09/08/2021 | Press release | Distributed by Public on 09/08/2021 15:13
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Cayman Islands
(State or other jurisdiction of
incorporation or organization)
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Not Applicable
(I.R.S. Employer
Identification Number)
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Yanjun Wang, Esq.
Sea Limited
1 Fusionopolis Place, #17-10, Galaxis
Singapore 138522
+65 6270-8100
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Dwight S. Yoo, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001, United States of America
+1 212 735 3000
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Title of each class of securities
to be registered(1)
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Amount to be
registered(2)
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Proposed maximum
aggregate price per
unit(2)
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Proposed maximum
aggregate offering
price(2)
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Amount of
registration fee(2)
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Class A ordinary shares, par value US$0.0005 per share(3)
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Preference shares
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Debt securities
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Guarantees
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Warrants
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Purchase contracts
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Purchase units
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(1)
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Includes securities initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public. These securities are not being registered for the purposes of sales outside of the United States.
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(2)
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An indeterminate aggregate amount or number of securities of each identified class is being registered and may from time to time be sold at indeterminate prices. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of all of the registration fees.
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(3)
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These Class A ordinary shares are represented by American Depositary Shares, each of which represents one Class A ordinary share. The ADSs issuable on deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-220861).
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†
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The term 'new or revised financial accounting standard' refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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Class A ordinary shares, including those represented by American Depositary Shares, or ADSs,
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preference shares,
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debt securities, which may be senior, subordinated or junior subordinated and convertible or non-convertible,
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guarantees,
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warrants to purchase ordinary shares, preference shares, ADSs or debt securities,
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purchase contracts, and
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purchase units.
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ABOUT THIS PROSPECTUS
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ii
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FORWARD-LOOKING STATEMENTS
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iii
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CORPORATE INFORMATION
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1
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RISK FACTORS
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2
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USE OF PROCEEDS
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3
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DESCRIPTION OF SHARE CAPITAL
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4
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DESCRIPTION OF AMERICAN DEPOSITARY SHARES
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14
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DESCRIPTION OF DEBT SECURITIES
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21
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DESCRIPTION OF GUARANTEES
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33
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DESCRIPTION OF WARRANTS
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33
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DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
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33
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ENFORCEABILITY OF CIVIL LIABILITIES
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35
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TAXATION
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36
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SELLING SECURITYHOLDERS
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37
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PLAN OF DISTRIBUTION
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38
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LEGAL MATTERS
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40
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EXPERTS
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40
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WHERE YOU CAN FIND MORE INFORMATION ABOUT US
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41
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INCORPORATION OF DOCUMENTS BY REFERENCE
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42
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'ADSs' refers to the American Depositary Shares, each of which represents one of our Class A ordinary shares, par value US$0.0005 per share;
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'Class A ordinary shares' refers to our Class A ordinary shares, par value US$0.0005 per share;
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'Class B ordinary shares' refers to our Class B ordinary shares, par value US$0.0005 per share;
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'our Form 20-F' refers to our annual report on Form 20-F for the year ended December 31, 2020, filed with the SEC on April 16, 2021;
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'shares' or 'ordinary shares' refer to our Class A ordinary shares, par value US$0.0005 per share, and our Class B ordinary shares, par value US$0.0005 per share; and
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'we,' 'us,' 'the company,' 'our group,' 'our' or 'Sea' refers to Sea Limited, an exempted Cayman Islands company, its consolidated subsidiaries and its consolidated affiliated entities.
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our goals and strategies;
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our future business development, financial condition, financial results, and results of operations;
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the expected growth in, and market size of, the digital entertainment, e-commerce and digital financial services industries in the markets where we operate, including segments within those industries;
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expected changes in our revenue, costs or expenditures;
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our ability to continue to source, develop and offer new and attractive online games and to offer other engaging digital entertainment content;
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the expected growth of our digital entertainment, e-commerce and digital financial services businesses;
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our expectations regarding growth in our user base, level of engagement and monetization;
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our ability to continue to develop new technologies and/or upgrade our existing technologies;
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our expectation regarding the use of proceeds from our financing activities, including offerings made pursuant to this prospectus and any applicable prospectus supplement;
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growth and trends of our markets and competition in our industries;
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government policies and regulations relating to our industries;
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general economic and business conditions in our markets; and
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the impact of widespread health developments, including the COVID-19 pandemic, and the responses thereto (such as voluntary and in some cases, mandatory quarantines as well as shutdowns and other restrictions on travel and commercial, social and other activities, and availability of effective vaccines or treatments) which could, among other things, impact the business and manufacturing activities of our ecosystem participants, disrupt the global supply chain including those of our sellers on our platforms and merchant partners, and negatively affect consumer discretionary spending.
