Common use of Effect on Issued Share Capital Clause in Contracts

Effect on Issued Share Capital. At the Effective Time, as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or any other shareholders of the Company: (a) Merger Consideration. Each ordinary share, par value HK$0.025 per share, of the Company (each, a “Share” and collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing one Share (the “ADSs”), issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) shall be cancelled and cease to exist in exchange for the right to receive $1.80 in cash per Share without interest (the “Per Share Merger Consideration”). As each ADS represents one Share, each ADS issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares, shall also represent the right to receive $1.80 in cash without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in the Deposit Agreement (as defined below). At the Effective Time, all of the Shares (including Shares represented by ADSs) shall cease to be outstanding, shall be cancelled and shall cease to exist and the register of members of the Company will be amended accordingly. Each Share recorded as issued in the register of members of the Company immediately prior to the Effective Time other than an Excluded Share, including any Share represented by a certificate (a “Share Certificate”) or any Share not represented by a Share Certificate (an “Uncertificated Share”), shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any Dissenting Shares (as defined below) shall thereafter represent only the right to receive the applicable payments set forth in Section 4.2(e). For purposes of this Agreement, “Excluded Shares” means, collectively, (i) Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by any Consortium Member (such Shares and ADSs owned by all Consortium Members, collectively, the “Rollover Shares”), (ii) Shares represented by ADSs held by JPMorgan Chase Bank, N.A. (the “Depositary”) for the Company which are reserved for issuance upon exercise of Company Options or the vesting of Company Restricted Shares (the “Reserved Shares”) as well as Shares represented by ADSs previously repurchased by the Company (the “Repurchased Shares”), and (iii) Shares (the “Dissenting Shares”) owned by holders of Shares who have validly exercised and perfected their dissent from the Merger pursuant to Section 238 of the Cayman Companies Law (the “Dissenting Shareholders”). In the event that the Company changes the number of Shares or securities convertible into or exchangeable or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, share split (including a reverse share split), share dividend or distribution, recapitalization, merger, issuer self-tender or exchange offer, or any similar transaction, the Per Share Merger Consideration and the Per ADS Merger Consideration shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such change, be the Per Share Merger Consideration and the Per ADS Merger Consideration.

Effect on Issued Share Capital. At the Effective Time, as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or any other shareholders of the Company: (a) Merger Consideration. Each ordinary share, with par value HK$0.025 of US$0.0001 per share, of the Company (each, a “Share” and or, collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing one Share (the “ADSs”), ) issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) shall be cancelled and cease to exist in exchange for the right to receive $1.80 US$1.78 in cash per Share without interest (the “Per Share Merger Consideration”). As each ADS represents one Share, each ADS issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares, shall also represent the right to receive $1.80 in cash without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in the Deposit Agreement (as defined below). At the Effective Time, all of the Shares (including Shares represented by ADSs) shall cease to be outstanding, shall be cancelled and shall cease to exist and the register of members of the Company Surviving Corporation will be amended accordingly. Each Share recorded as issued in the register of members of the Company immediately prior to the Effective Time other than an Excluded Share, including any Share Shares formerly represented by a certificate (a “Share Certificate”) or any Share not and non-certificated Shares represented by a Share Certificate book-entry (an “Uncertificated ShareBook-Entry Shares”), ) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any Dissenting Shares (as defined below) shall thereafter represent only the right to receive the applicable payments set forth in Section 4.2(e3.2(f). For purposes of this Agreement, “Excluded Shares” means, collectively, (i) Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by any Consortium Member (such Shares and ADSs legally owned by all Consortium Members, collectively, the “Rollover Shares”), Parent and (ii) Shares represented by ADSs held by JPMorgan Chase Bank, N.A. (the “Depositary”) for the Company which are reserved for issuance upon exercise of Company Options or the vesting of Company Restricted Shares (the “Reserved Shares”) as well as Shares represented by ADSs previously repurchased by the Company (the “Repurchased Shares”), and (iii) Shares (the “Dissenting Shares”) owned by holders of Shares who have validly exercised and perfected not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 179 of the Cayman BVI Companies Law Act (the “Dissenting Shareholders”). In the event that the Company changes the number of Shares or securities convertible into or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, share split (including a reverse share split), share dividend or distribution, recapitalization, merger, issuer self-tender or exchange offer, or any other similar transaction, the Per Share Merger Consideration and the Per ADS Merger Consideration shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such change, be the Per Share Merger Consideration and the Per ADS Merger Consideration.

