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

The Underwriting Contract: Initial Public Offering of American Depositary Shares with Selling Shareholders (Foreign Private Issuer) is a legal template that outlines the agreement between an underwriter and a foreign private issuer for the issuance and sale of American Depositary Shares (ADS) in an initial public offering (IPO).

The template sets out the terms and conditions under which the underwriter agrees to purchase and distribute the ADS to the public, acting as an intermediary between the issuer and potential investors. The underwriter is responsible for facilitating the IPO process, including conducting due diligence, marketing the offering, and pricing the ADS.

The agreement also addresses the role of the selling shareholders, who are typically existing investors or major shareholders in the foreign private issuer, and their commitment to sell a portion of their shares as part of the IPO. The template document outlines the specific terms governing the selling shareholders' participation and the allocation of shares between them and the underwriter.

The template covers various provisions related to the underwriting process, such as the offering price, lock-up agreements, underwriting fees, and responsibilities of both the issuer and the underwriter in terms of regulatory compliance, disclosure requirements, and potential liability.

Furthermore, the template may include additional clauses related to the underwriter's indemnification, representations and warranties by the issuer and selling shareholders, termination provisions, alternative dispute resolution mechanisms, and any other relevant terms necessary to protect the parties' interests during the IPO process.

This legal template is designed to provide a comprehensive framework for drafting an underwriting agreement for a foreign private issuer's IPO involving the issuance and sale of American Depositary Shares, ensuring that all parties involved understand their obligations and rights, and ultimately facilitating a smooth and compliant public offering.