Common use of Effect of Merger on Issued Securities Clause in Contracts

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger, and without any action on the part of Holdco, Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each share of common stock, par value US$0.001 per share, of the Company (each, a “Common Share” or, collectively, the “Common Shares”), issued and outstanding immediately prior to the Effective Time, other than any Rollover Shares and any Common Shares owned by the Company or any Company Subsidiary (collectively, the “Excluded Shares”) to be cancelled pursuant to Section 2.01(b), shall be converted into the right of its holder (a “Common Stockholder” and collectively, the “Common Stockholders”) to receive US$6.69 in cash per Common Share without interest (the “Merger Consideration”) payable in the manner provided in Section 2.03. All of such Common Shares that have been converted into the right to receive the Merger Consideration as provided in this Section 2.01(a) shall no longer be outstanding and shall be automatically cancelled and cease to exist as of the Effective Time. Each certificate (or evidence of shares in book-entry form) that, immediately prior to the Effective Time, represented any such Common Shares (each such certificate or evidence, a “Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Stock Certificate in accordance with Section 2.03(b); (b) all Excluded Shares which, for the avoidance of doubt, include all Preferred Shares, shall be automatically cancelled and cease to exist as of the Effective Time, without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share of common stock, with no par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and non-assessable share of common stock, with no par value, of the Surviving Corporation. Such share(s) of common stock shall be the only issued and outstanding share(s) of capital stock of the Surviving Corporation, which shall be reflected in the stock ledger of the Surviving Corporation.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger, Merger and without any action on the part of Holdco, Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each share of common stock(i) Each Class A ordinary share, par value US$0.001 0.00001 per share, of the Company (each, a “Common Class A Ordinary Share” or, collectively, the “Common Class A Ordinary Shares”), including Class A Ordinary Shares represented by American Depositary Shares, each representing eighteen (18) Class A Ordinary Shares (the “ADSs”), issued and outstanding immediately prior to the Effective Time, and each Class B ordinary share, par value US$0.00001 per share, of the Company (a “Class B Ordinary Share” or, collectively, the “Class B Ordinary Shares”, and together with Class A Ordinary Shares, each an “Ordinary Share” and, collectively, the “Ordinary Shares”), other than (A) any Rollover Shares and Parent Shares, (B) any Common Dissenting Shares, (C) any Ordinary Shares owned by any Group Company (if any), and (D) any Ordinary Shares (including Ordinary Shares held by the Company or Depositary in respect of ADSs) reserved (but not yet allocated) by the Company, immediately prior to the Effective Time, for issuance and allocation upon exercise of any Company Subsidiary Share Awards (collectively, the “Excluded Shares”) to be cancelled pursuant to Section 2.01(b), shall be converted into cancelled and shall thereafter represent the right of its holder (a “Common Stockholder” and collectively, the “Common Stockholders”) to receive US$6.69 an amount in cash (in United States dollars) per Common Ordinary Share equal to one eighteenth of the Per ADS Merger Consideration (as defined below) without interest (the “Per Share Merger Consideration”) payable pursuant to the terms and conditions set forth in this Agreement, and as each ADS represents eighteen (18) Ordinary Shares, each ADS issued and outstanding immediately prior to the manner provided in Section 2.03. All of such Common Shares Effective Time (other than ADSs that have been converted into represent Excluded Shares) shall represent the right to receive surrender the ADS in exchange for US$27.60 in cash per ADS without interest (the “Per ADS Merger Consideration as provided Consideration”), pursuant to the terms and conditions set forth in this Section 2.01(aAgreement and the Deposit Agreement; and (ii) shall no longer be outstanding and shall be automatically cancelled and cease to exist as the register of members of the Effective Time. Company will be amended accordingly. (b) Each certificate Excluded Share (or evidence of shares in book-entry form) thatother than the Dissenting Shares), including Excluded Shares represented by ADSs (other than ADSs that represent the Dissenting Shares), issued and outstanding immediately prior to the Effective Time, represented any such Common Shares (each such certificate or evidence, a “Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive by virtue of the Merger Consideration to be paid in consideration therefor upon surrender and without any action on the part of such Stock Certificate in accordance with Section 2.03(b); (b) all Excluded Shares which, for the avoidance of doubt, include all Preferred Sharesits holder, shall be automatically cancelled and cease to exist as without payment of any consideration or distribution therefor, and the register of members of the Effective Time, without any conversion thereof and no payment or distribution Company shall be made with respect thereto; andamended accordingly. (c) each share of common stockEach ordinary share, with no par valuevalue US$1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and non-assessable share of common stockordinary share, with no par valuevalue US$1.00 per share, of the Surviving CorporationCompany. Such share(s) of common stock ordinary shares shall be the only issued and outstanding share(s) of share capital stock of the Surviving CorporationCompany, which and the Surviving Company shall be reflected make entries in its register of members to reflect the stock ledger holder of ordinary shares of Merger Sub immediately prior to the Effective Time as the holder of the ordinary shares of the Surviving CorporationCompany immediately after the Effective Time.