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 Parent, Merger Sub, the Company or the holders of any shares or other securities of the Company: (a) each ordinary share, par value US$0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and the Dissenting Shares) shall be cancelled in consideration and exchange for the right to receive US$1.3075 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 four Shares (an “ADS” or, collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) shall be cancelled in consideration for the right of the Depositary, as the registered holder of such Shares to receive US$5.23 in cash per ADS without interest (the “Per ADS Merger Consideration”), 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 event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) all of the Shares issued and outstanding immediately prior to the Effective Time, including Shares 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 or 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 cease to be outstanding, shall be 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 cancelled and cease to exist in accordance with Section 2.03; (f) each ordinary share, par value US$1.00 each, of Merger Sub 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 each, of the Surviving Company. 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 the Surviving Company. Such ordinary shares of the Surviving Company shall constitute the only issued and outstanding share capital of the Surviving Company; and (g) the Surviving Company 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 Parent, Merger Sub, the Company or the holders of any shares or other securities of the Company: (a) each ordinary share(i) Each share of common stock, par value US$0.001 0.00001 per share, of the Company (each, a “Common Share” orand, collectively, the “Common Shares”) ), issued and outstanding immediately prior to the Effective Time (Time, other than the Excluded any Common Shares to be cancelled pursuant to Section 2.01(b) and the any Dissenting Shares) , shall be cancelled in consideration and exchange for converted into the right of its holder to receive US$1.3075 4.225 in cash per Common Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04; (b. All of such Common Shares that have been converted into the right to receive Merger Consideration as provided in this Section 2.01(a) each American Depositary Share, representing four Shares (an “ADS” or, collectively, the “ADSs”), issued shall no longer be outstanding and outstanding immediately prior shall be automatically cancelled and cease to exist as of the Effective Time Time. Each certificate (other than ADSs representing the Excluded Sharesor evidence of shares in book-entry form) shall be cancelled in consideration for the right of the Depositarythat, as the registered holder of such Shares to receive US$5.23 in cash per ADS without interest (the “Per ADS Merger Consideration”), 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 event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) all of the Shares issued and outstanding immediately prior to the Effective Time, including represented any such Common Shares represented by ADSs (other than the Excluded Shares and the Dissenting Shares)each such certificate or evidence, a “Stock Certificate”) shall cease to exist and shall thereafter represent only have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or Per ADS Merger Consideration without interest, and the register to be paid in consideration therefor upon surrender of members of such Stock Certificate in accordance with Section 2.04(b). (b) Each Common Share held by the Company shall be amended accordingly; (d) each of as treasury stock or, directly or indirectly, by Parent, Merger Sub, or any wholly owned Company Subsidiary, including the Excluded Rollover Shares and ADSs representing such Excluded Shares issued and outstanding contributed to Parent immediately prior to the Effective Time shall cease to be outstandingClosing in accordance with the Contribution Agreement, shall be 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 cancelled and retired and shall cease to exist in accordance as of the Effective Time, and no consideration shall be delivered with Section 2.03;respect thereto. (fc) each ordinary shareEach share of common stock, par value US$1.00 each0.0001 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 shareshare of common stock, par value US$1.00 each0.0001 per share, of the Surviving CompanyCorporation. Such conversion shares of common stock 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 the Surviving Company. Such ordinary shares of the Surviving Company shall constitute the only issued and outstanding share shares of capital stock of the Surviving Company; and (g) Corporation, which shall be reflected in the stock ledger of the Surviving Company shall amend its register of members to reflect the transactions set forth in this Section 2.01Corporation.