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an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
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an exempted company is not required to open its register of members for inspection;
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an exempted company does not have to hold an annual general meeting;
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an exempted company may issue no par value, negotiable or bearer shares;
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an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
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an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
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an exempted company may register as a limited duration company; and
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an exempted company may register as a segregated portfolio company.
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the names and addresses of the members, together with a statement of the shares held by each member, and such statement shall confirm (i) of the amount paid or agreed to be considered as paid, on the shares of each member, (ii) the number and category of shares held by each member, and (iii) whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional;
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the date on which the name of any person was entered on the register as a member; and
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the date on which any person ceased to be a member.
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the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
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the instrument of transfer is in respect of only one class of shares;
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the instrument of transfer is properly stamped, if required;
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in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four;
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the ordinary shares transferred are free of any lien in favor of us; or
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a fee of such maximum sum as the New York Stock Exchange may determine to be payable, or such lesser sum as the board of directors may from time to time require, is paid to us in respect thereof.
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the designation of the series;
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the number of shares of the series;
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the dividend rights, dividend rates, conversion rights, voting rights; and
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the rights and terms of redemption and liquidation preferences.
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increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution prescribes;
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consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
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convert all or any of its paid-up shares into stock and reconvert the stock into paid-up shares of any denomination;
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sub-divide our existing shares, or any of them into shares of a smaller amount than that fixed by our eighth amended and restated memorandum of association; provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share will be the same as it was in case of the share from which the reduced share is derived; and
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cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so canceled.
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the statutory provisions as to the required majority vote have been met;
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the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;
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the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and
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the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.
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a company acts or proposes to act illegally or ultra vires;
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the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and
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those who control the company are perpetrating a 'fraud on the minority.'
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we do not wish to receive a discretionary proxy;
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there is substantial shareholder opposition to the particular question; or
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the particular question would have an adverse impact on our shareholders.
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Persons depositing or withdrawing shares or
ADS holders must pay:
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For:
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US$5.00 (or less) per 100 ADSs (or portion thereof)
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Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
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Cancelation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
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US$0.05 (or less) per ADS (or portion thereof)
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Any cash distribution to ADS holders
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A fee equivalent to the fee that would be payable if securities distributed to ADS holders had been shares and the shares had been deposited for issuance of ADSs
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Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
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Persons depositing or withdrawing shares or
ADS holders must pay:
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For:
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US$0.05 (or less) per ADS (or portion thereof) per annum
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Depositary services
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Registration or transfer fees
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Transfer and registration of shares on our share register to or from the name of the depositary or its agent when ADS holders deposit or withdraw shares
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Expenses of the depositary
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Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)
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Converting foreign currency to U.S. dollars
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Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes
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As necessary
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Any charges incurred by the depositary or its agents for servicing the deposited securities
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As necessary
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60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
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we delist the ADSs from an exchange on which they were listed and do not list the ADSs on another exchange;
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we appear to be insolvent or enter insolvency proceedings;
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all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
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there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
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there has been a replacement of deposited securities.
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are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
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are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement;
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are not liable if we or it exercises discretion permitted under the deposit agreement;
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are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
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have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on an ADS holder's behalf or on behalf of any other person;
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are not liable for the acts or omissions of any securities depository, clearing agency or settlement system;
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may rely on any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person; and
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the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs.
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payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;
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satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
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compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
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when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders' meeting; or (iii) we are paying a dividend on our shares;
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when such holders owe money to pay fees, taxes and similar charges; or
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when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities.