Effect on Issued Share Capital. At the Effective Time, as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or any other shareholders of the Company: (a) Merger Consideration. Each ordinary share, par value HK$0.025 US$0.00002 per share, of the Company (each, a “Share” and or, collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing one Share 25 Shares (the “ADSs”), issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) shall be cancelled and cease to exist in exchange for the right to receive $1.80 US$0.126 in cash per Share without interest (the “Per Share Merger Consideration”). As each ADS represents one Share25 Shares, each ADS issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares, shall also represent the right to receive $1.80 US$3.15 in cash without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in the Deposit Agreement (as defined below). At the Effective Time, all of the Shares (including Shares represented by ADSs) shall cease to be outstanding, shall be cancelled and shall cease to exist and the register of members of the Company will be amended accordingly. Each Share recorded as issued in the register of members certificate formerly representing any of the Company immediately prior to the Effective Time other than an Excluded Share, including any Share represented by a certificate Shares (a “Share Certificate”) or any Share not non-certificated Shares represented by a Share Certificate book-entry (an “Uncertificated ShareBook-Entry Shares”), ) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any Dissenting Shares (as defined below) shall thereafter represent only the right to receive the applicable payments set forth in Section 4.2(e5.2(f). For purposes of this Agreement, “Excluded Shares” means, collectively, (i) any Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by Xx. Xxxxxxx Xxx, the Company’s chairman and chief executive officer (“Xx. Xxx”) or any Consortium Member Person controlled by Xx. Xxx prior to the Effective Time (such “Founder Shares”), (ii) any Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by all Consortium Members, collectivelyXxxx Xx and Xxx Xxxxx or any Person controlled by either of the foregoing prior to the Effective Time (collectively with Founder Shares, the “Rollover Shares”), (iiiii) any Shares held by the Depositary which are not represented by ADSs held by JPMorgan Chase Bank, N.A. (the “Depositary”) for the Company which are reserved for issuance upon exercise of Company Options or the vesting of Company Restricted Shares (the “Reserved Shares”) as well as Shares represented by ADSs previously repurchased by the Company (the “Repurchased Shares”), and (iiiiv) Shares (the “Dissenting Shares”) owned by holders of Shares who have validly exercised and perfected not effectively withdrawn or lost their dissent from the Merger appraisal rights pursuant to Section 238 of the Cayman Companies Law (the “Dissenting Shareholders”). In the event that the Company changes the number of Shares or securities convertible into or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, share stock split (including a reverse share stock split), share stock dividend or distribution, recapitalization, merger, issuer self-tender or exchange offer, or any other similar transaction, the Per Share Merger Consideration and the Per ADS Merger Consideration shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such change, be the Per Share Merger Consideration and the Per ADS Merger Consideration.