Effect of Merger on Issued Securities. At the Effective TimeDate, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares or other securities of the Company: (a) each ordinary share, par value US$0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time Date (other than the Continuing Shares, the Excluded Shares, the Dissenting Shares and the Dissenting SharesShares represented by ADSs (each as defined below)) shall cease to exist and shall be cancelled in consideration and exchange for the right to receive US$1.3075 an amount in cash per Share and without interest interest, equal to $0.03125 (the “Per Share Merger Consideration”) ), which shall be payable in the manner provided in Section 2.04; (b) each American Depositary Share, representing four twelve Shares (an “ADS” or, collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time Date (other than than, if any, ADSs representing the Excluded Shares) ), shall cease to exist and shall be cancelled in consideration exchange for an amount in cash per ADS and without interest, equal to $0.375 (the “Per ADS Merger Consideration”) (less up to $0.05 per ADS cancellation fees), payable pursuant to the terms and conditions set forth in the Deposit Agreement, and each Share represented by such ADSs shall be cancelled and cease to exist, in exchange for the right of the Depositary, as the registered holder of such Shares thereof, to receive US$5.23 in cash per ADS without interest (the “Per ADS Share Merger Consideration”), which shall be distributed by the Depositary will distribute to the holders of such ADSs as the Per ADS Merger Consideration pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail(less up to $0.05 per ADS cancellation fees); (c) all no holder of the Continuing Shares issued and outstanding immediately prior to the Effective Time, including Shares represented by ADSs (other than the Excluded Shares and the Dissenting Shares), shall cease to exist and shall thereafter represent only have the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration without interestin respect of the Continuing Shares, and instead, each Continuing Share issued and outstanding immediately prior to the register of members Effective Date shall continue to exist without interruption and shall thereafter be and represent one validly issued, fully paid and non-assessable ordinary share, par value $0.0003 each, of the Company shall be amended accordinglySurviving Company; (d) each of the Excluded Shares and ADSs representing such the Excluded Shares (in each case, issued and outstanding immediately prior to the Effective Time shall cease to be outstanding, Date) shall be 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 cancelled and cease thereafter afford the holder only the rights referred to exist in accordance with at Section 2.03; (f) each ordinary share, par value US$1.00 $0.0003 each, of Merger Sub issued and outstanding immediately prior to the Effective Time Date shall be converted into and become one validly issued, fully paid and non-assessable ordinary share, par value US$1.00 $0.0003 each, of the Surviving Company. 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 the Surviving Company. Such ordinary shares of the Surviving Company shall (other than as set forth in the memorandum and articles of association of the Surviving Company) rank pari passu in all respects with the Continuing Shares which shall 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 capital of the Surviving Company, which shall be reflected in the register of members of the Surviving Company; and (g) each Company Warrant outstanding immediately prior to the Effective Date shall be treated in accordance with the terms thereof, as may be amended prior to the Effective Date by the Company and the holder thereof with the consent of Parent. The Surviving Corporation, and to the extent required under the applicable Company Warrant, Parent, shall amend its register of members to reflect comply with any obligations under the transactions set forth in this Section 2.01applicable Company Warrant.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares or other securities of the Company: (a) each ordinary share, par value US$0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and Shares, the Dissenting Shares, and Class A Shares represented by ADSs (as defined below)) shall be cancelled and cease to exist, in consideration and exchange for the right to receive US$1.3075 28.0 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided set forth in Section 2.04; (b) each American Depositary Share, representing four Shares one (1) Class A Share (an “ADS” or, or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) shall be cancelled in consideration exchange for the right of the Depositary, as the registered holder of such Shares to receive US$5.23 28.0 in cash per ADS without interest (the “Per ADS Merger Consideration”), which pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement (as defined below). Each Class A Share represented by such ADSs shall be distributed by cancelled and cease to exist, in 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 ADSs as the Per ADS Merger Consideration pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in . In the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) all of the Shares issued and outstanding immediately prior to the Effective Time, including Shares 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 or 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 the Excluded Shares issued and outstanding immediately prior to Shares, including, for the Effective Time shall cease to be outstandingavoidance of doubt, each Rollover Share, shall be cancelled and shall cease to exist without payment of any consideration or distribution therefor; (ed) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease shall thereafter represent only the right to exist receive the applicable payments set forth in accordance with Section 2.03;; and (fe) each ordinary share, par value US$1.00 eachHK$0.001 per share, of Merger Sub 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 eachHK$0.001 per share, of the Surviving Company. Such conversion shall be effected by means of Corporation with the cancellation of such ordinary same rights, powers and privileges as the shares of Merger Sub, in exchange for the right to receive one such ordinary share of the Surviving Company. Such ordinary shares of the Surviving Company so converted and shall constitute the only issued and outstanding share capital of the Surviving Company; and (g) Corporation. Such ordinary shares shall be the only issued and outstanding share capital of the Surviving Company Corporation, which shall amend its be reflected in the register of members to reflect of the transactions set forth in this Section 2.01Surviving Corporation.