any agent, representative, Afiliate, controling person or other person
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asociated with or acting on behalf of the Company, its Subsidiary and/or the Waranting
Shareholders has violated or is in violation of any provision of the Anti-Bribery Laws; and no
action, suit, proceding, investigation or inquiry by or before any Government Entity involving
the Company or its Subsidiary or their respective busineses with respect to Anti-Coruption
Laws is pending or threatened; as used herein, “Government Entity” means any national
government, political subdivision thereof, or local jurisdiction therein, any department, board,
comision, court, agency or instrumentality thereof, including any entity or enterprise owned
or controled by a government, a judicial body or a public international organization, a body
that exercises regulatory authority over any of the Joint Sponsors, the Overal Cordinators,
the Joint Global Cordinators, the Joint Bokruners, the Joint Lead Managers, the Capital
Market Intermediaries or Hong Kong Underwriters, or an entity with an agregate 25% or more
government ownership or control by any one of the foregoing parties;
(l) the operations of each of the Company, its Subsidiary and/or the Waranting
Shareholders are and have ben conducted at al times in compliance with aplicable financial
recordkeping, reporting and al other requirements of the anti-money laundering laws,
regulations or government guidance regarding anti-money laundering, and international anti-
money laundering principals or procedures of the PRC, Hong Kong, the United States, and the
United Kingdom, and any related or similar statutes, rules, regulations or guidelines, isued,
administered or enforced by any Governmental Authority, including, without limitation, the
Anti-Money Laundering and Counter-Terorist Financing Ordinance (Cap. 615 of the Laws of
Hong Kong), the Anti-Money Laundering Law of the PRC, the Bank Secrecy Act of 1970, as
amended by Title I of the USA PATRIOT Act of 2001, the United States Curency and
Foreign Transactions Reporting Act of 1970, as amended, the FCPA, and the United Kingdom
Bribery Act of 2010, as amended (colectively, the “Anti-Money Laundering Laws”), and
each of the Company, its Subsidiary and the Waranting Shareholders has instituted and
maintains policies and procedures designed to ensure continued compliance with the Anti-
Money Laundering Laws and no action, suit, proceding, investigation or inquiry by or before
any Governmental Authority or any arbitrator involving the Company, its Subsidiary and/or
the Waranting Shareholders with respect to the Anti-Money Laundering Laws is pending or
to the best knowledge of the Company, threatened;
(m) (A) none of the Company, its Subsidiary nor any of their respective supervisors,
directors, oficers, or controling persons of the Company or the Waranting Shareholders and
any person asociated with or acting on behalf of any of the foregoing and to the best knowledge
of the Company, none of the Company nor its Subsidiary’s employes, Afiliates or agents has
ben or is, or is controled or owned by an individual or entity that has ben or is, or is located,
organized or resident in a country or teritory that is, a target of any of the Sanctions Laws and
Regulations (as defined below); (C) each of the Company, its Subsidiary and the Waranting
Shareholders wil not, directly or indirectly, use such proceds, or lend, contribute or otherwise
make available such proceds to any subsidiary, branch, joint venture partner or any other
person or entity (i) for the purpose of financing or facilitating any activities or busines of, with
or in any Sanctioned Country or of or with any person or entity that is at the time of the
financing or facilitating the subject or the target of any Sanctions Laws and Regulations, (i) to
fund or facilitate any activities or busines in any Sanctioned Countries, or (i) in any other
maner that wil result in a violation by any person or entity (including any person or entity
participating in the Global Ofering, whether as International Underwriters, Hong Kong
Underwriters, advisors, investors or otherwise) of any of the Sanctions Laws and Regulations;
(D) each of the Company, its Subsidiary and the Waranting Shareholders has instituted and
wil maintain policies and procedures designed to ensure continued compliance with the
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Sanctions Laws and Regulations; (E) none of the isue and sale of the Ofer Shares, the
execution, delivery and performance of this Agrement, the International Underwriting
Agrement or the Related Agrements, the consumation of any transaction contemplated
hereby or thereby, or the provision of services contemplated hereby or thereby to the Company
and/or the Waranting Shareholders (as aplicable) wil result in a violation (including, without
limitation, by the Underwriters) of any of the Sanctions Laws and Regulations; and (F) neither
the Company, its Subsidiary, the Waranting Shareholders nor any of their Afiliates has in the
past five years knowingly engaged in, is presently knowingly engaged in, and wil engage in,
any dealings or transactions in any target of any of the Sanctions Laws and Regulations
(including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea region, the so-caled
Donetsk People’s Republic and the so-caled Luhansk People’s Republic regions of Ukraine
(each a “Sanctioned Country”, and for the purpose of historical transactions or conections,
Sanctioned Country includes Sudan) or with any person or entity that at the time of the dealing
or transaction was a subject or target of any Sanctions Laws and Regulations; as used herein,
“Sanctions Laws and Regulations” means (i) any sanctions related to or administered by the
United States Government, including, without limitation, the Ofice of Foreign Asets Control
(“OFAC”) of the U.S. Department of the Treasury (including, without limitation, the
designation as a “specialy designated national or blocked person” thereunder), the U.S.
Department of State or the U.S. Department of Comerce’s Bureau of Industry and Security
(“BIS”), the United Nations Security Council, the European Union, His Majesty’s Treasury of
the United Kingdom, or any other relevant sanctions authority, or any orders or licenses
publicly isued under the authority of any of the foregoing, (i) any sanctions or requirements
imposed by, or based upon the obligations or authorities set forth in, the U.S. Trading With the
Enemy Act, the U.S. International Emergency Economic Powers Act, the U.S. United Nations
Participation Act, the U.S. Syria Acountability and Lebanese Sovereignty Act, or the United
States Iran Sanctions Act of 2006, the Comprehensive Iran Sanctions Acountability and
Divestment Act or the U.S. Iran Threat Reduction and Syria Human Rights Act, al as amended,
or any of the foreign asets control regulations of the U.S. Department of the Treasury
(including, without limitation, 31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto, and (i) any sanctions or measures imposed by
the United Nations Security Council, the European Union (including under Council Regulation
(EC) No. 194/2008), the United Kingdom, the Swis State Secretariat for Economic Afairs,
the Hong Kong Monetary Authority, or other relevant sanctions authorities or other relevant
sanctions or export control authority of any Authority, or any orders or licenses publicly isued
under the authority of any of the foregoing;
(n) With respect to Executive Order 14105 and its implementing regulations
adresing US Investments in Certain National Security Technologies and Products in
Countries of Concern at 31 CFR Part 850, isued by the Investment Security Ofice of the US
Department of Treasury: none of the Company, any Waranting Shareholder, any Subsidiary,
their respective oficers, directors, supervisors, or to the best knowledge of the Company after
due and careful inquiry, managers, agents and employes, the afiliates of any member of the
Group, including any branch, partnership, asociation, estate, joint venture, trust, corporation
or division of a corporation, group, sub-group, or other organisation, nor any person asociated
with or acting on behalf of any of the foregoing is or intends to be a “covered foreign person”
(as defined at 31 C.F.R. § 850.209), or directly or indirectly, engaged in or directing “covered
activity” (as defined at 31 C.F.R. § 850.208) (“Covered Activity”); the Company does not have
any joint venture that engages in or plans to engage in any Covered Activity; the Company also
does not, directly or indirectly, hold a board seat on, have a voting or equity interest, or have
any contractual power to direct or cause the direction of the management or policies of any
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“covered foreign person” or any person or persons that engages or plans to engage in any
Covered Activity;
(o) (A) the statements set forth in the section of each of the Hong Kong Public
Ofering Documents and the Preliminary Ofering Circular headed “Future Plans and Use of
Proceds” are complete, true and acurate and not misleading; (B) al Aprovals and Filings
under any Laws aplicable to, or from or with any Governmental Authority having jurisdiction
over, the Company, its Subsidiary and/or the Waranting Shareholders or any of their respective
properties or asets, or otherwise from or with any other persons, required in conection with
the use and aplication of the proceds from the Global Ofering for the purposes as set forth
in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular,
have ben obtained or made or wil be made; and (C) the use and aplication of the proceds
from the Global Ofering, as set forth in and contemplated by each of the Hong Kong Public
Ofering Documents and the Preliminary Ofering Circular, wil not contravene, conflict with,
or result in a breach or violation of, or constitute a default under (or constitute any event which,
with notice or lapse of time or fulfilment of any condition or compliance with any formality
or al of the foregoing, would result in a breach or violation of, constitute a default under or
give the holder of any indebtednes (or a person acting on such holder’s behalf) the right to
require the repurchase, redemption or repayment of al or part of such indebtednes under), or
result in the creation or imposition of a lien, charge or Encumbrance upon any property or
