Common use of Placing Clause in Contracts

Placing. The Placing Agent shall be entitled to conduct and undertake the Placing in such manner as it thinks fit including, without prejudice to the generality of the foregoing, the manner of reporting the transaction to the Stock Exchange and the SFC and the choice of Placees, subject to the requirements of the Listing Rules and other applicable laws and regulations. In particular, the Placing Agent will use its reasonable endeavours to ensure that (i) each Placee is a third party that is independent of and not connected with the Company, any promoter, director, supervisor, chief executive or substantial shareholder of the Company or any of its Subsidiaries, or any of their respective associates (as defined in the Listing Rules) and (ii) the Placing Shares will not be offered or sold in the United States or to U.S. Persons unless the Placing Shares are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Placees purchasing Placing Shares pursuant to the private placement exemptions from registration under the Securities Act shall complete a purchaser’s letter substantially in the form set forth in Schedule 3. The Placing Agent shall promptly provide to the Stock Exchange all information concerning itself and the Placees in accordance with the relevant provisions of the Listing Rules and as the Stock Exchange may reasonably require.