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subany Parent Party, the Company or the holders of any shares or other securities of the Company: (a) each ordinary share, par value US$0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and Shares, the Dissenting Shares, and Shares represented by ADSs (as defined below)) shall be cancelled and cease to exist, in consideration and exchange for the right to receive US$1.3075 1.51 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided set forth in Section 2.04; (b) each American Depositary Share, representing four five (5) Shares (an “ADS” or, or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) shall be cancelled in consideration exchange for the right of the Depositary, as the registered holder of such Shares to receive US$5.23 7.55 in cash per ADS without interest (the “Per ADS Merger Consideration”), which pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement (as defined below). All Shares represented by such ADSs shall be distributed by cancelled and cease to exist, in 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 ADSs as the Per ADS Merger Consideration pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in . In the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) all of the Shares issued and outstanding immediately prior to the Effective Time, including Shares 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 or 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 the Excluded Shares issued and outstanding immediately prior to Shares, including, for the Effective Time shall cease to be outstandingavoidance of doubt, each Rollover Share, shall be cancelled and shall cease to exist without payment of any consideration or distribution therefor; (ed) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03;; and (fe) each ordinary share, par value US$1.00 eachper share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, issued and fully paid and non-assessable ordinary share, par value US$1.00 eachper share, of the Surviving Company. 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 the Surviving Company. Such ordinary shares of the Surviving Company Corporation and shall constitute the only issued and outstanding share capital of the Surviving Company; and (g) Corporation, which shall be reflected in the Surviving Company shall amend its register of members to reflect of the transactions set forth in this Section 2.01Surviving Corporation.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares or other securities of the Company: (a) (i) each ordinary common share, par value US$0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) ), issued and outstanding immediately prior to the Effective Time (Time, other than the Excluded Shares and Rollover Shares, the Dissenting Shares) , and any Shares owned by the Company or any Company Subsidiary (collectively, the “Excluded Shares”), shall be cancelled in consideration and exchange for the right to receive the following: US$1.3075 1.30 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04; 2.03; and (b) each American Depositary Share, representing four Shares (an “ADS” or, collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) shall be cancelled in consideration for the right of the Depositary, as the registered holder of such Shares to receive US$5.23 in cash per ADS without interest (the “Per ADS Merger Consideration”), 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 event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (cii) all of the Shares issued shall no longer be outstanding and outstanding shall automatically be cancelled and cease to exist as of the Effective Time, and each certificate (or evidence of shares in book-entry form) that, immediately prior to the Effective Time, including represented any such Shares represented by ADSs (other than the Excluded Shares and the Dissenting Shares)each such certificate or evidence, a “Share Certificate”) shall cease to exist and shall thereafter represent only have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or Per ADS Merger Consideration to be paid in consideration therefor upon surrender of such Share Certificate in accordance with Section 2.03(b), without interest, and the register of members of the Company shall be amended accordingly; (db) each Excluded Share, other than the Dissenting Shares, shall by virtue of the Excluded Shares Merger and ADSs representing such Excluded Shares issued and outstanding immediately prior to without any action on the Effective Time shall cease to be outstandingpart of its holder, shall be cancelled and shall cease to exist exist, without payment of any consideration or distribution therefor;; and (ec) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03; (f) each ordinary common share, with no par value US$1.00 eachvalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary common share, par value US$1.00 each0.001 per share, of the Surviving CompanyCorporation. Such conversion common shares 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 the Surviving Company. Such ordinary shares of the Surviving Company shall constitute the only issued and outstanding share capital of the Surviving Company; and (g) Corporation, which shall be reflected in the list of shareholders of the Surviving Company shall amend its register of members to reflect the transactions set forth in this Section 2.01Corporation.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares or other securities of the Company: (a) each ordinary share, par value US$0.001 0.00005 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and the Dissenting SharesShares represented by ADSs (as defined below)) shall be cancelled and cease to exist, in consideration and exchange for the right to receive US$1.3075 2.85 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 four Shares one (1) Share (an “ADS” or, or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) ), and the shares represented by such ADSs, shall be cancelled and cease to exist, in consideration and exchange for the right of the Depositary, as the registered holder of such Shares to receive US$5.23 2.85 in cash per ADS without interest (the “Per ADS Merger Consideration”), 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 event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) all of the Shares issued and outstanding immediately prior to the Effective Time, including Shares 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 or 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 the Excluded Shares issued shall, by virtue of the Merger and outstanding immediately prior to without any action on the Effective Time shall cease to be outstandingpart of its holder, shall be cancelled and shall cease to exist without payment of any consideration or distribution therefor; (ed) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03; (e) the register of members of the Company will be amended to reflect the cancellation of all outstanding Shares in accordance with this Section 2.01; and (f) each ordinary share, par value US$1.00 eachper share, of Merger Sub 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 each0.00005 per share, of the Surviving Company. 