Islands. Each Manager represents, warrants and agrees that the offer to sell the Bonds is private and not intended for the public and, further that each Manager has not made and will not make any invitation to the public or any member of the public in the Cayman Islands to offer or sell the Bonds, and the Bonds may not be offered or sold, directly or indirectly, in the Cayman Islands. SCHEDULE 2 FORM OF CERTIFICATE CONFIRMING NO MATERIAL ADVERSE CHANGE [ON THE LETTERHEAD OF THE ISSUER] To: BOCI Asia Limited 20/F Bank of China Tower 0 Xxxxxx Xxxx Hong Kong Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom The Hongkong and Shanghai Banking Corporation Limited Level 00, XXXX Xxxx Building 0 Xxxxx'x Xxxx Xxxxxxx Xxxx Xxxx Standard Chartered Bank Xxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Société Générale 34/F Three Pacific Place 0 Xxxxx’x Xxxx Xxxx Xxxx Xxxx DBS Bank Ltd. 10/F The Center 00 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Bank of China (Hong Kong) Limited 8th Floor, Bank of China Tower Central, Hong Kong (together, the “Managers”) Dear Sirs [●] 2019 SUBSCRIPTION AGREEMENT RELATING TO SUBSCRIPTION OF US$500,000,000 3.000 PER CENT. BONDS DUE 2024 Pursuant to the Subscription Agreement dated 11 July 2019 (the “Agreement”) made between (1) China Mengniu Dairy Company Limited (the “Issuer”) and (2) yourselves as the Managers, I hereby confirm, on behalf of the Issuer, that as at today’s date (i) the representations and warranties of the Issuer set forth in the Agreement are true, accurate and correct at, and as if made on, today’s date; and (ii) the Issuer has performed all of its obligations under the Agreement to be performed on or before today’s date; and (iii) there has been no change (nor any development or event involving a prospective change) which is materially adverse to the condition (financial or other), prospects, results of operations or general affairs of the Issuer (as an operating standalone entity) or of the Consolidated Group (as defined in the Agreement) from that set out in the Offering Circular (as described in the Agreement). Yours faithfully For and on behalf of CHINA MENGNIU DAIRY COMPANY LIMITED [Name] Director/[Title of authorised officer] SCHEDULE 3 MANAGERS’ UNDERWRITING COMMITMENTS FOR THE BONDS Managers Principal Amount of Bonds to be Subscribed BOCI Asia Limited US$110,000,000 Citigroup Global Markets Limited US$110,000,000 The Hongkong and Shanghai Banking Corporation Limited US$110,000,000 Standard Chartered Bank US$110,000,000 Société Générale US$20,000,000 DBS Bank Ltd. US$20,000,000 Bank of China (Hong Kong) Limited US$20,000,000 Total US$500,000,000 SCHEDULE 4 FORM OF OFFICER’S CERTIFICATE [ON THE LETTERHEAD OF THE ISSUER] To: BOCI Asia Limited 20/F Bank of China Tower 0 Xxxxxx Xxxx Hong Kong Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom The Hongkong and Shanghai Banking Corporation Limited Level 00, XXXX Xxxx Building 0 Xxxxx'x Xxxx Xxxxxxx Xxxx Xxxx Standard Chartered Bank Xxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Société Générale 34/F Three Pacific Place 0 Xxxxx’x Xxxx Xxxx Xxxx Xxxx DBS Bank Ltd. 10/F The Center 00 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Bank of China (Hong Kong) Limited 8th Floor, Bank of China Tower Central, Hong Kong (together, the “Managers”) Dear Sirs [●] 2019 SUBSCRIPTION AGREEMENT RELATING TO SUBSCRIPTION OF US$500,000,000 3.000 PER CENT. BONDS DUE 2024 Pursuant to the Subscription Agreement dated 11 July 2019 (the “Agreement”) made between (1) China Mengniu Dairy Company Limited (the “Issuer”) and (2) yourselves as the Managers, I, Xxxx Xxx Xxxxxx, Xxxxx, being the Financial Controller of the Issuer who is familiar with the accounting, operations, records systems and internal controls of the Issuer, hereby certify on behalf of the Issuer that the data circled in (i) the Preliminary Offering Circular dated 8 July 2019, and (ii) the Final Offering Circular dated 11 July 2019 appended to this certificate are derived from, or calculated on the basis of information derived from, the business records of the Issuer, and