asets of the Company, its Subsidiary or the Waranting Shareholders pursuant to (i) the articles
of asociation or other constitutive documents or the busines license (if aplicable) of the
Company, its Subsidiary or the Waranting Shareholders, (i) any indenture, mortgage, ded of
trust, loan or credit agrement or other evidence of indebtednes, or any license, lease, contract
or other agrement or instrument to which the Company, its Subsidiary or the Waranting
Shareholders is a party or by which the Company, its Subsidiary or the Waranting
Shareholders is bound or any of their respective properties or asets may be bound or afected,
or (i) any Laws aplicable to the Company, its Subsidiary and/or the Waranting Shareholders
or any of their respective properties or asets;
(p) the statements under the sections headed “Sumary”, “Risk Factors”, “History,
Development and Corporate Structure”, “Industry Overview”, “Regulatory Overview”,
“Busines”, “Share Capital”, , “Apendix I — Taxation and Foreign Exchange”, “Apendix
IV — Sumary of Principal Legal and Regulatory Provisions”, “Apendix V — Sumary of
Articles of Asociation”, and “Apendix VI — Statutory and General Information”, in each of
the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular (as
aplicable), insofar as they purport to describe provisions of laws, regulations, documents and
other legal maters refered to therein, are a fair, complete and acurate sumary of the relevant
laws, regulations, documents and legal maters;
(q) each of the Reporting Acountant, the Internal Control Consultant, the Industry
Consultant and/or the legal and other profesional advisors for the Company is independent of
the Company and/or the Waranting Shareholders (as determined by reference to Rule 3A.07
of the Listing Rules) and is able to form and report on its views fre of any conflict of interest
and has granted its consent to including its report, opinions, leters or certificates (as the case
may be) in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular;
(r) (A) the factual contents, based on the information furnished by the Company,
within the respective reports, opinions, leters or certificates of the Reporting Acountant, the
Internal Control Consultant, the Industry Consultant and/or the legal and other profesional
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advisors for the Company, respectively, are and wil remain complete, true and acurate (and
where such information is subsequently amended, updated or replaced, such amended, updated
or replaced information is complete, true and acurate) and no fact or mater has ben omited
therefrom which would make the contents of any of such reports, opinions, leters or certificates
misleading in any respect; the Company provides al information requested by the Reporting
Acountant, Internal Control Consultant, the Industry Consultant and/or the legal and other
profesional advisors for the Company in preparation for their respective reports, opinions,
leters, or certificates; none of the Company and the directors of the Company disagres with
any aspects of such reports, opinions, leters or certificates, and the opinions atributed to the
directors of the Company in such reports, opinions, leters or certificates are held in god faith
based upon facts within their knowledge; and (B) the Company has not witheld information
from the Reporting Acountant, the Internal Control Consultant, the Industry Consultant and/or
the legal and other profesional advisors for the Company, as aplicable, for the purposes of
its preparation of its report, opinion, leter or certificate (whether or not contained in each of
the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular) and al
information given to each of the foregoing persons for such purposes was given in god faith
and there is no other information which has not ben provided the result of which would make
the information so received misleading in any respect;
(s) al statistical, market-related, operational data included in each of the Hong
Kong Public Ofering Documents and the Preliminary Ofering Circular that come from the
Company have ben derived from the records of the Company and its Subsidiary using systems
and procedures which incorporate adequate safeguards to ensure that the data are complete,
true and acurate and not misleading; al statistical or market-related data included in each of
the Hong Kong Public Ofering Documents and the Preliminary Ofering Circular that come
from sources other than the Company are based on or derived from sources described therein
which the Company and the Waranting Shareholders reasonably believe in god faith to be
reliable and acurate and present fairly such sources, and the Company has obtained the writen
consent to the use of such data from such sources to the extent required;
(t) the descriptions of the events and transactions set forth in each of the Hong Kong
Public Ofering Documents and the Preliminary Ofering Circular under the section headed
“History, Development and Corporate Structure”, including those relating to the Pre-IPO
Investments (as defined in each of the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular), are true, corect and complete; none of the events and
transactions set forth in the Hong Kong Public Ofering Documents and the Preliminary
Ofering Circular under section headed “History, Development and Corporate Structure”,
including any relating to the Pre-IPO Investments, contravenes (A) any provision or conditions
of any Laws, any Aprovals and Filings or any Governmental License of the Company or its
Subsidiary, (B) any provision of the constitutive documents of the Company or its Subsidiary,
(C) the terms or provisions of, or constitute a default under, any indenture, mortgage, charge,
ded of trust, loan agrement, note, lease or other agrement or instrument binding upon the
Company or its Subsidiary or (D) any judgment, order or decre of, or any undertaking made
to, any Governmental Authority having jurisdiction over the Company or its Subsidiary, and
wil not result in the creation or imposition of any Encumbrance or other restriction upon any
asets of the Company or its Subsidiary;
(u) the Pre-IPO Investments are in compliance with the aplicable Guide for New
Listing Aplicants isued and updated by the Stock Exchange;
(v) al Aprovals and Filings and Governmental Licenses required in conection
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with the events and transactions set forth in each of the Hong Kong Public Ofering Documents
and the Preliminary Ofering Circular under the section headed “History, Development and
Corporate Structure” have ben made or obtained in writing, and no such Aprovals and Filings
or Governmental License has ben withdrawn or is subject to any condition precedent which
has not ben fulfiled or performed and the Company is not aware of or has any reason to
believe that any Governmental Authority in Hong Kong, the PRC or elsewhere is considering
revoking such Aprovals and Filings or Governmental Licenses, suspending or modifying
such; there are no legal, administrative or governmental procedings pending anywhere
chalenging the efectivenes or validity of the events and transactions set forth in each of the
Hong Kong Public Ofering Documents and the Preliminary Ofering Circular under the
section headed “History, Development and Corporate Structure” and, to the best knowledge of
the Company, no such procedings are threatened or contemplated by any Governmental
Authority in Hong Kong, the PRC or elsewhere;
(w) each of the documents or agrements executed by the Company, its Subsidiary
and/or any of the Waranting Shareholders (where aplicable) in conection with the events
and transactions set forth in each of the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular under the section headed “History, Development and Corporate
Structure” (the “Pre-IPO Documents”) has ben duly authorized, executed and delivered and
is legal, valid, binding and enforceable in acordance with its terms; and other than the Pre-
IPO Documents, there are no other documents or agrements, writen or oral, relating to the
Company, its Subsidiary and/or any of the Waranting Shareholders (where aplicable) in
conection with the events and transactions set forth in each of the Hong Kong Public Ofering
Documents and the Preliminary Ofering Circular under the section headed “History,
Development and Corporate Structure” which have not ben previously provided, or made
available, to the Joint Sponsors, the Overal Cordinators, the Joint Global Cordinators, the
Joint Bokruners, the Joint Lead Managers, the Underwriters and the Capital Market
Intermediaries;
(x) al contracts or agrements which are required to be disclosed as material
contracts in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular or filed therewith as material contracts with the Registrar of Companies in Hong Kong
have ben so disclosed and filed, in their entirety, without omision or redaction unles a
certificate of exemption has ben granted by the SFC; no material contracts which have not
ben so disclosed and filed wil, without the writen consent of the Joint Sponsors, the Joint
Global Cordinators and the Overal Cordinators, be entered into, nor wil the terms of any
material contracts so disclosed and filed be changed, prior to or on the Listing Date; neither the
Company nor its Subsidiary has sent or received any comunication regarding termination of,
or intent not to renew, any of such material contracts, and no such termination or non-renewal
has ben threatened by the Company, its Subsidiary or any other party to any such contract or
agrement;
(y) each of the contracts listed as a material contract in the section headed
“Apendix VI – Statutory and General Information – Further Information About Our Busines
– Sumary of Material Contracts” in each of the Hong Kong Public Ofering Documents and
the Preliminary Ofering Circular has ben duly authorized, executed and delivered and is legal,
valid, binding and enforceable in acordance with its terms;
(z) save as disclosed in each of the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular, none of the Company, its Subsidiary or the Waranting
Shareholders has any material capital comitment, or is, or has ben, party to any unusual,
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long-term or onerous comitments, contracts or arangements not on an arm’s length basis in
the ordinary and usual course of busines (for these purposes, a long-term contract,