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the title and any limit on the aggregate principal amount of the debt securities;
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whether the debt securities will be secured or unsecured;
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whether the debt securities are senior or subordinated debt securities and, if subordinated, the terms of such subordination;
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whether the debt securities are convertible into or exchangeable for other securities and, if so, the terms and conditions upon which such securities will be so convertible or exchangeable;
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the percentage or percentages of principal amount at which such debt securities will be issued;
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the interest rate(s) or the method for determining the interest rate(s);
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the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable;
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the record dates for the determination of holders to whom interest is payable or the method for determining such dates;
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the dates on which the debt securities may be issued, the maturity date and other dates of payment of principal;
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redemption or early repayment provisions;
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authorized denominations if other than minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof;
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the form of the debt securities;
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amount of discount or premium, if any, with which such debt securities will be issued;
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whether such debt securities will be issued in whole or in part in the form of one or more global securities;
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the identity of the depositary for global securities;
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whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto;
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the terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities;
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any covenants applicable to the particular debt securities being issued;
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any defaults and events of default applicable to the particular debt securities being issued;
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any provisions for the defeasance of the particular debt securities being issued in whole or in part;
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any addition or change in the provisions related to satisfaction and discharge;
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any restriction or condition on the transferability of the debt securities;
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the currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such debt securities will be payable;
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the time period within which, the manner in which and the terms and conditions upon which the purchaser of the debt securities can select the payment currency;
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the securities exchange(s) or automated quotation system(s) on which the securities will be listed or admitted to trading, as applicable, if any;
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our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
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provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;
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place or places where we may pay principal, premium, if any, and interest and where holders may present the debt securities for registration of transfer, exchange or conversion;
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place or places where notices and demands relating to the debt securities and the indentures may be made;
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if other than the principal amount of the debt securities, the portion of the principal amount of the debt securities that is payable upon declaration of acceleration of maturity;
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any index or formula used to determine the amount of payments of principal of, premium (if any) or interest on the debt securities and the method of determining these amounts;
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any provisions relating to compensation and reimbursement of the trustee;
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provisions, if any, granting special rights to holders of the debt securities upon the occurrence of specified events; and
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any other terms of the debt securities.
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(i)
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for or on account of:
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(A)
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any tax, duty, assessment or other governmental charge that would not have been imposed but for:
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(1)
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the existence of any present or former connection between the holder or beneficial owner of such debt security and the Relevant Jurisdiction, other than merely holding such debt security or the receipt of payments thereunder, including such holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein;
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(2)
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the presentation of such debt security (in cases in which presentation is required) more than 30 calendar days after the later of the date on which the payment of the principal of and interest on such debt security became due and payable pursuant to the terms thereof or was made or duly provided for;
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(3)
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the failure of the holder or beneficial owner to comply with a timely request from the company, addressed to the holder, to provide certification, information, documents or other evidence concerning such holder's or beneficial owner's nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely
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(4)
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the presentation of such debt security (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless such Debt security could not have been presented for payment elsewhere;
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(B)
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any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge;
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(C)
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any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments or deliveries under or with respect to the debt securities;
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(D)
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any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the Code ('FATCA'), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or
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(E)
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any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B), (C) or (D).
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(i)
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change the Stated Maturity of any debt security;
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(ii)
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reduce the principal amount of, payments of interest on or stated time for payment of interest on any debt security;
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(iii)
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change any obligation of ours to pay Additional Amounts with respect to any debt security;
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(iv)
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change the currency of payment of the principal of, premium (if any) or interest on any debt security;
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(v)
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reduce the amount of the principal of an original issue discount security that would be due and payable upon a declaration of acceleration of the maturity thereof;
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(vi)
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impair the right to institute suit for the enforcement of any payment due on or with respect to any debt security;
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(vii)
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reduce the above stated percentage of outstanding debt securities necessary to modify or amend the indenture;
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(viii)
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reduce the percentage of the aggregate principal amount of outstanding debt securities of that series necessary for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults;
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(ix)
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modify the provisions of the indenture with respect to modification and waiver;
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(x)
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amend, change or modify any provision of the indenture or the related definition affecting the ranking of any series of debt securities in a manner which adversely affects the holders of such debt securities; or
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(xi)
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reduce the amount of the premium payable upon the redemption or repurchase of any series of debt securities or change the time at which any series of debt securities may be redeemed or repurchased as described above under '-Tax Redemption' or as described in the applicable prospectus supplement.