each of the circled data was, as of the respective dates of each of the Preliminary Offering Circular and the Final Offering Circular and to the best of my knowledge, true and accurate as of the date hereof. In addition, I confirm on behalf of the Issuer that the unaudited consolidated management accounts of the Issuer and its consolidated subsidiaries for the five months ended 31 May 2019 showed no material adverse change in total non-current assets as compared with 31 December 2018 and no material adverse change in gross profit, profit before tax or profit for the period as compared with the five months ended 31 May 2018. Yours faithfully For and on behalf of CHINA MENGNIU DAIRY COMPANY LIMITED
Appears in 1 contract
Samples: www.mengniuir.com
Islands. Each Manager represents, warrants and agrees that the No offer to sell of the Bonds is private and not intended for the public and, further that each Manager has not will be made and will not make any invitation directly or indirectly to the public or any member of the public in the Cayman Islands to offer or sell the Bonds, and the Bonds may not be offered or sold, directly or indirectly, in the Cayman Islands. SCHEDULE 2 3 FORM OF CERTIFICATE CONFIRMING NO MATERIAL ADVERSE CHANGE [ON THE LETTERHEAD OF THE ISSUER] To: BOCI Asia Limited ASIA LIMITED 20/F Bank of China Tower 0 Xxxxxx Xxxx Hong Kong Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom The Hongkong and Shanghai Banking Corporation Limited Level 00, XXXX Xxxx Building 0 Xxxxx'x Xxxx Xxxxxxx Xxxx Xxxx Standard Chartered Bank GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED 00/X, Xxx Xxxxx, Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Société Générale 34/F Three Pacific Place 0 Xxxxx’x Xxxx Xxxx Xxxx Xxxx DBS Bank Ltd. 10/F The Center 00 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Bank of China (Hong Kong) Limited 8th Floor, Bank of China Tower Central, Xxxxx 181 Queen’s Road Central Hong Kong (together, the “Managers”) [CLOSING DATE] Dear Sirs [●] 2019 SUBSCRIPTION AGREEMENT RELATING TO SUBSCRIPTION OF US$500,000,000 3.000 100,000,000 1.50 PER CENT. EXCHANGEABLE BONDS DUE 2024 2023 Pursuant to the Subscription Agreement dated 11 July 2019 17 June 2020 (the “Agreement”) made between (1) China Mengniu Dairy Company Limited (the “Issuer”) ), and (2) yourselves as the Managers, I hereby confirm, on behalf of the Issuer, that as at today’s date (i) the representations and warranties of the Issuer set forth in the Agreement are true, accurate and correct at, and as if made on, today’s date; and (ii) the Issuer has performed all of its obligations under the Agreement to be performed on or before today’s date; and (iii) there has been no change (nor any development or event involving a prospective change) which is materially adverse to the condition (financial or other), prospects, results of operations or general affairs of the Issuer (as an operating standalone entity) or of the Consolidated Group (as defined in the Agreement) from that set out in the Offering Circular (as described in the Agreement). Yours faithfully For and on behalf of CHINA MENGNIU DAIRY COMPANY LIMITED [Name] Director/[Title of authorised officer] SCHEDULE 3 4 FORM OF CERTIFICATE CONFIRMING NO DEFAULT To: [ON THE LETTERHEAD OF THE ISSUER] BOCI ASIA LIMITED 20/F Bank of China Tower 0 Xxxxxx Xxxx Xxxxxxx Xxxx Xxxx GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED 00/X, Xxx Xxxxx, Xxxxx Xxxxxxxxxx Xxxxx 181 Queen’s Road Central Hong Kong [CLOSING DATE] Dear Sirs SUBSCRIPTION AGREEMENT RELATING TO SUBSCRIPTION OF US$100,000,000 1.50 PER CENT. EXCHANGEABLE BONDS DUE 2023 Pursuant to the Subscription Agreement dated 17 June 2020 (the “Agreement”) made between China Mengniu Dairy Company Limited (the “Issuer”) and yourselves as Managers, I hereby confirm, on behalf of the Issuer, that as at today’s date, neither the Issuer nor any of its subsidiaries is in breach of or in default (nor has any event occurred which, with the giving of notice and/or the passage of time and/or the fulfilment of any other requirement would result in