comitment, or arangement is one which is unlikely to have ben fuly performed in
acordance with its terms within six months after the date it was entered into or undertaken or
is incapable of termination by either the Company, its Subsidiary or the Waranting
Shareholders (as relevant) on six months’ notice or les);
(a) neither the Company nor its Subsidiary is a party to any agrement or
arangement which prevents or restricts it in any way from carying on busines in any
jurisdiction;
(b) neither the Company nor the Waranting Shareholders has any reason to believe
that any significant distributor, customer or suplier of the Company or its Subsidiary is
considering ceasing to deal with the Company or its Subsidiary;
(c) neither the Company nor its Subsidiary is a party to any agrement or
arangement or is carying on any practice (A) which in whole or in part contravenes or is
invalidated by any anti-trust, anti-monopoly, competition, fair trading, consumer protection or
similar Laws in any jurisdiction where the Company or its Subsidiary has asets or caries on
busines, or (B) in respect of which any filing, registration or notification is required or is
advisable pursuant to such Laws (whether or not the same has in fact ben made);
(d) neither the Company nor its Subsidiary is engaged in any trading activities
involving comodity contracts or other trading contracts which are not curently traded on a
securities or comodities exchange and for which the market value canot be determined;
(e) except for those transactions betwen the Company and the directors or any of
their respective Asociates (as defined under the Listing Rules) that are exempted from
compliance with the requirements for conected transactions under the Listing Rules, there wil
be no conected transactions (as defined under the Listing Rules) betwen the Company and a
conected person (as defined under the Listing Rules) subsisting imediately upon completion
of the Global Ofering and, except as disclosed in each of the Hong Kong Public Ofering
Documents and the Preliminary Ofering Circular, there are no relationships or transactions not
in the ordinary course of busines betwen the Company and its respective customers,
distributors or supliers subsisting imediately upon completion of the Global Ofering. The
Company and its Subsidiary wil be capable of carying on its busines independently of and
wil not place undue reliance on any parties, including in terms of management independence,
operational independence and financial independence (taking into consideration factors such
as provision of critical services, acting as the major suplier, customer or intermediaries,
provision of financial asistance (including, but not limited to, loans and guarantes),
ownership of significant asets (including, but not limited to, trademarks and operational rights)
upon completion of the Global Ofering);
(f) no indebtednes (actual or contingent) and no contract, agrement or
arangement (other than employment contracts with curent directors, supervisors or oficers
of the Company or its Subsidiary) is or wil be outstanding betwen the Company or its
Subsidiary, on the one hand, and any substantial shareholder or supervisor or any curent or
former director, supervisor or any oficer of the Company or its Subsidiary, or any asociate
(as the term is defined in the Listing Rules) of any of the foregoing persons, on the other hand;
(g) no director, supervisor or oficer of the Company (or its asociates) or the
Waranting Shareholders, either alone or in conjunction with or on behalf of any other person,
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is engaged in any busines that is in competition with the busines of the Company or its
Subsidiary to the extent that there could be a conflict of interests betwen such director,
supervisor oficer or the Waranting Shareholders, as the case may be, or any of his, her or its
asociates and the general body of shareholders of the Company, nor is any director, supervisor
or oficer of the Company (or its asociates) or the Waranting Shareholders, either alone or in
conjunction with or on behalf of any other person, interested in any busines that competes or
is likely to compete, directly or indirectly, with the busines of the Company or its Subsidiary
and would require disclosure under the Listing Rules, nor is any director of the Company (or
its asociates) or any of the Waranting Shareholders interested, directly or indirectly, in any
asets which have since the date two years imediately preceding the date of the Hong Kong
Prospectus ben acquired or disposed of by or leased to the Company or its Subsidiary; none
of the directors of the Company, the Waranting Shareholders nor any of their respective
asociates (as the term is defined in the Listing Rules), is or wil be interested in any agrement
or arangement with the Company or its Subsidiary which is subsisting and which is material
in relation to the busines of the Company or its Subsidiary;
(h) (A) al returns, reports or filings required by Laws or the Governmental
Authorities to be filed by or in respect of the Company or its Subsidiary for Taxation purposes
have ben duly and timely filed, and al such returns, reports or filings are up to date and are
complete, true and acurate in al respects and not misleading and prepared on a proper basis
and are not the subject of any dispute with any taxing or other Governmental Authority and
there are no circumstances giving rise to any such dispute; (B) al Taxation due or claimed to
be due from the Company and its Subsidiary have ben duly and timely paid; (C) there is no
deficiency for Taxation of any amount that has ben aserted against the Company or its
Subsidiary; and (D) the provisions included in the audited consolidated financial statements as
set forth in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular included apropriate provisions required under IFRS for al Taxation in respect of
acounting periods ended on or before the acounting reference date to which such audited
acounts relate and for which the Company or its Subsidiary was then or could reasonably be
expected thereafter to become or has become liable;
(i) each of the waivers and other relief, concesion and preferential treatment
relating to Taxation granted to the Company or its Subsidiary by any Governmental Authority
is valid and in ful force and efect, except where would not or could not reasonably be expected
to result in Material Adverse Efect, and does not and wil not conflict with, or result in a breach
or violation of, or constitute a default under any aplicable Law;
(j) save as described in both the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular, no stamp or other isuance or transfer Taxation and no capital
gains, income, gods and services tax, value aded tax, busines tax, witholding or other
Taxation are payable by or on behalf of the Company or its Subsidiary in Hong Kong, the PRC
or any other jurisdiction (as the case may be) or to any taxing or other Governmental Authority
thereof or therein in conection with (A) the execution, delivery and performance of this
Agrement and the International Underwriting Agrement and the Related Agrements, (B)
the creation, alotment and isuance of the Ofer Shares, (C) the ofer, alotment, isue, sale and
delivery of the Hong Kong Ofer Shares to or for the respective acounts of sucesful
aplicants and, if aplicable, the Hong Kong Underwriters and the Capital Market
Intermediaries contemplated in the Hong Kong Prospectus, (D) the ofer, alotment, isue, sale
and delivery of the International Ofer Shares to or for the respective acounts of the
International Underwriters and the Capital Market Intermediaries or the subsequent purchasers
in the maner contemplated in each of the Hong Kong Prospectus and the Preliminary Ofering
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Circular, (E) the deposit of the Ofer Shares with the Hong Kong Securities Clearing Company
Limited; or (F) the sale, transfer or other disposition or delivery of any H Shares, including any
realized or unrealized capital gains arising in conection with such sale, transfer or other
disposition;
(k) save as disclosed in each of the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular, al dividends and other distributions declared and payable on
the H Shares of the Company may under the curent Laws and regulations of Hong Kong be
paid to shareholders of the Company in Hong Kong dolars;
(l) the Subsidiary of the Company is not curently restricted or prohibited, directly
or indirectly, from paying any dividends to the Company, from making any other distribution
on the share capital or other equity interests of or in the Subsidiary, from repaying to the
Company any loans or advances to the Subsidiary from the Company, if the Subsidiary has any
such loans or advances, or from transfering any of the properties or asets of the Subsidiary to
the Company;
(m) al dividends and other distributions which are declared and payable on the share
capital of the Company in Renminbi to the shareholders of the Company may, under the Laws
of the PRC, be payable in foreign curency and may be frely transfered out of the PRC, and
al such dividends and other distributions are not subject to witholding or other taxes under
the Laws of the PRC, are otherwise fre and clear of any other tax, witholding or deduction
in the PRC and may be so paid without the necesity of obtaining or making any Aprovals
and Filings of the PRC;
(n) none of the Company, the Waranting Shareholders and their respective
Afiliates, as such term is defined in Rule 501(b) under the Securities Act (colectively,
“Afiliates” and each, an “Afiliate”) nor any person acting on behalf of any of the foregoing
(A) has made or wil make ofers or sales of any security, or solicited or wil solicit ofers to
buy, or otherwise negotiated or wil negotiate in respect of, any security, under circumstances
that would require registration of the Ofer Shares under the Securities Act, or (B) has ofered
or sold or wil ofer or sel the Ofer 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 ofering within the meaning of Section 4(a)(2) of the Securities Act or (i)
any “directed seling eforts” within the meaning of Rule 902 under the Securities Act; each of
the Company, the Waranting Shareholders and their respective Afiliates and any person
acting on its or their behalf has complied with the ofering restrictions requirement of
Regulation S.