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(i)
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cure any ambiguity, omission, defect or inconsistency contained in the indenture or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of holders as determined by us;
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(ii)
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evidence the succession of another corporation to our company, or successive successions, and the assumption by such successor of the covenants and obligations of our company contained in the debt securities of one or more series and in the indenture or any supplemental indenture;
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(iii)
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comply with the rules of any applicable depositary;
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(iv)
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secure any series of debt securities;
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(v)
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add to the covenants and agreements of our company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the holders of all or any series of the debt securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of debt securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon our company;
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(vi)
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make any change in any series of debt securities that does not adversely affect the legal rights under the indenture of any holder of such debt securities in any material respect;
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(vii)
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evidence and provide for the acceptance of an appointment under the indenture of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms thereof;
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(viii)
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conform the text of the indenture or any series of the debt securities to any provision of this 'Description of Debt Securities' to the extent that such provision in this prospectus was intended to be a verbatim recitation of a provision of the indenture or such series of the debt securities as evidenced by an officer's certificate;
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(ix)
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make any amendment to the provisions of the indenture relating to the transfer and legending of debt securities as permitted by the indenture, including, but not limited to, facilitating the issuance and administration of any series of the debt securities or, if incurred in compliance with the indenture, additional debt securities; provided, however, that (A) compliance with the indenture as so amended would not result in any series of the debt securities being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of holders to transfer debt securities;
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(x)
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change or eliminate any of the provisions of the indenture; provided that any such change or elimination shall become effective only when there is no outstanding debt security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;
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(xi)
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make any amendment to the indenture necessary to qualify the indenture under the Trust Indenture Act;
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(xii)
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add guarantors or co-obligors with respect to any series of debt securities; and
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(xiii)
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establish the form and terms of debt securities of any series as permitted under the indenture, or to provide for the issuance of additional debt securities in accordance with the limitations set forth in the indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the debt securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed.
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(i)
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any Person formed by such consolidation or into which we are merged or to whom we have conveyed, transferred or leased our properties and assets substantially as an entirety is a corporation, partnership, trust or other entity validly existing under the laws of the United States or any State thereof or the District of Columbia, the Cayman Islands, the British Virgin Islands, Bermuda, Singapore or Hong Kong and such Person expressly assumes by an indenture supplemental to the indenture all of our obligations under the indenture and the debt securities issued under the indenture, including the obligation to pay Additional Amounts with respect to any jurisdiction in which it is organized or resident for tax purposes;
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(ii)
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immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and
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(iii)
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we have delivered to the trustee an officer's certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indentures comply with the indenture and that all conditions precedent therein relating to such transaction have been
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(a)
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we default in the payment of principal or premium, if any, in respect of a debt security of such series when due and payable (whether at stated maturity or upon declaration of acceleration, redemption or otherwise under the indenture);
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(b)
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we default in the payment of interest on a debt security of such series when due and payable, which default shall have continued unremedied for a period of 30 calendar days;
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(c)
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we default in the performance of or breaches any covenant or agreement in the indenture or in respect of the debt securities of such series (other than a default specified in clause (a) or (b) above) and such default or breach continues unremedied (or without provision deemed to be adequate for the remedying thereof) for a period of 90 consecutive calendar days after written notice specified below shall have been given to us;
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(d)
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we, pursuant to or within the meaning of any bankruptcy, insolvency or other similar law now or hereafter in effect applicable to us for the relief of debtors ('Bankruptcy Law'), shall (1) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to us or our debts, (2) consent to the entry of an order for relief against it in an involuntary case or other proceeding, (3) consent to the appointment of a trustee, receiver, liquidator, custodian or other similar official under any Bankruptcy Law ('Custodian') of us or our property substantially in the entirety, (4) consent to the taking possession by a Custodian of us or our property substantially in the entirety, or (5) make a general assignment for the benefit of our creditors;
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(e)
|
an involuntary case or other proceeding shall be commenced against us under any Bankruptcy Law by a court of competent jurisdiction seeking liquidation, reorganization or similar relief with respect to us or our debts or seeking the appointment of a Custodian of us or our property substantially in the entirety, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 120 consecutive calendar days; or
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(f)
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the occurrence of any other event of default with respect to debt securities of such series as provided in Section 3.01 of the indenture;
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(1)
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the rights of holders of the debt securities of that series that are then outstanding to receive payments in respect of the principal of, or interest or premium on such debt securities when such payments are due from the trust referred to below;
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(2)
|
our obligations with respect to the debt securities of that series concerning issuing temporary debt securities, registration of debt securities, mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency for payment and money for security payments held in trust;
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(3)
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the rights, powers, trusts, duties and immunities of the trustee for the debt securities of that series, and our obligations in connection therewith; and
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(4)
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the Legal Defeasance and Covenant Defeasance (as defined below) provisions of the indenture for the debt securities of that series.