a default by the Issuer or any of their respective subsidiaries) under the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or to which their respective properties are bound, except for any such breach/default or potential breach/default that would not, individually or in aggregate, have a Material Adverse Effect. Unless the context otherwise requires, terms defined in the Agreement shall have the same meanings in this certificate. Yours faithfully For and on behalf of CHINA MENGNIU DAIRY COMPANY LIMITED [Name] Director/[Title of authorised officer] SCHEDULE 5 MANAGERS’ UNDERWRITING COMMITMENTS FOR THE BONDS Managers Principal Amount of Bonds to be Subscribed BOCI Asia Limited US$110,000,000 Citigroup Global Markets Limited US$110,000,000 The Hongkong and Shanghai Banking Corporation Limited US$110,000,000 Standard Chartered Bank US$110,000,000 Société Générale US$20,000,000 DBS Bank Ltd. US$20,000,000 Bank of China 90,000,000 Guotai Junan Securities (Hong Kong) Limited US$20,000,000 Total US$500,000,000 SCHEDULE 4 FORM OF OFFICER’S CERTIFICATE [ON THE LETTERHEAD OF THE ISSUER] To: BOCI Asia Limited 20/F Bank of China Tower 0 Xxxxxx Xxxx Hong Kong Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom The Hongkong and Shanghai Banking Corporation Limited Level 00, XXXX Xxxx Building 0 Xxxxx'x Xxxx Xxxxxxx Xxxx Xxxx Standard Chartered Bank Xxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Société Générale 34/F Three Pacific Place 0 Xxxxx’x Xxxx Xxxx Xxxx Xxxx DBS Bank Ltd. 10/F The Center 00 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Bank of China (Hong Kong) Limited 8th Floor, Bank of China Tower Central, Hong Kong (together, the “Managers”) Dear Sirs [●] 2019 SUBSCRIPTION AGREEMENT RELATING TO SUBSCRIPTION OF US$500,000,000 3.000 PER CENT. BONDS DUE 2024 Pursuant to the Subscription Agreement dated 11 July 2019 (the “Agreement”) made between (1) China Mengniu Dairy Company Limited (the “Issuer”) and (2) yourselves as the Managers, I, Xxxx Xxx Xxxxxx, Xxxxx, being the Financial Controller of the Issuer who is familiar with the accounting, operations, records systems and internal controls of the Issuer, hereby certify on behalf of the Issuer that the data circled in (i) the Preliminary Offering Circular dated 8 July 2019, and (ii) the Final Offering Circular dated 11 July 2019 appended to this certificate are derived from, or calculated on the basis of information derived from, the business records of the Issuer, and each of the circled data was, as of the respective dates of each of the Preliminary Offering Circular and the Final Offering Circular and to the best of my knowledge, true and accurate as of the date hereof. In addition, I confirm on behalf of the Issuer that the unaudited consolidated management accounts of the Issuer and its consolidated subsidiaries for the five months ended 31 May 2019 showed no material adverse change in total non-current assets as compared with 31 December 2018 and no material adverse change in gross profit, profit before tax or profit for the period as compared with the five months ended 31 May 2018. Yours faithfully For and on behalf of CHINA MENGNIU DAIRY COMPANY LIMITED10,000,000
Appears in 1 contract
Samples: www.mengniuir.com
Islands. Each Manager represents, warrants and agrees that the offer No invitation whether directly or indirectly may be made to sell the Bonds is private and not intended for the public and, further that each Manager has not made and will not make any invitation to the public or any member of the public in the Cayman Islands to offer or sell the Bonds, and subscribe for the Bonds may not be offered or sold, directly or indirectly, in unless the Issuer is listed on The Cayman IslandsIslands Stock Exchange. SCHEDULE 2 FORM OF CERTIFICATE CONFIRMING NO MATERIAL ADVERSE CHANGE [ON THE LETTERHEAD OF THE ISSUER] To: BOCI Asia Limited 20/F Deutsche Bank of China Tower AG, Hong Kong Branch Xxxxx 00, Xxxxxxxxxxxxx Xxxxxxxx Xxxxxx 0 Xxxxxx Xxxx Hong Kong Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom The Hongkong and Shanghai Banking Corporation Limited Level