(o) no registration of the Ofer Shares is required in conection with the ofer, sale
and delivery of the International Ofer Shares to the International Underwriters and the
subsequent purchasers thereof (including the ofer, sale and delivery of the Cornerstone Shares)
or the initial resale of the International Ofer Shares by the International Underwriters in the
maner contemplated by this Agrement, the Cornerstone Investor Agrements, the
International Underwriting Agrement, the Hong Kong Prospectus and the Preliminary
Ofering Circular under the Securities Act;
(p) the Company is a “foreign isuer” within the meaning of Regulation S under the
Securities Act;
(q) the Company reasonably believes that there is no “substantial U.S. market
interest” within the meaning of Regulation S under the Securities Act in the Ofer Shares or
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securities of the Company of the same clas as the Ofer Shares;
(r) none of the Company, its Subsidiary or any of their respective supervisors,
directors, oficers, or any person acting on behalf of any of the foregoing nor to the best
knowledge of the Company, any of the Company’s and its Subsidiary’s employes, Afiliates
and agents (other than the Underwriters in their capacity as such) , has, at any time prior to the
date of this Agrement, done or engaged in, or wil, until Joint Global Cordinators and the
Overal Cordinators have notified the Company of the completion of the distribution of the
International Ofer Shares, do or engage in, directly or indirectly, any act or course of conduct
(A) which creates a false or misleading impresion as to the market in or the value of the H
Shares and any asociated securities, (B) the purpose of which is to create actual, or aparent,
active trading in or to raise the price of the H Shares, or (C) which constitutes non-compliance
with the rules, regulations and requirements of the CSRC, the SEHK, the SFC or any other
Authority including those in relation to bokbuilding and placing activities;
(s) none of the Company, its Subsidiary or any of their respective supervisors,
directors, oficers, or any person acting on behalf of any of the foregoing nor to the best
knowledge of the Company, any of the Company’s and its Subsidiary’s employes, Afiliates
and agents (other than the Underwriters in their capacity as such) (A) has taken or facilitated
or wil take or facilitate, directly or indirectly, any action which is designed to or which has
constituted or which might reasonably be expected to cause or result in stabilization or
manipulation of the price of any security of the Company to facilitate the sale or resale of any
security of the Company or otherwise, (B) has taken or wil take, directly or indirectly, any
action which would constitute a violation of the market misconduct provisions of Parts XI
and XIV of the Securities and Futures Ordinance, or (C) has taken or wil take or has omited
to take or wil omit to take, directly or indirectly, any action which may result in the los by
any of the Underwriters or any person acting for them as stabilizing manager of the ability to
rely on any stabilization safe harbor provided by the Securities and Futures (Price Stabilizing)
Rules under the Securities and Futures Ordinance or otherwise;
(t) under the Laws of Hong Kong, the PRC and any other jurisdiction, neither the
Company, its Subsidiary, nor the Waranting Shareholders nor any of their properties, asets
or revenues is entitled to any right of imunity on the grounds of sovereignty or crown status
or otherwise from any action, suit or proceding, from set-of or counterclaim, from the
jurisdiction of any court, from service of proces, from atachment to or in aid of execution of
judgment or arbitral awards, or from other action, suit or proceding for the giving of any relief
or for the enforcement of any judgment or arbitral awards; the irevocable and unconditional
waiver and agrement of the Company and the Waranting Shareholders in Section 18.8 hereof
not to plead or claim any such imunity in any action, suit or proceding arising out of or
based on this Agrement or the transactions contemplated hereby is a legal, valid and binding
obligation of the Company and the Waranting Shareholders under the Laws of Hong Kong,
the PRC and any other jurisdiction;
(u) the choice of law provisions set forth in this Agrement do not contravene the
PRC and Hong Kong laws and wil be recognized and given efect to by the courts of the PRC
and Hong Kong; the Company and the Waranting Shareholders can sue and be sued in its own
name under the Laws of the PRC and Hong Kong; the waiver of imunity on the grounds of
sovereignty or crown status or otherwise do not contravene the PRC and Hong Kong laws and
wil be recognized and given efect to by the courts of the PRC and Hong Kong; the agrement
that this Agrement shal be governed by and construed in acordance with the laws of Hong
Kong do not contravene the PRC laws and are legal, valid and binding under the Laws of the
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PRC and Hong Kong and wil be respected by PRC and Hong Kong courts; service of proces
efected in the maner set forth in this Agrement wil be efective to confer valid personal
jurisdiction over the Company and the Waranting Shareholders; the Company agre with the
decision by law that the arbitration agrement contained in this Agrement is a valid and
efective agrement by the Company and the Waranting Shareholders to submit to arbitration;
the agrement that each party to this Agrement shal defer any dispute to arbitration, and the
agrement that the arbitration agrement shal be governed by and construed in acordance
with the laws of Hong Kong are legal, valid and binding under the laws of the PRC and Hong
Kong and wil be respected by the PRC and Hong Kong courts; and any award obtained in the
HKIAC arising out of or in relation to the obligations of the Company and the Waranting
Shareholders under this Agrement wil be recognized and enforced by the PRC and Hong
Kong courts subject to the uncertainty as disclosed in the section of each of the Hong Kong
Public Ofering Documents and the Preliminary Ofering Circular;
(v) it is not necesary under the Laws of Hong Kong or the PRC that any of the Joint
Sponsors, the Overal Cordinators, the Joint Global Cordinators, the Joint Bokruners, the
Joint Lead Managers, the Underwriters and the Capital Market Intermediaries (other than those
incorporated, registered or organized under the Laws of Hong Kong or the PRC) should be
licensed, qualified or entitled to cary out busines in Hong Kong or the PRC (A) to enable
them to enforce their respective rights under this Agrement or the International Underwriting
Agrement or any other document to be furnished hereunder or thereunder, or (B) solely by
reason of the execution, delivery or performance of this Agrement and the International
Underwriting Agrement;
(w) each of the Company and the Waranting Shareholders has read and understod
the Hong Kong Profesional Investor Treatment Notice set forth in Schedule 7 hereto and
acknowledges and agres to the representations, waivers and consents contained in such notice,
in which the expresions “you” or “your” shal mean “the Company” and “the Waranting
Shareholders”, and “we” or “us” or “our” shal mean the Joint Sponsors, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead Managers,
the Underwriters and the Capital Market Intermediaries;
(x) the directors of the Company colectively have the experience, qualifications,
competence and integrity to manage the Company’s busines and comply with the Listing
Rules, and individualy have the experience, qualifications, competence and integrity to
perform their individual roles, including an understanding of the nature of their obligations and
those of the Company as a company listed on the Main Board of the Stock Exchange under the
Listing Rules and other legal or regulatory requirements relevant to their roles;
(y) there are no contracts, agrements or understandings betwen the Company, its
Subsidiary and/or the Waranting Shareholders and any person or entity (other than the Hong
Kong Underwriters pursuant to this Agrement and the International Underwriters pursuant to
International Underwriting Agrement) that would give rise to any claim against the Company,
its Subsidiary, the Waranting Shareholders or any Underwriter for brokerage comisions,
finder’s fes or other payments in conection with the ofer and sale of the Ofer Shares or the
consumation of the transactions contemplated hereby or by the Hong Kong Public Ofering
Documents and the Preliminary Ofering Circular;
(z) other than as contemplated in the Cornerstone Investor Agrements, within the
preceding six months, none of the Company, its Subsidiary, the Waranting Shareholders, their
respective Afiliates nor any other person acting on behalf of the foregoing has ofered or sold
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to any person any H Shares or any securities of the same or a similar clas as the H Shares; and
each of the Company, the Waranting Shareholders and their respective Afiliates wil take
reasonable precautions designed to ensure that any ofer or sale, direct or indirect, in the United
States of any H Shares or any substantialy similar securities isued by the Company, within
six months subsequent to the date on which the distribution of the Ofer Shares has ben
completed (as notified to the Company by Joint Global Cordinators and Overal Cordinators),
is made under restrictions and other circumstances reasonably designed not to afect the status
of the ofer and sale of the Ofer Shares in the United States contemplated by this Agrement
as transactions exempt from the registration provisions of the Securities Act;