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger, Merger and without any action on the part of Holdco, Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each share of common stock(i) Each ordinary share, par value US$0.001 0.0001 per share, of the Company (each, a an “Common Ordinary Share” or, collectively, the “Common Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares, each representing four (4) Ordinary Shares (the “ADSs”), issued and outstanding immediately prior to the Effective Time, other than (A) any Rollover Shares and any Common Shares owned by the Company Alibaba Group Holding Limited or any of its Subsidiaries, including, for the avoidance of doubt, all issued and outstanding Preferred Shares (the “Alibaba Shares”), (B) any Dissenting Shares, (C) any Shares owned by any Group Company Subsidiary (if any), and (D) any Shares issued, outstanding and reserved (but not yet allocated) by the Company, immediately prior to the Effective Time, for settlement upon exercise of any Company Share Awards (collectively, the “Excluded Shares”) to be cancelled pursuant to Section 2.01(b), shall be converted into cancelled in consideration for the right of its holder (a “Common Stockholder” and collectively, the “Common Stockholders”) to receive US$6.69 5.25 in cash per Common Ordinary Share without interest (the “Per Share Merger Consideration”) payable pursuant to the terms and conditions set forth in this Agreement, and as each ADS represents four (4) Ordinary Shares, each ADS issued and outstanding immediately prior to the manner provided in Section 2.03. All of such Common Shares Effective Time (other than ADSs that have been converted into represent Excluded Shares) shall represent the right to receive surrender the ADS in exchange for US$21.00 in cash per ADS without interest (the “Per ADS Merger Consideration as provided Consideration”), pursuant to the terms and conditions set forth in this Section 2.01(aAgreement and the Deposit Agreement; and (ii) shall no longer be outstanding and all of the Shares, including Ordinary Shares represented by ADSs (other than the Excluded Shares), shall be automatically cancelled and cease to exist as exist, and the register of members of the Effective Time. Company will be amended accordingly. (b) Each certificate Excluded Share (or evidence of shares including ADSs that represent Excluded Shares but excluding the Dissenting Shares which shall be cancelled in book-entry form) thataccordance with Section 2.03), issued and outstanding immediately prior to the Effective Time, represented any such Common Shares (each such certificate or evidence, a “Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive by virtue of the Merger Consideration to be paid in consideration therefor upon surrender and without any action on the part of such Stock Certificate in accordance with Section 2.03(b); (b) all Excluded Shares which, for the avoidance of doubt, include all Preferred Sharesits holder, shall be automatically cancelled and cease to exist as exist, without payment of any consideration or distribution therefor, and the register of members of the Effective Time, without any conversion thereof and no payment or distribution Company shall be made with respect thereto; andamended accordingly. (c) each share of common stockEach ordinary share, with no par valuevalue US$1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and non-assessable share of common stockordinary share, with no par valuevalue US$1.00 per share, of the Surviving CorporationCompany. Such share(s) of common stock ordinary shares shall be the only issued and outstanding share(s) of share capital stock of the Surviving CorporationCompany, which and the Surviving Company shall be reflected make entries in its register of members to reflect the stock ledger holder of ordinary shares of Merger Sub immediately prior to the Effective Time as the holder of the ordinary shares of the Surviving CorporationCompany immediately after the Effective Time.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger, Merger and without any action on the part of Holdco, Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each share of common stock(i) Each ordinary share, par value US$0.001 per share, of the Company (each, a an “Common Ordinary Share” or, collectively, the “Common Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares, each representing one (1) Ordinary Share (the “ADSs”), issued and outstanding immediately prior to the Effective Time, other than (A) any Rollover Shares and Securities, (B) any Common Dissenting Shares, (C) any Ordinary Shares owned by any Group Company (if any), and (D) any Ordinary Shares (including Ordinary Shares held by the Company or Depositary in respect of ADSs) reserved (but not yet allocated) by the Company, immediately prior to the Effective Time, for issuance and allocation upon exercise of any Company Subsidiary Share Awards (collectively, the “Excluded Shares”) to be cancelled