Xxxx, Xxxxxxx Xxxx Xxxx X.X. Xxxxxx Securities plc 00 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx with a copy to: X.X. Xxxxxx Securities plc c/- 00, XXXX Xxxx Building /X Xxxxxx Xxxxx 0 Xxxxx'x Xxxxxxxxx Xxxx Xxxxxxx Xxxx Xxxx Standard Chartered Bank Xxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Société Générale 34/F Three Pacific Place 0 Xxxxx’x Xxxx Xxxx Xxxx Xxxx DBS Bank Ltd. 10/F The Center 00 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Bank of China (Hong Kongas the Managers) Limited 8th Floor, Bank of China Tower Central, Hong Kong (together, the “Managers”) [Date] Dear Sirs [●] 2019 SUBSCRIPTION AGREEMENT RELATING TO SUBSCRIPTION OF US$500,000,000 3.000 PER CENT. 95,000,000 ZERO COUPON CONVERTIBLE BONDS DUE 2024 2018 Pursuant to the Subscription Agreement dated 11 July 2019 4 June 2014 (the “Agreement”) made between inter alios, (1) China Mengniu Dairy Company Limited Semiconductor Manufacturing International Corporation (the “Issuer”) and (2) yourselves as the Managers, I hereby confirm, on behalf of the Issuer, that as at today’s date (i) the representations and warranties of the Issuer set forth in the Agreement are true, accurate and correct in all material respects at, and as if made on, today’s date; and (ii) the Issuer has performed all of its obligations under the Agreement to be performed on or before today’s date; date and (iii) there has been no material adverse change (nor any development or event involving a prospective change) which is materially material adverse to change in the condition (assets and liabilities, financial or other)position and performance, prospects, results of operations or general affairs profits and losses and prospects of the Issuer (as an operating standalone entity) or the Group since the audited consolidated financial statements of the Consolidated Group (as defined in the Agreement) from that set out in the Offering Circular (as described in the Agreement)dated 31 December 2013. Yours faithfully For and on behalf of CHINA MENGNIU DAIRY COMPANY LIMITED SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION [Name] Director/[Title of authorised officer] SCHEDULE 3 MANAGERS’ UNDERWRITING COMMITMENTS FOR THE FURTHER BONDS Managers Principal Amount of Bonds to be Subscribed BOCI Asia Limited US$110,000,000 Citigroup Global Markets Limited US$110,000,000 The Hongkong and Shanghai Banking Corporation Limited US$110,000,000 Standard Chartered X.X. Xxxxxx Securities plc US$ 52,300,000 Deutsche Bank US$110,000,000 Société Générale US$20,000,000 DBS Bank Ltd. US$20,000,000 Bank of China (Hong Kong) Limited US$20,000,000 Total US$500,000,000 SCHEDULE 4 FORM OF OFFICER’S CERTIFICATE [ON THE LETTERHEAD OF THE ISSUER] To: BOCI Asia Limited 20/F Bank of China Tower 0 Xxxxxx Xxxx Hong Kong Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom The Hongkong and Shanghai Banking Corporation Limited Level 00, XXXX Xxxx Building 0 Xxxxx'x Xxxx Xxxxxxx Xxxx Xxxx Standard Chartered Bank Xxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Société Générale 34/F Three Pacific Place 0 Xxxxx’x Xxxx Xxxx Xxxx Xxxx DBS Bank Ltd. 10/F The Center 00 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Bank of China (Hong Kong) Limited 8th Floor, Bank of China Tower CentralAG, Hong Kong (together, the “Managers”) Dear Sirs [●] 2019 SUBSCRIPTION AGREEMENT RELATING TO SUBSCRIPTION OF US$500,000,000 3.000 PER CENT. BONDS DUE 2024 Pursuant to the Subscription Agreement dated 11 July 2019 (the “Agreement”) made between (1) China Mengniu Dairy Company Limited (the “Issuer”) and (2) yourselves as the Managers, I, Xxxx Xxx Xxxxxx, Xxxxx, being the Financial Controller of the Issuer who is familiar with the accounting, operations, records systems and internal controls of the Issuer, hereby certify on behalf of the Issuer that the data circled in (i) the Preliminary Offering Circular dated 8 July 2019, and (ii) the Final Offering Circular dated 11 July 2019 appended to this certificate are derived from, or calculated on the basis of information derived from, the business records of the Issuer, and