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(1)
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we must irrevocably deposit with the trustee or the paying agent, in trust, for the benefit of the holders of all debt securities of that series subject to Legal Defeasance or Covenant Defeasance, cash in U.S. dollars, U.S. Government Obligation, or a combination of cash in U.S. dollars and U.S. Government Obligation, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants to pay the principal of, or interest and premium on such notes that are then outstanding on the Stated Maturity or on the applicable redemption date, as the case may be, and we must specify whether such debt securities are being defeased to maturity or to a particular redemption date;
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(2)
|
in the case of Legal Defeasance, we must deliver to the trustee an opinion of counsel of recognized standing with respect to U.S. federal income tax matters that is acceptable to the trustee confirming that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the beneficial owners of the then outstanding debt securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
|
(3)
|
in the case of Covenant Defeasance, we must deliver to the trustee an opinion of counsel of recognized standing with respect to U.S. federal income tax matters that is acceptable to the trustee confirming that the beneficial owners of the then outstanding debt securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be
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(4)
|
no Default or Event of Default with respect to the debt securities of that series must have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);
|
(5)
|
we must deliver to the trustee an officer's certificate stating that the deposit was not made by us with the intent of preferring the holders of debt securities of that series over our other creditors with the intent of defeating, hindering, delaying or defrauding our creditors or others; and
|
(6)
|
we must deliver to the trustee an officer's certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.
|
(1)
|
either:
|
(a)
|
all debt securities of that series that have been authenticated, except lost, stolen or destroyed debt securities that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to us, have been delivered to the paying agent for cancellation; or
|
(b)
|
all debt securities of that series that have not been delivered to the paying agent for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and we have irrevocably deposited or caused to be deposited with the trustee or the paying agent as trust funds in trust solely for the benefit of the holders of the debt securities of such series, cash in U.S. dollars, U.S. Government Obligation, or a combination of cash in U.S. dollars and U.S. Government Obligation, in amounts as will be sufficient (in the case of a deposit not entirely in cash, in the opinion of an internationally recognized investment bank, appraisal firm or firm of independent public accountants), without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such debt securities not delivered to the paying agent for cancellation for principal, premium and accrued interest to the date of maturity or redemption;
|
(2)
|
no Default or Event of Default under the indenture has occurred and is continuing with respect to the debt securities of that series on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which we are a party or by which we are bound;
|
(3)
|
we have paid or caused to be paid all sums payable by us under the indenture with respect to the debt securities of that series; and
|
(4)
|
we have delivered irrevocable instructions to the trustee or the paying agent (as the case may be) under the indenture to apply the deposited money toward the payment of the debt securities of that series at maturity or the redemption date, as the case may be.
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•
|
whether the purchase contracts obligate the holder to purchase or sell, or both, our ordinary shares, ADSs, preference shares or debt securities, and the nature and amount of each of those securities, or method of determining those amounts;
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•
|
whether the purchase contracts are to be prepaid or not;
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•
|
whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of our ordinary shares, ADSs or preference shares;
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•
|
any acceleration, cancellation, termination, or other provisions relating to the settlement of the purchase contracts; and
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•
|
whether the purchase contracts will be issued in fully registered global form.
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•
|
the terms of the offering;
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•
|
the names of any underwriters, dealers or agents;
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•
|
the name or names of any managing underwriter or underwriters;
|
•
|
the purchase price of the securities;
|
•
|
the net proceeds from the sale of the securities;
|
•
|
any delayed delivery arrangements;
|
•
|
any underwriting discounts, commissions and other items constituting underwriters' compensation;
|
•
|
any offering price to the public;
|
•
|
any discounts or concessions allowed or reallowed or paid to dealers; and
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•
|
any commissions paid to agents.
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|
Our annual report on Form 20-F for the year ended December 31, 2020 filed with the SEC on April 16, 2021;
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•
|
Our Report on Form 6-K furnished with the SEC on September 8, 2021 that attaches as exhibits our Management's Discussion and Analysis of Financial Condition and Results of Operations and our Unaudited Interim Condensed Consolidated Financial Statements, both for the six months ended June 30, 2020 and 2021; and
|
•
|
With respect to each offering of securities under this prospectus, all reports on Form 20-F and any report on Form 6-K that so indicates it is being incorporated by reference, in each case, that we file with the SEC or furnish to the SEC, respectively, on or after the date on which the registration statement is first filed with the SEC and until the termination or completion of that offering under this prospectus.
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Item 8.
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Indemnification of Directors and Officers
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Item 9.
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Exhibits
|
Item 10.