(a) none of the Company, its Subsidiary or the Waranting Shareholders has entered
into any contractual arangement relating to the ofer, sale, distribution or delivery of any H
Shares other than this Agrement, International Underwriting Agrement and the Cornerstone
Investor Agrements;
(b) none of the investment comitments by the Cornerstone Investors under the
Cornerstone Investor Agrements has ben reduced, withdrawn, terminated, canceled or
otherwise not fulfiled;
(c) none of the Company, its Subsidiary, the Waranting Shareholders and any of
their respective substantial shareholders, supervisors, oficers, directors, employes, Afiliates,
advisers or agents has provided to any investment research analyst, whether directly or
indirectly, formaly or informaly, in writing or verbaly, any material information, including
forward-loking information (whether qualitative or quantitative) concerning the Company or
its Subsidiary that is not (A) reasonably expected to be included in each of the Hong Kong
Public Ofering Documents and the Preliminary Ofering Circular; or (B) publicly available;
(d) none of the directors of the Company has revoked or withdrawn the authority
and confirmation in the responsibility leter, statement of interests, power of atorney, director’s
certificate, declaration and undertaking with regard to directors and confirmation leter, isued
by him or her to the Stock Exchange, the Company, the Joint Sponsors, the Joint Global
Cordinators and the Overal Cordinators, and such authority and confirmations remain in ful
force and efect;
(e) al the interests or short positions of each of the Directors in the securities,
underlying securities and debentures of the Company or any asociated corporation (within the
meaning of Part XV of the of the Securities and Futures Ordinance) which wil be required to
be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV
of such Ordinance, or which wil be required pursuant to section 352 of such Ordinance to be
entered in the register refered to therein, or which wil be required to be notified to the
Company and the SEHK pursuant to the Model Code for Securities Transactions by Directors
of Listed Isuers in the Listing Rules, in each case once the Shares are listed, and in any asets
which, in the two years preceding the date of the Hong Kong Prospectus, have ben acquired
or disposed of by, or leased to, the Company or its Subsidiaries, are fuly, completely and
acurately disclosed in each of the Hong Kong Public Ofering Documents and the Preliminary
Ofering Circular; and
In adition, any certificate signed by any oficer or director of the Company and delivered to
the Joint Sponsors, the Overal Cordinators, the Joint Global Cordinators, the Joint Bokruners,
the Joint Lead Managers or any Underwriters and the Capital Market Intermediaries or any
counsel for the Underwriters and the Capital Market Intermediaries in conection with the
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Global Ofering shal be demed to be a representation and waranty by the Company, as to
maters covered thereby, to each Joint Sponsor, Overal Cordinator, Joint Global Cordinator,
Joint Bokruner, Joint Lead Manager, Underwriter and Capital Market Intermediary.
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Part B
Aditional Representations and Waranties Given by the Waranting Shareholders
Each of the Waranting Shareholders jointly and severaly represents and warants to,
and agres with, each of the Joint Sponsors, the Joint Global Cordinators, the Overal
Cordinators, the Joint Bokruners, the Joint Lead Managers, Underwriters and the Capital
Market Intermediaries as folows:
(a) Jiangsu Tiaoyu Science and Trade Co., Ltd. (江苏粜宇科贸有限公司) (the
“Corporate Member of the Waranting Shareholders”) has ben duly incorporated and is
validly existing and in god standing under the Laws of the PRC; the Corporate Member of
the Waranting Shareholders has the corporate power and authority to execute, deliver and
perform its obligations pursuant to this Agrement, the International Underwriting Agrement
and any Related Agrements to which it is a party, and is capable of suing and being sued in
its own name;
(b) the articles of asociation and other constitutional documents of the Corporate
Member of the Waranting Shareholder comply with the requirements of the Laws of the PRC,
and are in ful force and efect;
(c) Mr. An Youcai and Mr. He Yiming have the ful right and power to execute,
deliver and perform his obligations under this Agrement, the International Underwriting
Agrement and any Related Agrements to which he is a party, and is capable of suing and
being sued in his own name;
(d) as of the date of this Agrement, the Waranting Shareholders are the legal and
beneficial owner of the isued share capital of the Company as shown in the Hong Kong Public
Ofering Documents and the Preliminary Ofering Circular;
(e) the Waranting Shareholders (A) have fuly and acurately disclosed and
reported their interest in the H Shares (as described in the Hong Kong Public Ofering
Documents and the Preliminary Ofering Circular) under al aplicable tax, securities and other
laws, and (B) have fuly paid and discharged al aplicable taxes, fes, charges, duties, levies
or other obligations to any government authority in relation to their interest in the Shares and
al transactions and activities involving such interest;
(f) the Waranting Shareholders are not entitled to any premptive or similar rights
to acquire the Ofer Shares. There is no option, warant, or other agrement or comitment
obligating, or which may obligate, such Waranting Shareholders to sel H Shares or any other
securities of the Company, and there are no securities held by the Waranting Shareholders
convertible into or exchangeable for any equity securities of the Company;
(g) this Agrement, the International Underwriting Agrement and any Related
Agrements (to the extent it is a party to) has ben duly authorized, executed and delivered by
the Waranting Shareholders and constitutes a legal, valid and binding agrement of the
Waranting Shareholders, enforceable in acordance with its terms;
(h) the execution, delivery and performance of this Agrement, the International
Underwriting Agrement and the Related Agrements and any other document required to be
executed by the Waranting Shareholders pursuant to the provisions of this Agrement, the
International Underwriting Agrement or the Related Agrements, the isuance and sale of the
Ofer Shares, the consumation of the transactions herein or therein contemplated, and the
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fulfilment of the terms hereof or thereof, do not and wil not conflict with, or result in a breach
or violation of, or constitute a default under (or constitute any event which, with notice or lapse
of time or fulfilment of any condition or compliance with any formality or al of the foregoing,
would result in a breach or violation of, constitute a default under or give the holder of any
indebtednes (or a person acting on such holder’s behalf) the right to require the repurchase,
redemption or repayment of al or part of such indebtednes under), or result in the creation or
imposition of a lien, charge or Encumbrance on any property or asets of the Waranting
Shareholders pursuant to (A) the articles of asociation or other constituent or constitutive
documents or the busines license of the Corporate Member of the Waranting Shareholders,
or (B) any indenture, mortgage, ded of trust, loan or credit agrement or other evidence of
indebtednes, or any license, lease, contract or other agrement or instrument to which any of
the Waranting Shareholders is a party or by which any of the Waranting Shareholders is
bound or any of their respective properties or asets may be bound or afected, or (C) any Laws
aplicable to any of the Waranting Shareholders or their respective properties or asets;
(i) none of the information included in each of the Hong Kong Public Ofering
Documents and the Preliminary Ofering Circular contains or wil contain any untrue statement
of a fact in relation to each of the Waranting Shareholders or omits or wil omit to state a fact
necesary in order to make the statements therein, in the light of the circumstances under which
they were made not misleading;
(j) none of the Waranting Shareholders has conducted, caused and/or procured any
private placing or transfer of shares of the Company within the six months prior to the Global
Ofering;
(k) save as disclosed in the Hong Kong Public Ofering Documents and the
Preliminary Ofering Circular, no indebtednes (actual or contingent) and no contract or
arangement is outstanding betwen the Company and its Subsidiary and any of the Waranting
Shareholders or any company (excluding the Company and its Subsidiary) or undertaking
which is owned or controled by any of the Waranting Shareholders (whether by way of
shareholding or otherwise);
(l) al amounts of a non-trade nature due to each member of the Waranting
Shareholders (as aplicable) by the Company and its Subsidiary have ben setled, and al
guarantes provided to the Company and its Subsidiary by any of the Waranting Shareholders
and/or its close asociates (excluding the Company and its Subsidiary) have ben released;
(m) al information disclosed or made available in writing or oraly from time to time
(and any new or aditional information serving to update or amend such information) which is
disclosed or made available by or on behalf of the Waranting Shareholders and/or any of their
respective supervisors, directors, oficers, employes, Afiliates or agents to the SEHK, the
SFC, the CSRC, any aplicable Authority, the Joint Sponsors, the Joint Global Cordinators,
the Overal Cordinators, the Underwriters, the Capital Market Intermediaries, the Reporting
Acountants (as defined below), the Internal Control Consultant, the Industry Consultant