each of the circled data was, as of the respective dates of each of the Preliminary Offering Circular and the Final Offering Circular and to the best of my knowledge, true and accurate as of the date hereof. In addition, I confirm on behalf of the Issuer that the unaudited consolidated management accounts of the Issuer and its consolidated subsidiaries for the five months ended 31 May 2019 showed no material adverse change in total non-current assets as compared with 31 December 2018 and no material adverse change in gross profit, profit before tax or profit for the period as compared with the five months ended 31 May 2018. Yours faithfully For and on behalf of CHINA MENGNIU DAIRY COMPANY LIMITEDBranch US$ 42,700,000
Appears in 1 contract
Samples: Subscription Agreement (Semiconductor Manufacturing International Corp)
Islands. Each Manager represents, warrants and agrees that the offer No invitation whether directly or indirectly may be made to sell the Bonds is private and not intended for the public and, further that each Manager has not made and will not make any invitation to the public or any member of the public in the Cayman Islands to offer or sell the Bonds, and subscribe for the Bonds may not be offered or sold, directly or indirectly, in unless the Issuer is listed on The Cayman IslandsIslands Stock Exchange. SCHEDULE 2 FORM OF CERTIFICATE CONFIRMING NO MATERIAL ADVERSE CHANGE [ON THE LETTERHEAD OF THE ISSUER] To: BOCI Asia Limited 20Deutsche Bank AG, Singapore Branch Xxx Xxxxxxx Xxxx #00-00 Xxxxx Xxxxx Xxxxxxxxx 000000 X.X. Xxxxxx Securities plc 00 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx with a copy to: X.X. Xxxxxx Securities plc c/- 00/F Bank of China Tower X Xxxxxx Xxxxx 0 Xxxxxx Xxxx Hong Kong Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom The Hongkong and Shanghai Banking Corporation Limited Level 00, XXXX Xxxx Building 0 Xxxxx'x Xxxxxxxxx Xxxx Xxxxxxx Xxxx Xxxx Standard Chartered Bank Xxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Société Générale 34/F Three Pacific Place 0 Xxxxx’x Xxxx Xxxx Xxxx Xxxx DBS Bank Ltd. 10/F The Center 00 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Bank of China (Hong Kongas the Managers) Limited 8th Floor, Bank of China Tower Central, Hong Kong (together, the “Managers”) 7 October 2014 Dear Sirs [●] 2019 SUBSCRIPTION AGREEMENT RELATING TO SUBSCRIPTION OF US$500,000,000 3.000 4.125 PER CENT. BONDS DUE 2024 2019 Pursuant to the Subscription Agreement dated 11 July 2019 25 September 2014 (the “Agreement”) made between inter alios, (1) China Mengniu Dairy Company Limited Semiconductor Manufacturing International Corporation (the “Issuer”) and (2) yourselves as the Managers, I hereby confirm, on behalf of the Issuer, that as at today’s date (i) the representations and warranties of the Issuer set forth in the Agreement are true, accurate and correct in all material respects at, and as if made on, today’s date; and (ii) the Issuer has performed all of its obligations under the Agreement to be performed on or before today’s date; date and (iii) there has been no material adverse change (nor any development or event involving a prospective change) which is materially material adverse to change in the condition (assets and liabilities, financial or other)position and performance, prospects, results of operations or general affairs profits and losses and prospects of the Issuer (as an operating standalone entity) or the Group since the audited consolidated financial statements of the Consolidated Group (as defined in the Agreement) from that set out in the Offering Circular (as described in the Agreement)dated 30 June 2014. Yours faithfully For and on behalf of CHINA MENGNIU DAIRY COMPANY LIMITED [Name] Director/[Title of authorised officer] SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION Xxxxxxxx Xxx Chief Financial Officer SCHEDULE 3 MANAGERS’ UNDERWRITING COMMITMENTS FOR THE BONDS Managers Principal Amount of Bonds to be Subscribed BOCI Asia Limited US$110,000,000 Citigroup Global Markets Limited US$110,000,000 The Hongkong and Shanghai Banking Corporation Limited US$110,000,000 Standard Chartered Deutsche Bank US$110,000,000 Société Générale US$20,000,000 DBS Bank Ltd. US$20,000,000 Bank of China (Hong Kong) Limited US$20,000,000 Total US$500,000,000 AG, Singapore Branch US$ 275,000,000 X.X. Xxxxxx Securities plc US$ 225,000,000 SCHEDULE 4 TERM SHEET Semiconductor Manufacturing International Corporation U.S.