Agreement Among International Purchasers

?Agreement Among International Underwriters[Company]Dated [?]Reference is made to the International Offering of International Offer Shares by the Company. In connection with the International Offering, the International Underwriters hereby agree to adopt and be bound by the terms and conditions of the ASIFMA Agreement Among International Underwriters (Hong Kong IPO Version), Version 1.0, [a copy of which is attached hereto]/[which is available at ASIFMA’s website at HYPERLINK "" ] (the “ASIFMA Agreement Among International Underwriters”), as modified by the schedules hereto and any other revisions set forth in this agreement (this “Agreement”).With effect from the date hereof, this Agreement and the ASIFMA Agreement Among International Underwriters will be read and construed as one document. References to the Agreement Among International Underwriters, however expressed, will be read and construed as references to both the ASIFMA Agreement Among International Underwriters as amended by this Agreement and to this Agreement. In case of any inconsistency between the ASIFMA Agreement Among International Underwriters and this Agreement, this Agreement shall prevail.[Signature Page Follows]IN WITNESS WHEREOF, this Agreement has been entered into the day and year first before written.[Acting for itself and [as attorney-in-fact] on behalf of the other several International Underwriter[s]]:[Name[s] of International Underwriter[s]][By: _____________________________Name: Title:][Note: Schedule 1 contains sample wording for the key commercial terms. They represent possible options only and parties should amend and delete them as appropriate.]SCHEDULE 1COMMERCIAL TERMSUnderwriting Commission:[As set forth in the International Underwriting Agreement] [[ ● ]% per International Offer Share][[ ● ]% of the total Offer Price for the International Offer Shares, payable to the International Underwriters in the same proportion as their respective Purchase Obligation or in such other proportion as agreed in writing by the International Underwriters][All commissions payable by the Company to the [Global Coordinator]/[Settlement Manager] or any of the International Underwriters pursuant to the International Underwriting Agreement shall be payable by the Company to the Global Coordinator (for itself and on behalf of the International Underwriters). The Global Coordinator will distribute to the International Underwriters their respective commissions under the International Underwriting Agreement.][If the Global Coordinator exercises its rights to take up any International Offer Shares pursuant to the terms of the International Underwriting Agreement in respect of a defaulting International Underwriter, the International Underwriter which has failed to take up the relevant International Offer Shares shall not be entitled to receive any commission in relation to those Shares, which commission shall instead be paid as directed by the Global Coordinator.][Underwriting Fee, Management Fee and Selling Concession:][The Underwriting Commission payable to the International Underwriters shall consist of an underwriting fee, a management fee and a selling concession, as well as a praecipium to be paid to the Global Coordinator, as separately notified to the International Underwriters by the Global Coordinator.] /[(1)The Underwriting Commission payable to the International Underwriters shall comprise:(a)management fee: [20]% of the Underwriting Commission;(b)underwriting fee: [20]% of the Underwriting Commission; and(c)selling concession: [60]% of the Underwriting Commission;(2)an amount equivalent to [50]% of the aggregate management fee referred to in paragraph (1)(a) above shall be paid to the Global Coordinator by way of praecipium and shall be deducted from the aggregate management fee due to the International Underwriters;(3)the management fee and underwriting fee referred to in paragraphs (1)(a) and (1)(b) above, respectively, shall be payable to the International Underwriters pro rata according to their respective Purchase Obligations after deduction of the praecipium referred to in paragraph (2) above [and after making such other adjustments as are referred to under the sub-heading “Expenses” in this Schedule 1];(4)the selling concession referred to in paragraph (1)(c) above shall be payable to the International Underwriters pro rata according to the number of the International Placing Shares sold by such International Underwriter after deducting any unsold International Offer Shares [and after making such other adjustments as are referred to under the sub-heading “Expenses” in this Schedule 1];(5)In the event any International Offer Shares are reallocated to the Hong Kong Public Offering pursuant to Section 2 (Consultation and Reallocation) of the Agreement Between Syndicates, the Global Coordinator shall be entitled to the Selling Concession for such reallocated Shares.][Incentive Fee:][As set forth in the International Underwriting Agreement] / [Describe incentive fee arrangements, if any]Brokerage:[As set forth in the International Underwriting