and/or the legal and other profesional advisers for the Company or the Underwriters and the
Capital Market Intermediaries or the Overal Cordinators for the purposes of the Global
Ofering and/or the Listing (including, without limitation, the answers and documents
contained in or refered to in the Verification Notes (and any new or aditional information
serving to update or amend the Verification Notes suplied or disclosed in writing prior to the
date of this Agrement), the information, answers and documents used as the basis of
information contained in each of the Hong Kong Public Ofering Documents, the Preliminary
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Ofering Circular or the CSRC Filings or provided for or in the course of due diligence or the
discharge by the Joint Sponsors of their obligations as sponsors under the Listing Rules and
other aplicable Laws (including the CSRC Rules), the information and documents provided
for the discharge by the Underwriters, the Overal Cordinators and the Capital Market
Intermediaries of their respective obligations as an Underwriter, an Overal Cordinator and/or
a Capital Market Intermediary under the Code of Conduct and the Listing Rules and other
aplicable Laws (including the CSRC Rules), and the responses to queries and coments
raised by the SEHK, the SFC, the CSRC or any aplicable Authority) was so disclosed or
made available in ful and in god faith and was when given and remains complete, true and
acurate and not misleading in any material respects, and there is no other information which
has not ben provided the result of which would make the information so disclosed or made
available misleading. Each of the CSRC Filings is and remains complete, true and acurate and
not misleading in any respect, and does not omit any information which would make the
statements made therein, in light of the circumstances under which they were made, misleading
in any respect;
(n) there are (A) no actions, suits, procedings, investigations or inquiries under any
Laws or by or before any Authority pending or threatened or contemplated to which any
Waranting Shareholder is or may be a party or to which any of her/its respective properties or
asets is or may be subject, at law or in equity, before or by any Authority, whether or not
arising from transactions in the ordinary course of busines, (B) no Law that has ben enacted,
adopted or isued or that has ben proposed by any Authority, and (C) no judgment, decre or
order of any Authority, which, in any such case described in clause (A), (B) or (C) above,
would, or could reasonably be expected to, individualy or in the agregate, materialy and
adversely afect the power or ability of any Waranting Shareholder to perform his/its
obligations under this Agrement, the International Underwriting Agrement or any Operative
Documents to which the Waranting Shareholders or any one of them is a party or otherwise
materialy and adversely afect the Global Ofering;
(o) neither the Waranting Shareholders nor any person acting on his/its behalf has,
to the extent aplicable, taken any action, nor have any steps ben taken or any actions, suits
or procedings under any Laws ben started or threatened to wind up, bankrupt, liquidate or
disolve itself, make itself dormant or eliminate itself;
(p) none of the Waranting Shareholders or any supervisor, director, oficer, agent,
representative, employe or afiliate of the Waranting Shareholders, nor any person acting on
behalf of any of them is aware of or has, directly or indirectly, (A) taken or wil take any action
in furtherance of an ofer, payment, promise to pay, or authorization or aproval of payment or
giving of money, property, gifts or anything else of value, directly or indirectly, to any
“government oficial” (including any oficer or employe of a government or government-
owned or controled (in whole or in part) entity or of a public international organization, or any
person acting in an oficial capacity for or on behalf of any of the foregoing, or any political
party or party oficial or candidate for political ofice) in the PRC, Hong Kong, the United
States or any other jurisdiction to influence oficial action or secure an improper advantage;
(B) made or authorized or wil make or authorize any contribution, payment or give of funds
or property to any candidate for public ofice, a government or government-owned or
controled (in whole or in part) entity or of a public international organization, or any person
acting in an oficial capacity for or on behalf of any of the foregoing, or any political party or
party oficial or candidate for political ofice in the PRC, Hong Kong, the United States or any
other jurisdiction, in either case, where either the payment or gift or the purpose of such
contribution, payment or gift was or is prohibited under any aplicable rules, regulations,
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guidelines, measures, notices or circulars (in each case, to the extent mandatory or, if not
complied with, the basis for legal, administrative or regulatory consequences), orders,
judgments, decres, rulings or other binding requirements of any relevant Governmental
Authority of any locality, including but not limited to, the United States Foreign Corupt
Practices Act of 1977 (the “FCPA”), as amended, and the rules and regulations promulgated
thereunder or any bribe, rebate, payof, influence payment, kickback or other unlawful or
improper payment or benefit in any jurisdiction in conection with the busines activities of
the Waranting Shareholders, as aplicable; the Waranting Shareholders and their respective
Afiliates have conducted their busineses at al times in compliance with al aplicable anti-
bribery or anti-coruption laws including but without limitation to the Prevention of Bribery
Ordinance (Cap. 201 of the Laws of Hong Kong), any Law promulgated to implement the
OECD Convention on Combating Bribery of Foreign Public Oficials in International Busines
Transactions, signed December 17, 1997, the Criminal Law of the PRC, the Anti-Unfair
Competition Law of the PRC, the Interim Regulation of the State Administration for Industry
and Comerce on Prohibition of Comercial Bribery, the FCPA, the United Kingdom Bribery
Act of 2010 or any other Law of similar purpose and scope (colectively, the “Anti-Bribery
Laws”) and have instituted and maintain and wil continue to maintain policies and procedures
designed to promote and achieve compliance with such laws and with the representation and
waranty contained herein; neither the Waranting Shareholders nor any director, oficer,
supervisor or employe of the Corporate Member of the Waranting Shareholders has violated
or is in violation of any provision of the Anti-Bribery Laws; and no action, suit, proceding,
investigation or inquiry by or before any Government Entity involving the Waranting
Shareholders or their respective busineses with respect to Anti-Coruption Laws is pending or
threatened; as used herein, “Government Entity” means any national government, political
subdivision thereof, or local jurisdiction therein, any department, board, comision, court,
agency or instrumentality thereof, including any entity or enterprise owned or controled by a
government, a judicial body or a public international organization, a body that exercises
regulatory authority over any of the Joint Sponsors, the Overal Cordinators, the Joint Global
Cordinators, the Joint Bokruners, the Joint Lead Managers, the Capital Market
Intermediaries or Hong Kong Underwriters, or an entity with an agregate 25% or more
government ownership or control by any one of the foregoing parties;
In adition, any certificate signed by any oficer or director of each of the Waranting
Shareholders (as aplicable) and delivered to the Joint Sponsors, the Overal Cordinators, the
Joint Global Cordinators, the Joint Bokruners, the Joint Lead Managers, Underwriters or
the Capital Market Intermediaries or any counsel for the Underwriters and Capital Market
Intermediaries in conection with the Global Ofering shal be demed to be a representation
and waranty by the Waranting Shareholders, as to maters covered thereby, to each Joint
Sponsor, Overal Cordinator, Joint Global Cordinator, Joint Bokruner, Joint Lead
Manager, Underwriter and Capital Market Intermediary.
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SCHEDULE 4
CONDITIONS PRECEDENT DOCUMENTS
Part A
Legal Documents
- ,
dated January 8, 2025 in relation to the Global Ofering refered to in Apendix VI to
the Prospectus.
- , or a comite of
the board of directors of the Company;
2.1 aproving and authorising this Agrement and each of the Operative Documents
and such documents as may be required to be executed by the Company
pursuant to each such Operative Document or which are necesary or incidental
to the Global Ofering and the execution on behalf of the Company of, and the
performance by the Company of its obligations under, each such document;
2.2 aproving the Global Ofering and (subject to exercise of the Ofer Size
Adjustment Option (if any) any isue of the Ofer Shares pursuant thereto;
2.3 aproving and authorising the isue of the Hong Kong Public Ofering
Documents and the isue of the Preliminary Ofering Circular and the Ofering
Circular; and
2.4 aproving and authorising the isue and the registration of the Hong Kong
Public Ofering Documents with the Registrar of Companies in Hong Kong.
- /board of director(s) of
each of Waranting Shareholders (to the extent it is a corporate where aplicable)
confirming the due execution of this Agrement and such documents as may be required
to be executed by each of them pursuant to this Agrement or which are necesary or
incidental to the Global Ofering and the execution on its behalf and its performance
thereof.
