Underwriting Contract: Initial Public Offering of American Depositary Shares without Selling Sharesholders (Foreign Private Issuer)

The Underwriting Contract: Initial Public Offering of American Depositary Shares without Selling Shareholders (Foreign Private Issuer) is a legal template that outlines the terms and conditions agreed upon between a foreign private issuer and the underwriters who will facilitate the initial public offering (IPO) of American Depositary Shares (ADS).

This contract serves as a formal agreement between the issuing company and the underwriters, detailing the roles, responsibilities, and obligations of both parties involved in the IPO process. It specifically addresses the unique scenario where the offering will be made exclusively by the foreign private issuer, without the involvement of any selling shareholders.

The template typically covers various crucial aspects, including the number of ADS to be offered, the pricing and allocation of shares, the underwriters' compensation structure, the conditions for delivery and settlement of the ADS, and the utilizing of any shelf registration statements or prospectuses.

Additionally, the contract may include provisions related to underwriters' discretion in stabilizing the offering price, the handling of any excess demand or oversubscriptions, the indemnification and liability limitations, representations and warranties from both parties, and the resolution of any disputes that may arise during or after the IPO.

Overall, this underwriting contract template ensures a clear understanding between the foreign private issuer and the underwriters regarding their roles, responsibilities, and rights throughout the IPO process without the participation of any selling shareholders. It provides both parties with essential legal protection and serves as a reference point for navigating the complexities of the IPO and the subsequent offering of American Depositary Shares.