pursuant to Section 2.01(b), shall be converted into cancelled and shall thereafter represent the right of its holder (a “Common Stockholder” and collectively, the “Common Stockholders”) to receive US$6.69 2.51 in cash per Common Ordinary Share without interest (the “Per Share Merger Consideration”) payable pursuant to the terms and conditions set forth in this Agreement, and as each ADS represents one (1) Ordinary Share, each ADS issued and outstanding immediately prior to the manner provided in Section 2.03. All of such Common Shares Effective Time (other than ADSs that have been converted into represent Excluded Shares) shall represent the right to receive surrender the ADS in exchange for US$2.51 in cash per ADS without interest (the “Per ADS Merger Consideration as provided Consideration”), pursuant to the terms and conditions set forth in this Section 2.01(aAgreement and the Deposit Agreement; and (ii) shall no longer be outstanding and all of the Ordinary Shares, including Ordinary Shares represented by ADSs (other than the Excluded Shares), shall be automatically cancelled and cease to exist as exist, and the register of members of the Effective Time. Company will be amended accordingly. (b) Each certificate Excluded Share (or evidence of shares in book-entry form) thatother than the Dissenting Shares), including Excluded Shares represented by ADSs (other than ADSs that represent the Dissenting Shares), issued and outstanding immediately prior to the Effective Time, represented any such Common Shares (each such certificate or evidence, a “Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive by virtue of the Merger Consideration to be paid in consideration therefor upon surrender and without any action on the part of such Stock Certificate in accordance with Section 2.03(b); (b) all Excluded Shares which, for the avoidance of doubt, include all Preferred Sharesits holder, shall be automatically cancelled and cease to exist as exist, without payment of any consideration or distribution therefor, and the register of members of the Effective Time, without any conversion thereof and no payment or distribution Company shall be made with respect thereto; andamended accordingly. (c) each share of common stockEach ordinary share, with no par valuevalue US$1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and non-assessable share of common stockordinary share, with no par valuevalue US$1.00 per share, of the Surviving CorporationCompany. Such share(sordinary shares, together with the share capital described in subsection (d) of common stock below, shall be the only issued and outstanding share(s) of share capital stock of the Surviving CorporationCompany, which and the Surviving Company shall be reflected make entries in its register of members to reflect the stock ledger holder of ordinary shares of Merger Sub immediately prior to the Effective Time as the holder of the ordinary shares of the Surviving CorporationCompany immediately after the Effective Time. (d) Each Rollover Security issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share, par value US$1.00 per share, of the Surviving Company.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger, Merger and without any action on the part of Holdco, Parent, Merger Sub, the Company or the holders of any Shares or other securities of the Company: (a) each share of common stockShare, par value including the Shares represented by ADSs issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and the Dissenting Shares) shall be cancelled and cease to exist, in exchange for the right to receive US$0.001 0.1884 in cash per share, Share without interest (the “Per Share Merger Consideration”) payable in the manner set forth in Section 2.04; (b) in exchange for the cancellation of the Company Shares represented by ADSs (eachother than Excluded Shares represented by ADSs) pursuant to Section 2.01(a), a the Depositary, as the registered holder of such Shares, shall be entitled to receive the Per Share Merger Consideration for such Shares. Each American Depositary Share, representing twenty (20) Shares (an “Common ShareADS” or, or collectively, the “Common SharesADSs”), issued and outstanding immediately prior to the Effective Time, Time (other than any Rollover Shares and any Common Shares owned by ADSs representing the Company or any Company Subsidiary (collectively, the “Excluded Shares”) to shall be cancelled pursuant to Section 2.01(b), shall be converted into in exchange for the right of its holder (a “Common Stockholder” and collectively, the “Common Stockholders”) to receive US$6.69 3.767 in cash per Common Share ADS without interest (the “Per ADS Merger Consideration”) payable ), which shall be distributed by the Depositary to the holders of such ADSs pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the manner provided event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) each of the Excluded Shares and ADSs representing the Excluded Shares shall be cancelled and cease to exist without payment of any consideration or distribution therefor; (d) each of the Dissenting Shares shall be cancelled in accordance with Section 2.03. All of such Common Shares that have been converted into 2.03 and shall thereafter represent only the right to receive the Merger Consideration as provided applicable payments set forth in this Section 2.01(a) shall no longer be outstanding and shall be automatically cancelled and cease to exist as of the Effective Time. Each certificate (or evidence of shares in book-entry form) that, immediately prior to the Effective Time, represented any such Common