International Underwriting Agreement. Without prejudice to the generality of (or otherwise affecting) any of the provisions of this Clause 3, each of the Hong Kong Underwriters in its capacity as a Hong Kong Underwriter acknowledges that, although the Hong Kong Underwriting Agreement is conditional on (among other things) the International Underwriting Agreement becoming unconditional, and the International Underwriting Agreement contains and is subject to its own conditions (including delivery of certain comfort letters and opinions): (1) the Hong Kong Underwriters have no separate right to invoke any such conditions and
International Underwriting Agreement. In connection with the International Offering, it is expected that our Company, our Controlling Shareholders and Executive Directors will enter into the International Underwriting Agreement with the Sole Sponsor, the Joint Global Coordinators, the International Underwriters and other parties (if any) on terms and conditions that are substantially similar to the Hong Kong Underwriting Agreement as described above and on the additional terms described below. Under the International Underwriting Agreement, subject to the conditions set forth therein, the International Underwriters are expected to severally, but not jointly, agree to procure subscribers and purchasers to subscribe for or purchase, or failing which they shall subscribe for or purchase, the International Offer Shares initially being offered pursuant to the International Offering. It is expected that the International Underwriting Agreement may be terminated on similar grounds as the Hong Kong Underwriting Agreement. Potential investors shall be reminded that in the event that the International Underwriting Agreement is not entered into, the Global Offering will not proceed. The International Underwriting Agreement is conditional on and subject to the Hong Kong Underwriting Agreement having been executed, becoming unconditional and not having been terminated. It is expected that pursuant to the International Underwriting Agreement, our Company and Controlling Shareholders will make similar undertakings as those given pursuant to the Hong Kong Underwriting Agreement as described in the paragraph headed ‘‘Undertakings to the Hong Kong Underwriters’’ above in this section. Our Company is expected to grant to the International Underwriters the Over-allotment Option. PFS or its agent, on behalf of the International Underwriters, can exercise the Over-allotment Option to require our Company to allot and issue up to an aggregate of 37,500,000 additional Shares, representing 15% of the Offer Shares, at the Offer Price per International Offer Share, solely to cover over- allocations, if any, in the International Offering. The Over-allotment Option may be exercised by PFS any time from the Listing Date and until the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering, being Wednesday, 29 June 2016. The purpose of the exercise of the Over-allotment Option is to settle any over-allocations in the International Offering, if any. For further details of the Over-allot...
International Underwriting Agreement. (i) the execution and delivery of the International Underwriting Agreement and the Price Determination Agreement on or around the Price Determination Date; and
International Underwriting Agreement. On May 21, 2021, the International Underwriting Agreement was entered into by, among others, JD Logistics, the Joint Representatives and the International Underwriters. Under the International Underwriting Agreement, the International Underwriters have agreed, subject to certain conditions set out therein, to subscribe for or purchase, or procure subscribers or purchasers to subscribe for or purchase, JD Logistics Shares being offered pursuant to the International Offering at the final offer price of HK$40.36 per JD Logistics Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%). In addition, under the International Underwriting Agreement, JD Logistics has granted to the International Underwriters the Over-allotment Option pursuant to which JD Logistics may be required to allot and issue up to 91,374,100 additional JD Logistics Shares, representing approximately 15% of the JD Logistics Shares initially available under the Global Offering, at the final offer price to cover over-allocations in the International Offering, if any. LISTING DATE Assuming completion of the Global Offering occurs in accordance with the current timetable, (i) JD Logistics is expected to be listed on the Main Board of the Hong Kong Stock Exchange on May 28, 2021 and (ii) JD Logistics Shares are expected to commence dealing on the Main Board of the Hong Kong Stock Exchange at 9:00 a.m. on May 28, 2021. The JD Logistics Shares will be traded in board lots of 100 JD Logistics Shares each and the stock code is 2618.
International Underwriting Agreement. On November 26, 2021, the International Underwriting Agreement was entered into by, among others, Cloud Village, the Joint Global Coordinators and the International Underwriters. Under the International Underwriting Agreement, the International Underwriters have agreed, subject to certain conditions set out therein, to subscribe for or purchase, or procure subscribers or purchasers to subscribe for or purchase, Cloud Village Shares being offered pursuant to the International Offering at the final offer price of HK$205.00 per Cloud Village Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%). In addition, under the International Underwriting Agreement, Cloud Village has granted to the International Underwriters the Over-allotment Option pursuant to which Cloud Village may be required to allot and issue up to 2,400,000 additional Cloud Village Shares, representing approximately 15% of the Cloud Village Shares initially available under the Global Offering, at the final offer price to cover over-allocations in the International Offering, if any. THE COMPANY’S SUBSCRIPTION OF CLOUD VILLAGE SHARES Based on the offer price of HK$205.00 per Cloud Village Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%) and pursuant to the cornerstone investment agreement between, among others, the Company and Cloud Village, the Company subscribed for 7,602,000 Cloud Village Shares in the Global Offering. LISTING DATE Assuming completion of the Global Offering occurs in accordance with the current timetable, (i) Cloud Village is expected to be listed on the Main Board of the Hong Kong Stock Exchange on December 2, 2021 and (ii) Cloud Village Shares are expected to commence dealing on the Main Board of the Hong Kong Stock Exchange at 9:00 a.m. on December 2, 2021. The Cloud Village Shares will be traded in board lots of 50 Cloud Village Shares each and the stock code is 9899.