4. thre certified true copies of the Registrar Agrement duly signed by the parties thereto.
5. thre certified true copies of the Receiving Bank Agrement duly signed by the parties
thereto.
6. thre certified true copies of the amended and restated memorandum and articles of
asociation of the Company which were adopted by its shareholders.
7. thre certified true copies of the busines license of the Company.
8. thre certified true copies of the Certificate of Registration of the Company as a non-
Hong Kong company under Part 16 of the Companies Ordinance.
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9. thre certified true copies of the curent Busines Registration Certificate of the
Company.
10. thre certified true copies of the service contracts (or leters of apointment in respect
of the independent non-executive directors) of each of the Directors and Supervisors of
the Company.
11. thre certified true copies or signed originals of each of the responsibility leters and
statements of interests, and powers of atorney signed by each of the Directors.
12. thre certified true copies of each of the material contracts refered to in the section of
the Prospectus headed “Apendix VI – Statutory and General Information – Further
Information about Our Busines – Sumary of Material Contracts” (other than this
Agrement).
13. thre certified true copies or signed originals of the undertakings from the Company to
the Stock Exchange pursuant to Rule 10.08 of the Listing Rules.
14. thre certified true copies or signed originals of the undertakings from each of the
Controling Shareholders to the Stock Exchange pursuant to Rule 10.07 of the Listing
Rules.
15. thre certified true copies of the undertakings from the Directors regarding repurchase
of Shares in acordance with Rule 10.06(1)(b)(vi) of the Listing Rules.
16. thre certified true copies of the confirmation from the Company pursuant to Rule
10.06(1)(b) of the Listing Rules.
Documents relating to the Hong Kong Public Ofering
17. thre printed copies of the Prospectus duly signed by two Directors or their respective
duly authorised atorneys and, if signed by their respective duly authorised atorneys,
certified true copies of the relevant powers of atorney.
- , among others, by or on
behalf of the Company and each of the Directors (or their respective duly authorised
atorneys).
- ‘ report dated the Prospectus Date from the
Reporting Acountant, the text of which is contained in Apendix I to the Prospectus.
- , dated the Prospectus
Date and adresed to the Company, relating to the unaudited pro forma financial
information relating to the adjusted consolidated net tangible asets and fuly diluted
forecast earnings per Ofer Share, the text of which is contained in Apendix I to the
Prospectus.
- , dated the Prospectus
Date and adresed to the Company confirming, inter alia, the indebtednes statement
contained in the Prospectus, in a form previously agred by the Reporting Acountant
with the Company, the Joint Sponsors and the Overal Cordinators (for themselves
and on behalf of the Hong Kong Underwriters).
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- , dated the Prospectus
Date and adresed to the Company regarding the working capital suficiency, in a form
previously agred by the Reporting Acountant with the Company, the Joint Sponsors
and the Overal Cordinators (for themselves and on behalf of the Hong Kong
Underwriters).
- ,
dated the Prospectus Date and adresed to the Joint Sponsors, the Overal Cordinators
and the Hong Kong Underwriters, and in form and substance satisfactory to the Joint
Sponsors and the Overal Cordinators, which leter shal cover, without limitation, the
various financial disclosures contained in the Prospectus in form and substance
satisfactory to the Joint Sponsors and the Overal Cordinators.
24. thre signed originals of the profit forecast and working capital forecast memorandum
aproved by the Board.
- ‘s PRC Counsel dated the
Prospectus Date in respect of (i) the properties owned and leased by the Group and (i)
the establishment, busines and legal status of the Group under PRC laws in form and
substance satisfactory to the Joint Sponsors and Overal Cordinators.
- ‘ PRC Counsel dated
the Prospectus Date in respect of (i) properties owned and leased by the Group and (i)
the establishment, busines and legal status of the Group under PRC laws in form and
substance satisfactory to the Joint Sponsors and the Overal Cordinators.
27. thre signed originals of the IP legal due diligence and FTO reports from IP Counsel
dated the Prospectus Date, adresed to the Joint Sponsors, the Overal Cordinators,
the Joint Global Cordinators, the Joint Bokruners, the Joint Lead Managers, the
CMIs, and the Underwriters in respect of maters concerning the Group, in form and
substance satisfactory to the Joint Sponsors and the Overal Cordinators.
28. thre signed originals or certified true copies of the internal control report from the
Internal Control Consultant, which report shal confirm certain maters relating to the
Company’s internal control.
- , dated the Hong Kong
Prospectus Date.
30. thre certified true copies or signed originals of each of the leters refered to in the
paragraph titled “Consents of Experts” of Apendix VI to the Prospectus (except the
consent leters from the Joint Sponsors) containing consents to the isue of the
Prospectus with the inclusion of references to the respective parties’ names, and where
relevant their reports and leters in the form and context in which they are included.
31. thre certified true copies or signed originals of the certificates as to the acuracy of the
Hong Kong Public Ofering Documents and the Formal Notice given by the relevant
translator thereof together with a certified true copy or signed originals of a certificate
isued by Topan Meril Limited as to the competency of such translator.
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- , 2025
confirming the completion of CSRC filing procedures, in conection with the
aplication for listing of the H Shares on the Stock Exchange.
33. thre certified true copies of the compliance advisor agrement entered into betwen
the Company and Octal Capital Limited.
34. thre copies of the certificate of authorisation from the Stock Exchange authorising the
registration of the Prospectus.
35. thre copies of the writen confirmation from the Registrar of Companies in Hong Kong
confirming the registration of the Prospectus.
Part B
1. thre signed originals of the bringdown Hong Kong comfort leter from the Reporting
Acountant, dated the Listing Date and adresed to the Joint Sponsors, the Overal
Cordinators and the Hong Kong Underwriters in form and substance satisfactory to
the Joint Sponsors and the Overal Cordinators, which leter shal cover, without
limitation, the various financial disclosures contained in the Prospectus.
- “Regulation S” comfort leter to be dated on the date of the
Final Ofering Circular from the Reporting Acountant adresed to the Joint Sponsors,
the Overal Cordinators and the International Underwriters, in form and substance
satisfactory to the Overal Cordinators and the Joint Sponsors, which leters shal cover,
without limitation, the various financial disclosures contained in each of the Disclosure
Package and the Final Ofering Circular.
- “Regulation S” comfort leter dated the Listing
Date from the Reporting Acountant adresed to the Joint Sponsors, the Overal
Cordinators and the International Underwriters, in form and substance satisfactory to
the Overal Cordinators and the Joint Sponsors, which leters shal cover, without
limitation, the various financial disclosures contained in each of the Disclosure Package
and the Final Ofering Circular and subsequent change in financial position of the
Group.
- ‘s PRC
Counsel dated the Listing Date in form and substance satisfactory to the Joint Sponsors
and the Overal Cordinators, each including a bring-down opinion of the opinion in
item 25 of Part A.
- ‘ PRC
Counsel dated the Listing Date in form and substance satisfactory to the Joint Sponsors
and the Overal Cordinators, each including a bring-down opinion of the opinion in
item 26 of Part A.
6. thre signed originals of the bring-down IP legal due diligence and FTO reports from
IP Counsel dated the Prospectus Date, adresed to the Joint Sponsors, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs, and the Underwriters in respect of maters concerning the Group,
in form and substance satisfactory to the Joint Sponsors and the Overal Cordinators.
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- ‘s HK & US
Counsel dated the Listing Date, adresed to the Joint Sponsors, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs, and the Underwriters concerning maters in form and substance
satisfactory to the Joint Sponsors and the Overal Cordinators.
- ‘ HK &
US Counsel dated the Listing Date, adresed to the Joint Sponsors, the Overal
Cordinators and the Underwriters concerning maters in form and substance
satisfactory to the Joint Sponsors and the Overal Cordinators.
- ‘s HK & US Counsel
dated the Listing Date, adresed to the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs and the International Underwriters concerning maters in form and
substance satisfactory to the Joint Sponsors and the Overal Cordinators.
- ‘ Company’s
HK & US Counsel dated the Listing Date, adresed to the Joint Sponsors, the Sponsor-
OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint Bokruners,
the Joint Lead Managers, the CMIs and the International Underwriters concerning
maters in form and substance satisfactory to the Joint Sponsors and the Overal
Cordinators.
