Underwriting Contract: Initial Public Offering of American Depositary Shares with Only Selling Sharesholders (Foreign Private Issuer)

The Underwriting Contract: Initial Public Offering of American Depositary Shares with Only Selling Shareholders (Foreign Private Issuer) outlines a legal agreement between a company seeking to go public and a group of underwriters. This template specifically relates to a foreign private issuer planning to offer American Depositary Shares (ADS) to the public.

The contract encompasses the terms and conditions under which the underwriters will assist the foreign private issuer in the IPO process, facilitating the sale of ADS to potential investors. The focus of this agreement is on shares being sold solely by existing shareholders, known as selling shareholders.

The template will cover various essential aspects of the IPO, such as the procedures for share pricing, the allotment of shares to underwriters, and the underwriters' responsibilities concerning advertising and marketing efforts. It may also include provisions related to the underwriters' compensation, indemnification clauses, and offering termination terms.

As an important legal document, the Underwriting Contract provides clarity and protection for both parties involved in the IPO. It sets out the obligations and responsibilities of the underwriters, ensures compliance with securities regulations, and establishes a framework for effective communication and collaboration throughout the IPO process.

It is crucial for all relevant parties, including lawyers, underwriters, and the foreign private issuer, to carefully review and tailor this template to ensure it meets their specific requirements and complies with applicable laws and regulations.