Shares (each such certificate or evidence, a “Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Stock Certificate in accordance with Section 2.03(b); (b) all Excluded Shares which, for the avoidance of doubt, include all Preferred Shares, shall be automatically cancelled and cease to exist as of the Effective Time, without any conversion thereof and no payment or distribution shall be made with respect thereto2.03; and (ce) each share of common stockordinary share, with no par valuevalue US$0.00002 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary share, par value US$0.00002 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted. Such conversion shall be effected by means of the cancellation of such ordinary shares of Merger Sub, in exchange for the right to receive one such ordinary share of common stock, with no par value, of the Surviving Corporation. Such share(s) ordinary shares of common stock the Surviving Corporation shall be the only issued and outstanding share(s) of share capital stock of the Surviving Corporation, which shall be reflected in the stock ledger register of members of the Surviving Corporation.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger, Merger and without any action on the part of Holdco, Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each share of common stockordinary share, par value US$0.001 per share, of the Company (each, a “Common Share” or, collectively, the “Common Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs (as defined below)) shall be cancelled in consideration for the right to receive US$6.85 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04; (b) each American Depositary Share, representing one (1) Share (an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time, Time (other than any Rollover Shares and any Common Shares owned by ADSs representing the Company or any Company Subsidiary (collectively, the “Excluded Shares”) to shall be cancelled pursuant to Section 2.01(b), shall be converted into in consideration for the right of its holder (a “Common Stockholder” and collectively, the “Common Stockholders”) to receive US$6.69 6.85 in cash per Common Share ADS without interest (the “Per ADS Merger Consideration”) payable ), pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the manner provided in Section 2.03. All event of such Common any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) all of the Shares, including Shares that have been converted into represented by ADSs (other than the Excluded Shares and the Dissenting Shares), shall cease to exist and shall thereafter represent only the right to receive the Per Share Merger Consideration as provided in this Section 2.01(aor Per ADS Merger Consideration without interest; (d) each of the Excluded Shares and ADSs representing the Excluded Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall no longer be outstanding cancelled and shall be automatically cancelled and cease to exist as without payment of any consideration or distribution therefor; (e) each of the Effective Time. Each certificate (or evidence of shares in book-entry form) that, immediately prior to the Effective Time, represented any such Common Dissenting Shares (each such certificate or evidence, a “Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Stock Certificate cancelled in accordance with Section 2.03(b)2.03; (b) all Excluded Shares which, for the avoidance of doubt, include all Preferred Shares, shall be automatically cancelled and cease to exist as of the Effective Time, without any conversion thereof and no payment or distribution shall be made with respect thereto; and (cf) each share of common stockordinary share, with no par valuevalue US$0.01 each, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable share of common stockordinary share, with no par valuevalue US$0.01 each, of the Surviving CorporationCompany. Such share(s) of common stock ordinary shares shall be constitute the only issued and outstanding share(s) of share capital stock of the Surviving Corporation, which shall be reflected in Company; and (g) the stock ledger register of members of the Surviving CorporationCompany shall be amended to reflect the transactions set forth in this Section 2.01.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger, Merger and without any action on the part of Holdco, Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) (i) each share of common stockordinary share, par value US$0.001 0.00005 per share, of the Company (each, a “Common Share” or, collectively, the “Common Shares”), including Shares represented by American Depositary Shares, each representing five (5) Shares (the “ADSs”), issued and outstanding immediately prior to the Effective Time, other than the Rollover Securities, the Dissenting Shares (as defined below), any Rollover Shares and any Common Shares owned by the Company or any Subsidiary of the Company Subsidiary (if any), and any Shares reserved (but not yet allocated) by the Company for settlement upon exercise of any Company Share Awards (collectively, the “Excluded Shares”) to be cancelled pursuant to Section 2.01(b), shall be converted into cancelled in consideration for the right of its holder (a “Common Stockholder” and collectively, the “Common Stockholders”) to receive US$6.69 5.50 in cash per Common Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.03. All 2.04, and for the avoidance of such Common Shares doubt, because each ADS represents five (5) Shares, each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs that have been converted into represent Excluded Shares) shall represent