$500,000,000 4.125 per cent. Notes due 2019 September 25, 2014 Issuer: Semiconductor Manufacturing International Corporation Issue Rating (expected): BBB- (S&P) Type: Fixed Rate Bonds Market: Rule 144A and Regulation S Currency: U.S. Dollars Issue Size: U.S.$500,000,000 Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof Tenor: 5 years Settlement Date: October 7, 2014 Maturity Date: October 7, 2019 Issue Price: 98.963 per cent. Interest Rate: 4.125 per cent. per annum (payable semi-annually) Interest Payment Dates: April 7 and October 7 of each year Benchmark: UST 5yr Benchmark Yield: 1.758 per cent. Re-offer Yield 4.358 per cent. Re-offer UST Spread: UST + 260 basis points Day Count Fraction: 30/360 Listing: SGX-ST Law: English law CUSIP: 81663N AA5 (Rule 144A) G8020E AB7 (Regulation S) ISIN: US81663NAA54 (Rule 144A) USG8020EAB77 (Regulation S) Common Code: 111618801 (Rule 144A) 111618810 (Regulation S) Form of the Bonds: Registered Global Certificates Joint Lead Managers: Deutsche Bank AG, Singapore Branch X.X. Xxxxxx Securities plc The Issuer has prepared a preliminary offering circular dated September 17, 2014 (the “Preliminary Offering Circular”) to which this information relates. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Circular. The information in this term sheet supplements the Preliminary Offering Circular and supersedes the information therein to the extent there are any inconsistencies. Before you invest in the Bonds, you should read the Preliminary Offering Circular for more information concerning the Issuer and the Bonds. Terms not defined herein shall have the meanings ascribed to them in the Preliminary Offering Circular. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY NOTES BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFERING OR SOLICITATION. THE BONDS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD WITHIN THE UNITED STATES ONLY TO “QUALIFIED INSTITUTIONAL BUYERS” IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, AND OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT A SELLER OF ANY BOND WITHIN THE UNITED STATES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THERE WILL BE NO PUBLIC OFFER IN THE UNITED STATES. The distribution of this pricing term sheet in certain jurisdictions may be restricted by law and therefore persons into whose possession this pricing notification comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions could result in a violation of the laws of such jurisdiction. In addition, this pricing term sheet may only be distributed in the United States to persons reasonably believed to be Qualified Institutional Buyers. Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. SCHEDULE 5 FORM OF OFFICER’S CFO CERTIFICATE [ON THE LETTERHEAD OF THE ISSUER] ToDeutsche Bank AG, Singapore Branch Xxx Xxxxxxx Xxxx #00-00 Xxxxx Xxxxx Xxxxxxxxx 000000 X.X. Xxxxxx Securities plc 00 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx with a copy to: BOCI Asia Limited 20X.X. Xxxxxx Securities plc c/- 00/F Bank of China Tower X Xxxxxx Xxxxx 0 Xxxxxx Xxxx Hong Kong Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom The Hongkong and Shanghai Banking Corporation Limited Level 00, XXXX Xxxx Building 0 Xxxxx'x Xxxxxxxxx Xxxx Xxxxxxx Xxxx Xxxx Standard Chartered Bank Xxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Société Générale 34/F Three Pacific Place 0 Xxxxx’x Xxxx Xxxx Xxxx Xxxx DBS Bank Ltd. 10/F The Center 00 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Bank (as the Managers) 25 September 2014 Dear Sirs, Re: Offering of China US$500,000,000 4.125 per cent. Bonds due 2019 (Hong Kong) Limited 8th Floor, Bank of China Tower Central, Hong Kong (together, the “ManagersBonds”) Dear Sirs [●] 2019 SUBSCRIPTION AGREEMENT RELATING TO SUBSCRIPTION OF US$500,000,000 3.000 PER CENT. BONDS DUE 2024 Pursuant by Semiconductor Manufacturing International Corporation ( the “Issuer”) We refer to the Subscription Agreement dated 11 July 2019 25 September 2014 between and the Issuer and yourselves as Managers (the “Subscription Agreement”) made between in connection with the preliminary offering circular dated 17 September 2014 and final offering circular dated 25 September 2014 (1) China Mengniu Dairy Company Limited collectively, the “Offering Circular”), relating to the Bonds offered outside the United States in reliance upon Regulation S of the United States Securities Act of 1933, as amended (the “IssuerSecurities Act”) and in the United states in reliance upon Rule 144A under the Securities Act (2) yourselves as the Managers“Offering”). Expressions, Iwhich are given defined meanings in the Subscription Agreement, Xxxx Xxx Xxxxxx, Xxxxx, being have the Financial Controller of the Issuer who is familiar with the accounting, operations, records systems and internal controls of the Issuer, hereby certify on behalf of the Issuer that the data circled in (i) the Preliminary Offering Circular dated 8 July 2019, and (ii) the Final Offering Circular dated 11 July 2019 appended to this certificate are derived from, or calculated on the basis of information derived from, the business records of the Issuer, and each of the circled data was, as of the respective dates of each of the Preliminary Offering Circular and the Final Offering Circular and to the best of my knowledge, true and accurate as of the date hereof. In addition, I confirm on behalf of the Issuer that the unaudited consolidated management accounts of the Issuer and its consolidated subsidiaries for the five months ended 31 May 2019 showed no material adverse change in total non-current assets as compared with 31 December 2018 and no material adverse change in gross profit, profit before tax or profit for the period as compared with the five months ended 31 May 2018. Yours faithfully For and on behalf of CHINA MENGNIU DAIRY COMPANY LIMITEDsame meanings herein.
Appears in 1 contract
Samples: Subscription Agreement (Semiconductor Manufacturing International Corp)
Islands. Each Manager represents, warrants and agrees that the No offer to sell of the Bonds is private and not intended for the public and, further that each Manager has not will be made and will not make any invitation directly or indirectly to the public or any member of the public in the Cayman Islands to offer or sell the Bonds, and the Bonds may not be offered or sold, directly or indirectly, in the Cayman Islands. SCHEDULE 2 3 FORM OF CERTIFICATE CONFIRMING NO MATERIAL ADVERSE CHANGE [ON THE LETTERHEAD OF THE ISSUER] To: BOCI Asia Limited ASIA LIMITED 20/F Bank of China Tower 0 Xxxxxx Xxxx Hong Kong Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom The Hongkong and Shanghai Banking Corporation Limited Level 00, XXXX Xxxx Building 0 Xxxxx'x Xxxx Xxxxxxx Xxxx Xxxx Standard Chartered Bank Xxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Société Générale 34/F Three Pacific Place 0 Xxxxx’x Xxxx Xxxx Xxxx Xxxx DBS Bank Ltd. 10/F The Center 00 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Bank of China (Hong Kong) Limited 8th Floor, Bank of China Tower Central, Hong Kong (together, the “Managers”) [CLOSING DATE] Dear Sirs PLACING AGENCY AGREEMENT RELATING TO PLACEMENT OF HK$[●] 2019 SUBSCRIPTION AGREEMENT RELATING TO SUBSCRIPTION OF US$500,000,000 3.000 [●] PER CENT. CONVERTIBLE BONDS DUE 2024 2026 Pursuant to the Subscription Placing Agency Agreement dated 11 July 2019 24 January 2021 (the “Agreement”) made between (1) China Mengniu Dairy Company Limited (the “Issuer”) ), and (2) yourselves yourself as the ManagersPlacing Agent, I hereby confirm, on behalf of the Issuer, that as at today’s date (i) the representations and warranties of the Issuer set forth in the Agreement are true, accurate and correct at, and as if made on, today’s date; and (ii) the Issuer has performed all of its obligations under