Agreement] / [[1.0]% per International Offer Share][Describe arrangements with respect to brokerage for International Offer Shares][Interest on Funds:][Specify alternative position to Section 6.3 (Interest on Funds) of this Agreement if considered appropriate e.g., Interest on funds in connection with the International Offering held by the Settlement Manager shall be distributed to the International Underwriters pro-rata based upon their respective Purchase Obligations.] Expenses:[As set forth in the International Underwriting Agreement] / [The Global Coordinator may charge against each International Underwriter any reasonable expenses incurred on its behalf and as its representatives in connection with the purchase and sale of the Shares or preparations therefor. All expenses of a general nature in connection with the International Offering incurred by the Global Coordinator shall be borne by the International Underwriters in the same proportions as the respective [Purchase Obligations][economics] of the International Underwriters. In the event of the failure of any International Underwriter to fulfill its obligations hereunder, the expenses chargeable to such International Underwriter pursuant to this Agreement may be charged against the other International Underwriters in the same proportions without relieving such defaulting International Underwriter from its liability therefor.][The International Underwriters (other than the Global Coordinator) will not be reimbursed for any of their expenses in connection with the Global Offering.][The Global Coordinator shall be entitled to retain for its own account all amounts paid to it in respect of expenses by the Company pursuant to the Hong Kong Underwriting Agreement and/or the International Underwriting Agreement and/or any separate agreement entered into between the Global Coordinator and the Company in relation thereto. Subject to the foregoing, any expenses incurred by an International Underwriter (other than the Global Coordinator) in connection with the Global Offering and not recoverable from the Company in accordance with the provisions of the International Underwriting Agreement shall be borne by that International Underwriter and shall not be recoverable from the Global Coordinator or any other International Underwriter.][Each International Underwriter agrees that its share of the aggregate expenses described above shall be deducted from the Underwriting Commission, Incentive Fee (if any) or Brokerage payable to each such International Underwriter.]Settlement of Fees, Commissions and Brokerage:The Settlement Manager shall settle all payments of fees, commissions and brokerage due to the International Underwriters [not later than [the earlier of three months after the closing of the Global Offering, including the closing of any exercise of the Over-allocation Option (provided that the Settlement Manager has received the relevant funds from the Company), or] thirty days after the receipt of funds by the Settlement Manager from the Company.][Sub-underwriting:][To include sub-underwriting arrangements, including commission and expenses, if sub-underwriting is permitted]Global Coordinator:[Name(s)] shall act as the Global Coordinator.[Where there is more than one global coordinator, any reference in this Agreement to the “Global Coordinator” shall be construed as follows:(1)where any activity is expressed in the International Underwriting Agreement to be exercisable by one or more of the joint global coordinators, as a reference to that/those joint global coordinator(s) in relation to that activity; and(2)in all other cases, as a reference to each of the joint global coordinators and so that any right, discretion or authority shall be carried out by them jointly.]Settlement Manager:[Name] shall act as the Settlement Manager.Stabilizing Manager:[Name] shall act as the Stabilizing Manager.Stabilization Losses:[All liabilities, expenses or losses arising from purchases and sales, through over-allocations or otherwise, and stabilizing activities and transactions under Section 7 (Stabilization) of this Agreement conducted by the Stabilizing Manager shall be for the [respective] account[s] of [the International Underwriters in the same proportions, as nearly as may be practicable, as the respective Purchase Obligations of the International Underwriters, and may be deducted from the commissions payable to the International Underwriters.]Stabilization Profits:[All profits or gains after deduction of all relevant costs and expenses (including, but not limited to, commissions payable to any International Underwriter in relation to any over-allocated Shares and costs and expenses in connection with any open-market purchase of Shares), fees or taxes (including, but not limited to, stamp duty) arising from purchases and sales, through over-allocations or otherwise, and stabilizing activities and transactions under Section 7 (Stabilization) of this Agreement conducted by the Stabilizing Manager shall be for the account of [the Global Coordinator] / [the International Underwriters in the same proportions, as nearly as may be practicable, as the respective Purchase Obligations of the International Underwriters].