REGISTRATION FORM / DELIVERY INSTRUCTIONS Sample Clauses

REGISTRATION FORM / DELIVERY INSTRUCTIONS. TO BE COMPLETED BY ALL SUBSCRIBERS (All sections must be completed in full) (Please use block letters) Name of Placee (in full): Name of beneficial owner (if applicable): Address: Business Registration Certificate No./ Passport No./ Hong Kong I.D. Card No.: [Share certificates will be issued in the name of the Placee set out above.] Specimen signature of registered holder with company chop (if applicable) Delivery instructions : Name of agent : Address : Contact name : Telephone no : Facsimile no : Signature : Authorised Signatory For : Name in capital : Schedule 3 Form of Sub-Placing Letter STRICTLY PRIVATE & CONFIDENTIAL [Date] To : [name of Sub-placing agent] Attn : Fax : Dear Sirs / Madam, Re: VPOWER GROUP INTERNATIONAL HOLDINGS LIMITED (the “Company”) Placing of up to [*] shares of nominal value of HK$[*] each (the “Shares”) in the capital of the Company (the “Placing Shares”) at HK$[*] per Placing Share (the “Placing”) Pursuant to a placing agreement dated [*] (the “Placing Agreement”), the Company has appointed us (the “Placing Agent”) as placing agent to place, on a best effort basis, up to [*] Placing Shares of nominal value of HK$[*] each at the placing price of HK$[*] per Placing Share (the “Placing Price”), payable in full on application together with the SFC transaction levy, Accounting and Financial Reporting Council transaction levy, the Stock Exchange trading fee, the CCASS stock settlement fee and brokerage payable (if any) thereon, subject to the condition precedent (the “Condition”) referred to in the Placing Agreement. We are authorised under the Placing Agreement to appoint one or more sub-placing agents. We have pleasure in offering you a sub-placing participation of [•] Placing Shares (the “Sub-placing Participation”) subject to the terms set out below at the Placing Price, plus the other amounts payable thereon under the Placing, for a sub-placing commission of [•] per cent. of the Placing Price. Unless the context requires otherwise, terms defined in the Placing Agreement shall have the same meanings when used in this letter.
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Related to REGISTRATION FORM / DELIVERY INSTRUCTIONS

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Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to Holder) and related prospectus that the Company than has on file with the Commission (the "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Commission as soon as reasonably practicable after receiving the Registration Notice a new registration statement and related prospectus (a "New Registration Statement") that complies as to form in all material respects with applicable Commission rules providing for the sale by Holder of the Registrable Securities, and agrees (subject to Section 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference.) Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 3.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act"), provided, that except with respect to any Shelf Registration, such period need to extend beyond nine months after the effective date of the Registration Statement; and provided further, that with respect to any Shelf Registration, such period need not extend beyond the time period provided in this Section 3.1(a), and which periods, in any event, shall terminate when all the Exchange Shares covered by such Registration Statement have been sold (but not before the expiration of the time period provided in Section 4(3) of the Act and Rule 174 thereunder, if applicable). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from Holder, include all of Holder's Exchange Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder Registration Rights pursuant to this Section 3, Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

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