the right to receive surrender the ADS in exchange for US$27.50 in cash per ADS without interest (the “Per ADS Merger Consideration as provided Consideration”), pursuant to the terms and conditions set forth in this Section 2.01(athe Deposit Agreement; and (ii) shall no longer be outstanding and all of the Shares, including Shares represented by ADSs (other than the Excluded Shares), shall be automatically cancelled and cease to exist as exist, and the register of members of the Effective Time. Each certificate Company will be amended accordingly; (or evidence of shares b) each Excluded Share (including ADSs that represent Excluded Shares but excluding the Dissenting Shares which shall be cancelled in book-entry form) thataccordance with Section 2.03), issued and outstanding immediately prior to the Effective Time, represented any such Common Shares (each such certificate or evidence, a “Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive by virtue of the Merger Consideration to be paid in consideration therefor upon surrender and without any action on the part of such Stock Certificate in accordance with Section 2.03(b); (b) all Excluded Shares which, for the avoidance of doubt, include all Preferred Sharesits holder, shall be automatically cancelled and cease to exist as exist, without payment of any consideration or distribution therefor, and the register of members of the Effective Time, without any conversion thereof and no payment or distribution Company shall be made with respect theretoamended accordingly; and (c) each share of common stockordinary share, with no par valuevalue US$0.00005 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and non-assessable share of common stockordinary share, with no par valuevalue US$0.00005 per share, of the Surviving Corporation. Such share(s) of common stock ordinary shares shall be the only issued and outstanding share(s) of share capital stock of the Surviving Corporation, which and the Surviving Corporation shall be reflected make entries in its register of members to reflect the stock ledger holder of ordinary shares of Merger Sub immediately prior to the Effective Time as the holder of ordinary shares of the Surviving CorporationCorporation after the Effective Time.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger, Merger and without any action on the part of Holdco, Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each share of common stockordinary share, par value US$0.001 per share, of the Company (each, a “Common Share” or, collectively, the “Common Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs (as defined below)) shall be cancelled in consideration and exchange for the right to receive US$3.00 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04; (b) each American Depositary Share, representing two (2) Shares (an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time, Time (other than any Rollover Shares and any Common Shares owned by ADSs representing the Company or any Company Subsidiary (collectively, the “Excluded Shares”) to shall be cancelled pursuant to Section 2.01(b), shall be converted into in consideration for the right of its holder (a “Common Stockholder” and collectively, the “Common Stockholders”) to receive US$6.69 6.00 in cash per Common Share ADS without interest (the “Per ADS Merger Consideration”) payable ), pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the manner provided in Section 2.03. All event of such Common any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) all of the Shares, including Shares that have been converted into represented by ADSs (other than the Excluded Shares and the Dissenting Shares), shall cease to exist and shall thereafter represent only the right to receive the Per Share Merger Consideration as provided in this Section 2.01(aor Per ADS Merger Consideration without interest, and the register of members of the Company shall be amended accordingly; (d) each of the Excluded Shares and ADSs representing such Excluded Shares issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall no longer be outstanding cancelled and shall cease to exist without payment of any consideration or distribution therefor; (e) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and cease to exist as of the Effective Time. Each certificate (or evidence of shares in book-entry form) that, immediately prior to the Effective Time, represented any such Common Shares (each such certificate or evidence, a “Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Stock Certificate in accordance with Section 2.03(b)2.03; (b) all Excluded Shares which, for the avoidance of doubt, include all Preferred Shares, shall be automatically cancelled and cease to exist as of the Effective Time, without any conversion thereof and no payment or distribution shall be made with respect thereto; and (cf) each share of common stockordinary share, with no par valuevalue US$1.00 each, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable share of common stockordinary share, with no par valuevalue US$1.00 each, of the Surviving CorporationCompany. Such share(s) of common stock ordinary shares shall be constitute the only issued and outstanding share(s) of share capital stock of the Surviving Corporation, which shall be reflected in the stock ledger of Company; and (g) the Surviving CorporationCompany shall amend its register of members to reflect the transactions set forth in this Section 2.01.