[Issuance of Derivatives and Structured Products:][Subject to Section 7.5 (No Stabilizing Transactions or Price Maintenance) of this Agreement, each International Underwriter (other than the Global Coordinator) irrevocably represents and undertakes that, without the prior written consent of the Global Coordinator, it will not, and will procure that its affiliates will not, during the period which begins on the commencement of trading of the Shares on the SEHK and ends on the thirtieth day after the latest day for the lodging of applications under the Hong Kong Public Offering, issue or agree to issue, cause or permit to be issued, any option, derivative or structured product in relation to the Shares (including, but not limited to, any warrants and/or equity-linked instruments), where such option, derivative or structured product is listed on the SEHK or any other stock exchange and has the Shares as its underlying asset or security or as one of its underlying assets or securities.][Termination:][Specify an alternative termination date to Section 10.2 (Termination) of this Agreement if considered appropriate]Contractual Acknowledgement of Bail-in:[Not applicable] / [Notwithstanding any other term of this Agreement or any other agreements, arrangements or understanding between the parties, [each Counterparty to the BRRD Party] acknowledges, accepts, and agrees to be bound by:(1)the effect of the exercise of any Write-down and Conversion Powers (“Bail-in Powers”) as defined in any present or future laws, regulations, or requirements of [Member State] (“Bail-in Legislation”) implementing Directive 2014/59/EU by any resolution authority with the ability to exercise any such Bail-in Powers in relation to [the BRRD Party] (a “Relevant Resolution Authority”) in relation to any BRRD Liability (as defined in such Bail-in Legislation) of [BRRD Party] to [Counterparty] under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:(a)the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;(b)the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the [BRRD Party] or another person (and the issue to or conferral on the Counterparty] of such shares, securities or obligations;(c)the cancellation of the BRRD Liability;(d)the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;(2)the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.]Recognition of the U.S. Special Resolution Regimes:[Not applicable] / [(1)In the event that any International Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such International Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.(2)In the event that any International Underwriter that is a Covered Entity or a BHC Act Affiliate of such International Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such International Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.For purposes of the preceding Sections (1) and (2) regarding the Recognition of the U.S. Special Resolution Regime:(a)“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);(b)“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);(c)“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and(d)“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.][Note: Schedule 2 contains certain Terms defined in the attached ASIFMA Agreement Among International Underwriters. Parties should amend it as appropriate.]SCHEDULE 2CERTAIN DEFINED TERMSAgreement Among Hong Kong Underwritershas the meaning given to it in Section 2.1 (Documentation Provided to International Underwriters) of this Agreement;Agreement Among International Underwriters or this Agreementhas the meaning given to it in Section 1.1 (Applicability of Agreement Among International Underwriters) of this Agreement;Agreement Between Syndicateshas the meaning given to it in Section 2.1 (Documentation Provided to International Underwriters) of this Agreement;ASIFMAmeans The Asia Securities Industry and Financial Markets Association LimitedAuthoritymeans any administrative, governmental or regulatory commission, board, body, authority or agency, or any stock exchange, self-regulatory organization 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;Brokeragemeans the brokerage of the Offer Price in respect of the Offer Shares payable by investors in the Global Offering as set forth in Schedule 1 of this Agreement under the sub-heading “Brokerage”;CCASShas the meaning given to it in Section 5.1.3 of this Agreement;Companies Ordinancemeans the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);Companies (Winding Up and Miscellaneous Provisions) Ordinancemeans the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong);Company[means [name of IPO company] / has the meaning given to it in the International Underwriting Agreement];Controlling Shareholders[means [ ● ], [ ● ] and [ ● ] / has the meaning given to it in the International Underwriting Agreement];Dealershas the meaning given to it in Section 3.4 (Allocation and Delivery of Shares) of this Agreement;Disclosure Package[has the meaning given to it in the International Underwriting Agreement / [insert relevant