the Agreement to be performed on or before today’s date; and (iii) there has been no change (nor any development or event involving a prospective change) which is materially adverse to the condition (financial or other), prospects, results of operations or general affairs of the Issuer (as an operating standalone entity) or of the Consolidated Group (as defined in the Agreement) from that set out in the Offering Circular (as described in the Agreement). Yours faithfully For and on behalf of CHINA MENGNIU DAIRY COMPANY LIMITED [Name] Director/[Title of authorised officer] SCHEDULE 3 MANAGERS’ UNDERWRITING COMMITMENTS FOR THE BONDS Managers Principal Amount of Bonds to be Subscribed BOCI Asia Limited US$110,000,000 Citigroup Global Markets Limited US$110,000,000 The Hongkong and Shanghai Banking Corporation Limited US$110,000,000 Standard Chartered Bank US$110,000,000 Société Générale US$20,000,000 DBS Bank Ltd. US$20,000,000 Bank of China (Hong Kong) Limited US$20,000,000 Total US$500,000,000 SCHEDULE 4 FORM OF OFFICER’S CERTIFICATE CONFIRMING NO DEFAULT To: [ON THE LETTERHEAD OF THE ISSUER] To: BOCI Asia Limited ASIA LIMITED 20/F Bank of China Tower 0 Xxxxxx Xxxx Hong Kong Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom The Hongkong and Shanghai Banking Corporation Limited Level 00, XXXX Xxxx Building 0 Xxxxx'x Xxxx Xxxxxxx Xxxx Xxxx Standard Chartered Bank Xxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Société Générale 34/F Three Pacific Place 0 Xxxxx’x Xxxx Xxxx Xxxx Xxxx DBS Bank Ltd. 10/F The Center 00 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Bank of China (Hong Kong) Limited 8th Floor, Bank of China Tower Central, Hong Kong (together, the “Managers”) [CLOSING DATE] Dear Sirs PLACING AGENCY AGREEMENT RELATING TO PLACEMENT OF HK$[●] 2019 SUBSCRIPTION AGREEMENT RELATING TO SUBSCRIPTION OF US$500,000,000 3.000 [●] PER CENT. CONVERTIBLE BONDS DUE 2024 2026 Pursuant to the Subscription Placing Agency Agreement dated 11 July 2019 24 January 2021 (the “Agreement”) made between (1) China Mengniu Dairy Company Limited (the “Issuer”) and (2) yourselves yourself as the ManagersPlacing Agent, II hereby confirm, Xxxx Xxx Xxxxxx, Xxxxx, being the Financial Controller of the Issuer who is familiar with the accounting, operations, records systems and internal controls on behalf of the Issuer, hereby certify on behalf of that as at today’s date, neither the Issuer that nor any of its subsidiaries is in breach of or in default (nor has any event occurred which, with the data circled giving of notice and/or the passage of time and/or the fulfilment of any other requirement would result in (i) the Preliminary Offering Circular dated 8 July 2019, and (ii) the Final Offering Circular dated 11 July 2019 appended to this certificate are derived from, or calculated on the basis of information derived from, the business records of the Issuer, and each of the circled data was, as of the respective dates of each of the Preliminary Offering Circular and the Final Offering Circular and to the best of my knowledge, true and accurate as of the date hereof. In addition, I confirm on behalf of a default by the Issuer or any of their respective subsidiaries) under the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or to which their respective properties are bound, except for any such breach/default or potential breach/default that would not, individually or in aggregate, have a Material Adverse Effect. Unless the unaudited consolidated management accounts of context otherwise requires, terms defined in the Issuer and its consolidated subsidiaries for Agreement shall have the five months ended 31 May 2019 showed no material adverse change same meanings in total non-current assets as compared with 31 December 2018 and no material adverse change in gross profit, profit before tax or profit for the period as compared with the five months ended 31 May 2018this certificate. Yours faithfully For and on behalf of CHINA MENGNIU DAIRY COMPANY LIMITEDLIMITED [Name]
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Samples: Agency Agreement