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger, Merger and without any action on the part of Holdco, Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each share of Class A common stockshare, par value US$0.001 0.0001 per share, of the Company (each, a “Common Class A Share”) and each Class B common share of the Company, par value US$0.0001 per share (a “Class B Share” orand, the Class A Shares and the Class B Shares collectively, the “Common Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Class A Shares represented by ADSs (each as defined below)) shall be cancelled in consideration for the right to receive US$1.34 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04; (b) each American Depositary Share, representing five (5) Class A Shares (an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time, Time (other than any Rollover Shares and any Common Shares owned by ADSs representing the Company or any Company Subsidiary (collectively, the “Excluded Shares”) to shall be cancelled pursuant to Section 2.01(b), shall be converted into in consideration for the right of its holder (a “Common Stockholder” and collectively, the “Common Stockholders”) to receive US$6.69 6.70 in cash per Common Share ADS without interest (the “Per ADS Merger Consideration”) payable ), pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement (as defined below), and in the manner provided in Section 2.03. All event of such Common any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) all of the Shares, including Class A Shares that have been converted into represented by ADSs (other than the Excluded Shares and the Dissenting Shares), shall cease to exist and shall thereafter represent only the right to receive the Per Share Merger Consideration as provided in this Section 2.01(aor Per ADS Merger Consideration without interest; (d) shall no longer be outstanding and shall be automatically cancelled and cease to exist as each of the Effective Time. Each certificate (or evidence of shares in book-entry form) that, Excluded Shares and ADSs representing the Excluded Shares issued and outstanding immediately prior to the Effective TimeTime shall, represented by virtue of the Merger and without any such Common Shares (each such certificate or evidenceaction on the part of the holder thereof, a “Stock Certificate”) cease to be outstanding, shall be cancelled and shall cease to have exist without payment of any rights with respect thereto, except consideration or distribution therefor; (e) each of the Dissenting Shares shall be cancelled and shall thereafter represent only the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Stock Certificate applicable payments set forth in accordance with Section 2.03(b)2.03; (b) all Excluded Shares which, for the avoidance of doubt, include all Preferred Shares, shall be automatically cancelled and cease to exist as of the Effective Time, without any conversion thereof and no payment or distribution shall be made with respect thereto; and (cf) each share of common stockshare, with no par valuevalue US$1.00 each, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable share of common stockordinary share, with no par valuevalue US$0.0001 each, of the Surviving CorporationCompany. Such share(s) of common stock ordinary shares shall be constitute the only issued and outstanding share(s) of share capital stock of the Surviving Corporation, which shall be reflected in Company; and (g) the stock ledger register of members of the Surviving CorporationCompany shall be amended to reflect the transactions set forth in this Section 2.01.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger, Merger and without any action on the part of Holdco, Parent, Merger SubCompany, the Company or the holders of any securities of the Company: (a) each share of common stockShare issued and outstanding immediately prior to the Effective Time (other than the Continuing Shares, par value US$0.001 the Excluded Shares, the Dissenting Shares and Shares represented by ADSs (each as defined below)) shall cease to exist and shall be cancelled in consideration for the right to receive an amount in cash per shareShare and without interest, equal to (i) $9.10 minus (ii) the per Share amount of the Company Special Dividend as declared pursuant Section 7.15 (each, a “Common Share” or, collectivelysuch amount, the “Common SharesPer Share Merger Consideration”), which shall be payable in the manner provided in Section 2.04; (b) each American Depositary Share, representing two Class A Shares (an “ADS”), issued and outstanding immediately prior to the Effective TimeTime (other than, other than any Rollover Shares if any, ADSs representing the Excluded Shares), shall cease to exist and any Common Shares owned by shall be cancelled in exchange for an amount in cash per ADS and without interest, equal to (i) $18.20 minus (ii) the Company or any Company Subsidiary per ADS amount of the Special Dividend as declared pursuant Section 7.15 (collectivelysuch amount, the “Excluded Shares”) to be cancelled pursuant to Section 2.01(b), shall be converted into the right of its holder (a “Common Stockholder” and collectively, the “Common Stockholders”) to receive US$6.69 in cash per Common Share without interest (the “Per ADS Merger Consideration”) (less $0.05 per ADS cancellation fees), payable pursuant to the terms and conditions set forth in the manner provided Deposit Agreement, and each Class A Share represented by such ADSs shall be cancelled and cease to exist, in Section 2.03. All exchange for the right of the Depositary, as the registered holder thereof, to receive the Per Share Merger Consideration, which the Depositary will distribute to the holders of such Common Shares that ADSs as the Per ADS Merger Consideration pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement (less $0.05 per ADS cancellation fees); (c) Parent shall not have been converted into the right to receive the Per Share Merger Consideration as provided or the Per ADS Merger Consideration in this Section 2.01(a) respect of the Continuing Shares (but shall no longer still be entitled to receive the Special Dividend), and instead, each Continuing Share issued and outstanding immediately prior to the Effective Time shall continue to exist without interruption and shall thereafter be automatically cancelled and cease to exist as represent one validly issued, fully paid and non-assessable ordinary share, par value $0.01 each, of the Effective Time. Each certificate Surviving Company; (or evidence d) each of shares the Excluded Shares and ADSs representing the Excluded Shares (in book-entry form) thateach case, issued and outstanding immediately prior to the Effective Time, represented any such Common Shares (each such certificate or evidence, a “Stock Certificate”) shall be cancelled and shall cease to have exist without payment of any rights with respect thereto, except consideration or distribution therefor; (e) each of the Dissenting Shares shall be cancelled and thereafter represent only the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Stock Certificate applicable payments in accordance with Section 2.03(b); (b) all Excluded Shares which, for the avoidance of doubt, include all Preferred Shares, shall be automatically cancelled and cease to exist as of the Effective Time, without any conversion thereof and no payment or distribution shall be made with respect thereto2.03; and (cf) each share of common stockordinary share, with no par valuevalue $0.001 each, of Merger Sub Company issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and non-assessable share of common stockordinary share, with no par valuevalue $0.01 each, of the Surviving Corporation. Such share(sCompany; such ordinary shares of the Surviving Company shall (other than as set forth in the memorandum and articles of association of the Surviving Company) of common stock rank pari passu in all respects with the Continuing Shares which shall be continue and survive the Merger in accordance with Section 2.01(c), and such ordinary shares, including the Continuing Shares, shall constitute the only issued and outstanding share(s) of share capital stock of the Surviving CorporationCompany, which shall be reflected in the stock ledger register of members of the Surviving CorporationCompany.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger, Merger and without any action on the part of Holdco, Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each share of common stockordinary share, par value US$0.001 0.125 per share, of the Company (each, a “Common Share” or, collectively, the “Common Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs (as defined below)) shall be cancelled in consideration for the right to receive US$4.60 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04; (b) each American Depositary Share, representing three (3) Shares (an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time, Time (other than any Rollover Shares and any Common Shares owned by ADSs representing the Company or any Company Subsidiary (collectively, the “Excluded Shares”) to shall be cancelled pursuant to Section 2.01(b), shall be converted into in consideration for the right of its holder (a “Common Stockholder” and collectively, the “Common Stockholders”) to receive US$6.69 13.80 in cash per Common Share ADS without interest (the “Per ADS Merger Consideration”) payable pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the manner provided in Section 2.03. All event of such Common any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) all of the Shares, including Shares that have been converted into represented by ADSs (other than the Excluded Shares and the Dissenting Shares), shall cease to exist and shall thereafter represent only the right to receive the Per Share Merger Consideration as provided in this Section 2.01(aor Per ADS Merger Consideration without interest, and the register of members of the Company shall be amended accordingly; (d) each of the Excluded Shares and ADSs representing the Excluded Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall no longer be outstanding cancelled and shall be automatically cancelled and cease to exist as without payment of any consideration or distribution therefor; (e) each of the Effective Time. Each certificate (or evidence of shares in book-entry form) that, immediately prior to the Effective Time, represented any such Common Dissenting Shares (each such certificate or evidence, a “Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Stock Certificate cancelled in accordance with Section 2.03(b); (b) all Excluded Shares which, for the avoidance of doubt, include all Preferred Shares, shall be automatically cancelled and cease to exist as of the Effective Time, without any conversion thereof and no payment or distribution shall be made with respect thereto2.03; and (cf) each share of common stockordinary share, with no par valuevalue US$0.125 each, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable share of common stockordinary share, with no par valuevalue US$0.125 each, of the Surviving Corporation. Such share(s) of common stock ordinary shares shall be constitute the only issued and outstanding share(s) of share capital stock of the Surviving Corporation, which shall be reflected in the stock ledger register of members of the Surviving Corporation.