definition from the International Underwriting Agreement]];Exchange Actmeans the United States Securities Exchange Act of 1934;Final Offering Circularmeans the final offering circular dated [ ● ];FINRAmeans the Financial Industry Regulatory Authority, Inc.;Firm Shares[has the meaning given to it in the International Underwriting Agreement/ [insert relevant definition from the International Underwriting Agreement]];Global Coordinatorhas the meaning given to it in Schedule 1 of this Agreement under the sub-heading “Global Coordinator”;Global Offeringmeans the International Offering and the Hong Kong Public Offering;Hong Kongmeans the Hong Kong Special Administrative Region of the PRC;Hong Kong Offer Shares[has the meaning given to it in the International Underwriting Agreement / [insert relevant definition from the International Underwriting Agreement]];Hong Kong Prospectusmeans the prospectus in agreed form, relating to the Hong Kong Public Offering, to be issued by the Company;Hong Kong Public Offering[has the meaning given to it in the International Underwriting Agreement / [insert relevant definition from the International Underwriting Agreement]];Hong Kong Underwriters[means [ ● ], [ ● ] and [ ● ] / has the meaning given to it in the International Underwriting Agreement];Hong Kong Underwriting Agreementmeans the Hong Kong underwriting agreement dated [ ● ] by and among the Company, [the Controlling Shareholders], [the Global Coordinator], and the Hong Kong Underwriters;International Offering[has the meaning given to it in the International Underwriting Agreement / [insert relevant definition from the International Underwriting Agreement]];International Offer Shares[has the meaning given to it in the International Underwriting Agreement / [insert relevant definition from the International Underwriting Agreement]];International Underwritersmeans the international underwriters as set forth in Schedule 3 of this Agreement;International Underwriting Agreementmeans the international underwriting agreement dated [ ● ] by and among the Company, [the Controlling Shareholders], [the Global Coordinator], and the International Underwriters;Listing Rulesmeans The Rules Governing the Listing of Securities on the SEHK and the listing decisions, guidelines and other requirements of the SEHK;Offer Price[has the meaning given to it in the International Underwriting Agreement / [insert relevant definition from the International Underwriting Agreement]];Offer Sharesmeans the International Offer Shares and the Hong Kong Offer Shares;Optional Shares[has the meaning given to it in the International Underwriting Agreement / [insert relevant definition from the International Underwriting Agreement]];Placing Guidelineshas the meaning given to it in Section 3.5 (Prohibited Applications) of this Agreement;PRCmeans the People’s Republic of China, which for the purposes of this Agreement shall not include Hong Kong, Taiwan and the Macau Special Administrative Region of the People’s Republic of China;Preliminary Offering Circularmeans the preliminary offering circular dated [ ● ];Proceedingshas the meaning given to it in Section 12.5 (Governing Law) of this Agreement;Prospectusmeans the prospectus dated [ ● ];Purchase Obligationhas the meaning given to it in Section 3.1 (Agreement to Purchase; Offer and Sale of International Offer Shares) of this Agreement;Reporting Accountants[means [ ● ], [ ● ] and [ ● ] / has the meaning given to it in the International Underwriting Agreement];Rule 144Ameans Rule 144A under the Securities Act;Securities Actmeans the United States Securities Act of 1933;Securities and Futures Ordinancemeans the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);SEHKmeans The Stock Exchange of Hong Kong Limited;Selling Shareholders[means [ ● ], [ ● ] and [ ● ] / has the meaning given to it in the International Underwriting Agreement];Settlement Managerhas the meaning given to it in Schedule 1 of this Agreement under the sub-heading “Settlement Manager”;SFCmeans the Securities and Futures Commission of Hong Kong;Shares[has the meaning given to it in the International Underwriting Agreement / [insert relevant definition from the International Underwriting Agreement]];Stabilizing Managerhas the meaning given to it in Schedule 1 of this Agreement under the sub-heading “Stabilizing Manager”;Trading Feemeans the trading fee at the rate of 0.005% of the Offer Price in respect of the Offer Shares imposed by the SEHK;Transaction Levymeans the transaction levy at the rate of 0.0027% of the Offer Price in respect of the Offer Shares imposed by the SFC;Underwriting Commissionhas the meaning given to it in Schedule 1 of this Agreement under the sub-heading “Underwriting Commission”; andUnited Statesmeans the United States of America, its territories, its possessions and all areas subject to its jurisdiction.[Note: Schedule 3 contains the identities and contact information of the International Underwriters. Parties should fill in the information as appropriate.]SCHEDULE 3THE INTERNATIONAL UNDERWRITERSNameAddress and Fax ................
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