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 the Surviving CompanyCorporation. Such ordinary shares of the Surviving Company shall constitute be the only issued and outstanding share capital of the Surviving Company; and (g) Corporation, which shall be reflected in the Surviving Company shall amend its register of members to reflect of the transactions set forth in this Section 2.01Surviving Corporation.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares or other securities of the Company: (a) each ordinary share, par value US$0.001 per share, of the Company (a “Share” or, collectively, the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and the Dissenting SharesShares represented by ADSs (as defined below)) shall be cancelled and cease to exist in consideration and exchange for the right to receive US$1.3075 10.13 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 four Shares three Class B ordinary shares (an “ADS” or, collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) shall be cancelled and cease to exist in consideration for the right of the Depositary, as the registered holder of such Shares to receive US$5.23 30.39 in cash per ADS without interest (the “Per ADS Merger Consideration”), 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 event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) all of the Shares issued and each Share represented by ADSs outstanding immediately prior to the Effective Time, including Shares represented by ADSs Time (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 or Per ADS Merger Consideration without interestshall, and the register of members by virtue of the Company shall Merger and without any action on the part of the holder thereof, be amended accordinglycancelled and cease to exist without payment of any consideration or distribution therefor; (d) each of the Excluded Shares and ADSs representing such Excluded Shares issued and outstanding immediately prior to the Effective Time shall cease to be outstandingshall, shall by virtue of the Merger and without any action on the part of the holder thereof be 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 cancelled and cease to exist in accordance with Section 2.032.03 and shall thereafter represent only the right to receive the applicable payments set forth thereunder; (f) each ordinary share, par value US$1.00 each1.00, of Merger Sub 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 each0.001, of the Surviving Company. 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 the Surviving Company. Such ordinary shares of the Surviving Company shall constitute the only issued and outstanding share capital of the Surviving Company; and (g) the Surviving Company 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 and without any action on the part of ParentHoldco, Merger Sub, the Company or the holders of any shares or other securities of the Company: (a) each ordinary share, par value US$0.001 0.005 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than the Rollover Shares, the Excluded Shares, the Dissenting Shares and the Dissenting SharesShares represented by ADSs (each as defined below)) shall be cancelled in consideration and exchange for the right to receive US$1.3075 17.90 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 four two (2) Shares (an “ADS” or, or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than than, if any, ADSs representing the Rollover Shares or the Excluded Shares) shall be cancelled in consideration for represent the right of to surrender the Depositary, as the registered holder of such Shares to receive ADS in exchange for US$5.23 35.80 in cash per ADS without interest (the “Per ADS Merger Consideration”), 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 event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) all of the Shares issued and outstanding immediately prior to the Effective TimeShares, including Shares represented by ADSs (other than the Rollover Shares, the Excluded Shares and the Dissenting Shares), shall be cancelled and cease to exist and shall thereafter represent only the right to receive the Per Share Merger Consideration or Per ADS Merger Consideration Consideration, as applicable, without interest, and the register of members of the Company shall be amended accordingly; (d) each none of the Excluded Shares Rollover Shareholders shall have the right to receive any Per Share Merger Consideration or Per ADS Merger Consideration in respect of the Rollover Shares, and ADSs representing such Excluded Shares instead, each Rollover Share issued and outstanding immediately prior to the Effective Time shall cease be converted into and become one validly issued, fully paid and non-assessable ordinary share, par value $0.005 each, of the Surviving Company; (e) each of the Excluded Shares and ADSs representing the Excluded Shares (in each case, issued and outstanding immediately prior to be outstanding, the Effective Time) shall be cancelled and shall cease to exist without payment of any consideration or distribution therefor; (ef) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease thereafter represent the right to exist receive the applicable payments in accordance with Section 2.03;; and (fg) each ordinary share, par value US$1.00 $0.0005 each, of Merger Sub 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 $0.005 each, of the Surviving Company. Such conversion ; such ordinary shares, together with the ordinary shares into which the Rollover Shares shall be effected by means of the cancellation of such ordinary shares of Merger Subconverted in accordance with Section 2.01(d), in exchange for the right to receive one such ordinary share of the Surviving Company. Such ordinary shares of the Surviving Company shall constitute the only issued and outstanding share capital of the Surviving Company; and (g) , which shall be reflected in the Surviving Company shall amend its register of members to reflect of the transactions set forth in this Section 2.01Surviving Company.