International Underwriting Agreement. On December 1, 2020, the International Underwriting Agreement was entered into by, among others, JD Health and the International Underwriters. Under the International Underwriting Agreement, the International Underwriters have agreed, subject to certain conditions set out therein, to subscribe for or purchase, or procure subscribers or purchasers to subscribe for or purchase, JD Health Shares being offered pursuant to the International Offering at the final offer price of HK$70.58 per JD Health Shares (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%). In addition, under the International Underwriting Agreement, JD Health has granted to the International Underwriters the Over-allotment Option pursuant to which JD Health may be required to allot and issue up to 57,285,000 additional JD Health Shares, representing approximately 15% of the JD Health Shares initially available under the Global Offering, at the final offer price to cover over-allocations in the International Offering, if any. LISTING DATE Assuming completion of the Global Offering occurs in accordance with the current timetable, (i) JD Health is expected to be listed on the Main Board of the Hong Kong Stock Exchange on December 8, 2020 and (ii) JD Health Shares are expected to commence dealing on the Main Board of the Hong Kong Stock Exchange at 9:00 a.m. on December 8, 2020. The JD Health Shares will be traded in board lots of 50 JD Health Shares each and the stock code is 6618.
International Underwriting Agreement the Power of Attorney and the Custody Agreement hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Shareholder hereunder and under the International Underwriting Agreement, have been obtained; and such Selling Shareholder has full right, power and authority to enter into this Agreement, the International Underwriting Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder and under the International Underwriting Agreement;
International Underwriting Agreement. In connection with the International Offering, it is expected that we will enter into the International Underwriting Agreement with the Joint Global Coordinators, the Joint Bookrunners and the International Underwriters. Under the International Underwriting Agreement, the International Underwriters would, subject to certain conditions set forth therein, severally agree to purchase the International Offer Shares being offered pursuant to the International Offering, or procure purchasers for such International Offer Shares. It is expected that our Company will grant to the International Underwriters the Over-allotment Option, exercisable by the Joint Global Coordinators (on behalf of the International Underwriters) at any time from the date on which trading of the Offer Shares commences on the Hong Kong Stock Exchange until Tuesday, July 29, being the 30th day from the last day for lodging applications under the Hong Kong Public Offering, to require our Company to issue and allot up to an aggregate of 25,000,000 additional Shares, representing approximately 15% of the initial Offer Shares, at the Offer Price, among other things, to cover over-allocations in the International Offering, if any. Potential investors should note that if the International Underwriting Agreement is not entered into, or is terminated, the Global Offering will not proceed.
International Underwriting Agreement. In connection with the International Offering, the Company is expected to enter into the International Underwriting Agreement with the International Underwriters and the Global Coordinator. Under the International Underwriting Agreement, the International Underwriters would, subject to certain conditions set out therein, severally agree to procure purchasers to purchase failing which purchase from us the International Offer Shares being offered pursuant to the International Offering. Under the International Underwriting Agreement, MS China 3 Limited will grant to the International Underwriters the Over-allocation Option, exercisable by the Global Coordinator on behalf of the International Underwriters within 30 days from the last day for the lodging of applications under the Hong Kong Public Offering. If the Over-allocation Option is exercised, MS China 3 Limited will be required to sell up to 43,200,000 Shares, representing 15% of the maximum number of the Offer Shares initially available under the Global Offering. These additional Shares will be sold at the Offer Price and will be solely for the purpose of covering over-allocations in the International Offering, if any. Underwriting Commission The Underwriters will receive a commission of 3.5% of the aggregate Offer Price of all the Offer Shares (including Shares to be sold pursuant to the Over-allocation Option), out of which they will pay any sub-underwriting commission. In addition, we may, at our sole discretion, pay the Global Coordinator an additional incentive fee of 0.5 % on the Offer Price of the total Offer Shares. For unsubscribed Hong Kong Offer Shares reallocated to the International Offering, we will pay an underwriting commission at the rate applicable to the International Offering and such commission will be paid to the relevant International Underwriters. The commission payable to the Underwriters, together with the Stock Exchange listing fees, the Stock Exchange trading fee, the SFC transaction levy, legal and other professional fees, printing and other expenses relating to the Global Offering which are currently estimated to be approximately HK$104 million in aggregate (based on an Offer Price of HK$3.7 per Share, being the mid-point of the indicative range of the Offer Price of between HK$4.1 and HK$3.3 per Share and the assumption that the Over-allocation Option is not exercised) is to be borne by the Company. Underwriters’ interests in the Company