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Undertakings.
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(a)
|
The undersigned Registrant hereby undertakes:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act;
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the 'Calculation of Registration Fee' table in the effective registration statement; and
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 of Regulation S-K if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Form F-3.
|
(5)
|
That, for the purpose of determining liability under the Securities Act to any purchaser:
|
(i)
|
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(6)
|
That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
|
(b)
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act, and will be governed by the final adjudication of such issue.
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Exhibit
Number
|
| |
Description
|
1.1*
|
| |
Form of Equity Securities Underwriting Agreement
|
| | ||
1.2*
|
| |
Form of Debt Securities Underwriting Agreement
|
| | ||
| |
Registrant's Specimen American Depositary Receipt (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1, as amended (File No. 333-220571), initially filed with the Securities and Exchange Commission on September 22, 2017)
|
|
| | ||
| |
Registrant's Specimen Certificate for its Class A Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended (File No. 333-220571), initially filed with the Securities and Exchange Commission on September 22, 2017)
|
|
| | ||
| |
Deposit Agreement dated as of October 19, 2017 among Sea Limited, The Bank of New York Mellon and owners and holders of the ADSs (incorporated by reference to Exhibit 4.3 from our registration statement on Form S-8 (File No. 333-222071) filed with the Securities and Exchange Commission on December 15, 2017)
|
|
| | ||
4.4**
|
| |
Form of Indenture for Debt Securities (including form of Debt Security)
|
| | ||
4.5*
|
| |
Form of Preference Share Certificate
|
| | ||
4.6*
|
| |
Form of Guarantee
|
| | ||
4.7*
|
| |
Form of Warrant Agreement (including form of Warrant Certificate)
|
| | ||
4.8*
|
| |
Form of Purchase Contract (including form of Purchase Contract Certificate)
|
| | ||
4.9*
|
| |
Form of Purchase Unit Agreement (including form of Purchase Unit Certificate)
|
| | ||
5.1**
|
| |
Opinion of Maples and Calder (Hong Kong) LLP
|
| | ||
5.2**
|
| |
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
|
| | ||
8.1**
|
| |
Opinion of Maples and Calder (Hong Kong) LLP regarding certain Cayman Islands tax matters (included in Exhibit 5.1)
|
| | ||
23.1**
|
| |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
| | ||
23.2**
|
| |
Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
|
| | ||
23.3**
|
| |
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2)
|
| | ||
24.1**
|
| |
Power of attorney (included in the signature page hereof)
|
| | ||
25.1**
|
| |
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust, National Association, as Trustee, with respect to the Indenture for Debt Securities
|
*
|
To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed under the Securities Exchange Act of 1934 and incorporated herein by reference.
|
**
|
Filed with this registration statement on Form F-3.
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SEA LIMITED
|
|||||||
| | | | | | ||||
| |
By:
|
| |
/s/ FORREST XIAODONG LI
|
||||
| | | |
Name:
|
| |
Forrest Xiaodong Li
|
||
| | | |
Title:
|
| |
Chairman and Group Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
/s/ FORREST XIAODONG LI
|
| |
Chairman and Group Chief Executive Officer (principal executive officer)
|
| |
September 8, 2021
|
Name: Forrest Xiaodong Li
|
| |||||
| | | | |||
/s/ TONY TIANYU HOU
|
| |
Director and Group Chief Financial Officer (principal financial and accounting officer)
|
| |
September 8, 2021
|
Name: Tony Tianyu Hou
|
| |||||
| | | | |||
/s/ GANG YE
|
| |
Director and Group Chief Operating Officer
|
| |
September 8, 2021
|
Name: Gang Ye
|
| |||||
| | | | |||
/s/ YUXIN REN
|
| |
Director
|
| |
September 8, 2021
|
Name: Yuxin Ren
|
| |||||
| | | | |||
/s/ DAVID HENG CHEN SENG
|
| |
Director
|
| |
September 8, 2021
|
Name: David Heng Chen Seng
|
| |||||
| | | | |||
/s/ KHOON HUA KUOK
|
| |
Director
|
| |
September 8, 2021
|
Name: Khoon Hua Kuok
|
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| |
Authorized U.S. Representative
|
|||||||
| | | | | | ||||
| |
By:
|
| |
/s/ DONALD J. PUGLISI
|
||||
| | | |
Name:
|
| |
Donald J. Puglisi
|
||
| | | |
Title:
|
| |
Managing Director
|