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares or other securities of the Company: (a) each ordinary Class A common share, par value US$0.001 0.01 per share, of the Company (a “Class A Share”), including the Class A Shares represented by American Depositary Shares (the “ADSs”), each representing 1/2 of a Class A Share, and each Class C common share, par value US$0.01 per share, of the Company (a “Class C Share” orand, collectivelycollectively with each Class A Share, the “Shares”) ), 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 consideration exchange for, and exchange for shall thereafter represent only, the right to receive US$1.3075 41.20 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.042.04 and the register of members of the Company will be amended accordingly; (b) each American Depositary Share, representing four Shares (an “ADS” or, collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing of the Excluded Shares) shall be cancelled in consideration for the right of the Depositary, as the registered holder of such Shares to receive US$5.23 in cash per ADS without interest (the “Per ADS Merger Consideration”), 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 event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) all of the Shares issued and outstanding immediately prior to the Effective Time, including Shares 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 or 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 cease to be outstanding, shall be cancelled and shall cease to exist without payment of any consideration or distribution therefor; (ec) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03 and thereafter represent the right to receive the applicable payments pursuant to the procedure referenced in Section 2.03;; and (fd) each ordinary share, par value US$1.00 each, of Merger Sub 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 0.01 each, of the Surviving Company. 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 the Surviving Company. Such ordinary shares of the Surviving Company shall constitute be the only issued and outstanding share capital of the Surviving Company; and (g) , which shall be reflected in the Surviving Company shall amend its register of members to reflect of the transactions set forth in this Section 2.01Surviving Company.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares or other securities of the Company: (a) (i) each ordinary share, par value US$0.001 0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) ), issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and Rollover Shares, the Dissenting Shares (as defined below) and any Shares owned by Parent, the Company or any Subsidiary of Parent or the Company (if any) (collectively, the “Excluded Shares”)) shall be cancelled in consideration and exchange for the right to receive US$1.3075 2.00 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04; ; and (b) each American Depositary Share, representing four Shares (an “ADS” or, collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) shall be cancelled in consideration for the right of the Depositary, as the registered holder of such Shares to receive US$5.23 in cash per ADS without interest (the “Per ADS Merger Consideration”), 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 event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (cii) all of the Shares issued and outstanding immediately prior to the Effective Time, including Shares 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 or Per ADS Merger Consideration without interest, and the register of members of the Company shall will be amended accordingly; (db) each Excluded Share, other than the Dissenting Shares (which will be cancelled in accordance with Section 2.03), shall by virtue of the Excluded Shares Merger and ADSs representing such Excluded Shares issued and outstanding immediately prior to without any action on the Effective Time shall cease to be outstandingpart of its holder, shall be cancelled and shall cease to exist exist, without payment of any consideration or distribution therefor;; and (e) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03; (fc) each ordinary share, par value US$1.00 each0.01 per share, of Merger Sub 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 each0.01 per share, of the Surviving Company. 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 the Surviving CompanyCorporation. Such ordinary shares of the Surviving Company shall constitute be the only issued and outstanding share capital of the Surviving Company; and (g) Corporation, which shall be reflected in the Surviving Company shall amend its register of members to reflect of the transactions set forth in this Section 2.01Surviving Corporation.

Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares share or other securities of the Company: (a) each ordinary share, par value US$0.001 0.0000005 per share, of the Company (a “Share” or, collectively, the “Shares”) 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 consideration and exchange for the right to receive US$1.3075 0.18875 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 four 40 Shares (an “ADS” or, or collectively, the “ADSs”), ) issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) shall be cancelled in consideration for the right of the Depositary, as the registered holder of such Shares to receive US$5.23 7.55 in cash per ADS without interest (the “Per ADS Merger Consideration”), 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 ) payable in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevailmanner provided in Section 2.04; (c) all of the Shares issued and outstanding immediately prior to the Effective Time, including Shares 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 or Per ADS Merger Consideration without interest, and the register of members of the Company shall be amended accordingly; (d) each Each of the Excluded Shares and ADSs representing such (including Excluded Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time shall cease to be outstanding, shall be cancelled and shall cease to exist without payment of any consideration or distribution therefor; (ed) each Each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03 and shall thereafter represent only the right to receive the applicable payments set forth in Section 2.03;; and (fe) each Each ordinary share, par value US$1.00 0.0000005 each, of Merger Sub 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 0.0000005 each, of the Surviving Company. 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 the Surviving Company. Such ordinary shares of the Surviving Company shall constitute be the only issued and outstanding share capital of the Surviving Company; and (g) , which shall be reflected in the Surviving Company shall amend its register of members to reflect of the transactions set forth in this Section 2.01Surviving Company.