- , the Controling
Shareholders, joint company secretaries of the Company, oficers of the Company and
directors of the Company in the form set out in the schedules and/or exhibits of the
International Underwriting Agrement.
- , each duly signed by the parties
thereto.
13. thre certified true copies of the writen resolutions by the authorised atorneys of the
board of directors aproving the determination of final ofer price and basis of
alotment.
14. thre certified true copies of the Admision isued by the Listing Comite of the
Stock Exchange.
15. thre copies of the declaration signed by a Director and the company secretary of the
Company in the form set out in Form F published in Regulatory Forms (as defined in
the Listing Rules).
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SCHEDULE 5
SET-OF ARANGEMENTS
1. This Schedule sets out the arangements and terms pursuant to which the Hong Kong
Underwriting Comitment of each Hong Kong Underwriter wil be reduced to the
extent that it makes (or procures to be made on its behalf) one or more valid Hong Kong
Underwriter’s Aplications pursuant to the provisions of Clause 4.7. These
arangements mean that in no circumstances wil any Hong Kong Underwriter have any
further liability as a Hong Kong Underwriter to aply to purchase or procure
aplications to purchase Hong Kong Ofer Shares if one or more Hong Kong
Underwriter’s Aplications, duly made by it or procured by it to be made is/are validly
made and acepted for an agregate number of Hong Kong Ofer Shares being not les
than the number of Hong Kong Ofer Shares comprised in its Hong Kong Underwriting
Comitment.
2. In order to qualify as Hong Kong Underwriters’ Aplication, such aplication must be
made online via the HK eIPO White Form Service at w.eipo.com.hk or by
submiting an EIPO aplication through FINI complying in al respects with the terms
set out in the section headed “How to Aply for Hong Kong Ofer Shares” in the
Prospectus by not later than 12:00 non on the Aceptance Date in acordance with
Clause 4.4. Copies of records for such aplications wil have to be faxed to the Overal
Cordinators imediately after completion of such aplications. Each such aplication
must bear the name of the Hong Kong Underwriter by whom or on whose behalf the
aplication is made and there must be clearly marked on the aplications “Hong Kong
Underwriter’s Aplication”, to the extent practicable.
3. No preferential consideration under the Hong Kong Public Ofering wil be given in
respect of Hong Kong Underwriters’ Aplications.
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SCHEDULE 6
ADVERTISING ARANGEMENTS
The Formal Notice is to be published on the oficial website of the Stock Exchange
(w.hkexnews.hk) and the website of the Company (htp:/w.abio.com) on July 31,
2025.
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SCHEDULE 7
PROFESIONAL INVESTOR TREATMENT NOTICE
1. You are a Profesional Investor by reason of your being within a category of person
described in the Securities and Futures (Profesional Investor) Rules as folows:
1.1 a trust corporation having ben entrusted with total asets of not les than
HK$40 milion (or equivalent) as stated in its latest audited financial statements
prepared within the last 16 months, or in the latest audited financial statements
prepared within the last 16 months of the relevant trust or trusts of which it is
truste, or in custodian statements isued to the trust corporation in respect of
the trust(s) within the last 12 months;
1.2 a high net worth individual having, alone or with asociates on a joint acount,
a portfolio of at least HK$8 milion (or equivalent) in securities and/or curency
deposits, as stated in a certificate from an auditor or profesional acountant or
in custodian statements isued to the individual within the last 12 months;
1.3 a corporation the sole busines of which is to hold investments and which is
wholy owned by (1) a trust corporation which fals within paragraph 1.1 above;
- , alone or with asociates on a joint acount, fals within
paragraph 1.2 above; or (a corporation or partnership which fals within
paragraph 1.4 below); and
1.4 a high net worth corporation or partnership having total asets of at least HK$40
milion (or equivalent) or a portfolio of at least HK$8 milion (or equivalent) in
securities and/or curency deposits, as stated in its latest audited financial
statements prepared within the last 16 months or in custodian statements isued
to the corporation or partnership within the last 12 months.
We have categorized you as a Profesional Investor based on information you have given us.
You wil inform us promptly in the event any such information ceases to be true and acurate.
You wil be treated as a Profesional Investor in relation to al investment products and markets.
2. As a consequence of categorisation as a Profesional Investor, we are not required to
fulfil certain requirements under the Code of Conduct for Persons Licensed by or
Registered with the Securities and Futures Comision (the “Code”) and other
Hong Kong regulations. While we may in fact do some or al of the folowing in
providing services to you, we have no regulatory responsibility to do so.
2.1 Client agrement: We are not required to enter into a writen agrement
complying with the Code relating to the services that are to be provided to you.
2.2 Risk disclosures: We are not required by the Code to provide you with writen
risk warnings in respect of the risks involved in any transactions entered into
with you, or to bring those risks to your atention.
2.3 Information about us: We are not required to provide you with information
about our busines or the identity and status of employes and others acting on
our behalf with whom you wil have contact.
30081805766-v10
– 123-
03-41082060
2.4 Prompt confirmation: We are not required by the Code to promptly confirm the
esential features of a transaction after efecting a transaction for you.
2.5 Information about clients: We are not required to establish your financial
situation, investment experience or investment objectives, except where we are
providing advice on corporate finance work.
2.6 Nasdaq–Amex Pilot Program: If you wish to deal through the Stock Exchange
in securities admited to trading on the Stock Exchange under the Nasdaq-Amex
Pilot Program, we are not required to provide you with documentation on that
program.
2.7 Suitability: We are not required to ensure that a recomendation or solicitation
is suitable for you in the light of your financial situation, investment experience
and investment objectives.
2.8 Investor characterization/disclosure of sales related information: We shal not
be subject to the requirements of paragraph 5.1A of the Code relating to know
your client investor characterization and paragraph 8.3A of the Code relating to
disclosure of sales related information.
3. You have the right to withdraw from being treated as a Profesional Investor at any
time in respect of al or any investment products or markets on giving writen notice to
our Compliance Departments.
4. By entering into this Agrement, you represent and warant to us that you are
knowledgeable and have suficient expertise in the products and markets that you are
dealing in and are aware of the risks in trading in the products and markets that you are
dealing in.
5. By entering into this Agrement, you hereby agre and acknowledge that you have read
and understod and have had explained to you the consequences of consenting to being
treated as a Profesional Investor and the right to withdraw from being treated as such
as set out herein and that you hereby consent to being treated as a Profesional Investor.
6. By entering into this Agrement, you hereby agre and acknowledge that we (and any
person acting as the setlement agent for the Hong Kong Public Ofering and/or the
Global Ofering) wil not provide you with any contract notes, statements of acount or
receipts under the Hong Kong Securities and Futures (Contract Notes, Statements of
Acount and Receipts) Rules where such would otherwise be required.
SIGNED by CHEtING Ye Man, Elaine )
for and on behalf of
CMBINTERNATIONAL
CAPITAL LIMITED
{,
Signaltirepnge to Hong Kong Unden4, ritihg Agrement
SIGNED by Jinohao KANG
for and on behalf of
CMB INTERNATIONAL
CAPITAL LIMITED
,
Signalu, ‘e page to Hong Kong Unde, wrt!ing rlg, ‘el”en!
SIGNED by Tat WaiLAtI
for and on behalf of
CMB INTERNATIONAL
CAPITAL LIMITED
Signaturepnge 10 Hong Kong Underwi’ing Agi’enient
SIGNED by CHEtING Ye Man, Elaine
for and on behalf of
CMBINTERNATIONAL
CAPITAL LIMITED
for and on behalf of each of the other
HONG KONG UNDERWRITERS
(as defined herein)
I^I^-^,.
Signature page to Hong Kong Undent, rilhg Agreinent
SIGNED by Jinghao KANG
for and on behalf of
CMBINTERNATIONAL
CAPITAL LIMITED
for and on behalf of each of the other
HONG KONG UNDERWRITERS
(as defined herein)
^grin!Mrepage 10 Hong Kong Undeiwrit^g Agrement
SIGNED by Tat WaiLAIJ
for and on behalf of
CMB INTERNATIONAL
CAPITAL LIMITED
for and on behalf of each of the other
HONG KONG 11NDERWRITERS
(as defined herdn)
SignalMre page to Hong Kong Undei, v,. ing xigi. emeni