Effect on Issued Share Capital. At the Effective Time, as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or any other shareholders of the Company: (a) Merger Consideration. Each ordinary share, of no par value HK$0.025 per sharevalue, of the Company (each, a “Share” and or, collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing one Share (the “ADSs”), issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) shall be cancelled and cease to exist in exchange for the right to receive $1.80 US$3.90 in cash per Share without interest (the “Per Share Merger Consideration”). As each ADS represents one Share, each ADS issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares, shall also represent the right to receive $1.80 in cash without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in the Deposit Agreement (as defined below). At the Effective Time, all of the Shares (including other than any Dissenting Shares represented by ADSsthat shall be cancelled in accordance with Section 179 of the BVI Companies Act and any Rollover Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist and the register of members of the Surviving Company will be amended accordingly. Each Share recorded as issued in the register of members certificate formerly representing any of the Company immediately prior to the Effective Time other than an Excluded Share, including any Share represented by a certificate Shares (a “Share Certificate”) or any Share not non-certificated Shares represented by a Share Certificate book-entry (an “Uncertificated ShareBook-Entry Shares”), ) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any Dissenting Shares (as defined below) shall thereafter represent only the right to receive the applicable payments set forth in Section 4.2(e3.2(f). For purposes of this Agreement, “Excluded Shares” means, collectively, (i) any Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by Mx. Xxxxxxx Xxxx (“Mr. Hong”) or any Consortium Member Person controlled by Mr. Hong prior to the Effective Time (such Shares and ADSs owned by all Consortium Members, collectively, the “Rollover Founder Shares”), (ii) the Shares represented beneficially owned by ADSs held by JPMorgan Chase Bank, N.A. (the “Depositary”) for the Company which are reserved for issuance upon exercise certain holders of Company Options or the vesting of Company Restricted Shares (the “Reserved Rollover Shareholders”) as set forth on Appendix II hereto (the “Rollover Shares”) as well as Shares represented by ADSs previously repurchased by the Company (the “Repurchased Shares”), and (iii) Shares (the “Dissenting Shares”) owned by holders of Shares who have validly exercised and perfected not effectively withdrawn or lost their dissent from the Merger appraisal rights pursuant to Section 238 179 of the Cayman BVI Companies Law Act (the “Dissenting Shareholders”). In the event that the Company changes the number of Shares or securities convertible into or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, share stock split (including a reverse share stock split), share stock dividend or distribution, recapitalization, merger, issuer self-tender or exchange offer, or any other similar transaction, the Per Share Merger Consideration and the Per ADS Merger Consideration shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such change, be the Per Share Merger Consideration and the Per ADS Merger Consideration.

Effect on Issued Share Capital. At the Effective Time, as a result by virtue of the Merger and without any action on the part of the Company, ParentDiodes, Merger Sub or any other the shareholders of the Company: (a) Merger Consideration. Each ordinary share, par value HK$0.025 $0.001 per share, of the Company (each, a “Share” and or, collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing one Share six (6) Shares (the “ADSs”), issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) Shares, shall be cancelled and cease to exist in exchange for the right to receive US $1.80 1.33-1/3 in cash per Share without interest payable in the manner provided herein (the “Per Share Merger Consideration”). As each ADS represents one Sharesix (6) Shares, each ADS issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares, shall also represent the right to receive US $1.80 8.00 in cash without interest payable in the manner provided herein (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in the Deposit Agreement (as defined below)Agreement. At the Effective Time, all of the Shares (Shares, including Shares represented by ADSs) ADSs and Excluded Shares, shall cease to be outstanding, shall be cancelled and shall cease to exist exist, and the register of members of the Company will be amended accordingly. Each Share recorded as issued in the register of members of the Company immediately prior to the Effective Time (other than an each Excluded Share, including any Share represented by a certificate (a “Share Certificate”) or any Share not represented by a Share Certificate (an “Uncertificated Share”), shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any each Dissenting Shares (as defined below) Share shall thereafter represent only the right to receive the applicable payments set forth in Section 4.2(e2.1(j), and each Share and ADS owned by Diodes shall be treated pursuant to Section 2.1(b). For purposes of this Agreement, “Excluded Shares” means, collectively, (i) Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by any Consortium Member (such Shares and ADSs owned by all Consortium Members, collectively, the “Rollover Shares”), Diodes and (ii) Shares represented by ADSs held by JPMorgan Chase Bank, N.A. (the “Depositary”) for the Company which are reserved for issuance upon exercise of Company Options or the vesting of Company Restricted Shares (the “Reserved Shares”) as well as Shares represented by ADSs previously repurchased by the Company (the “Repurchased Shares”), and (iii) Shares (the “Dissenting Shares”) owned by holders of Shares who have validly exercised and perfected not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Cayman Companies Law (the “Dissenting Shares,” and holders of the Dissenting Shares, the “Dissenting Shareholders”). In the event that the Company changes the number of Shares or securities convertible into or exchangeable or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, share split subdivision (including a reverse share stock split), share dividend or distribution, recapitalization, merger, issuer self-tender or exchange offer, or any other similar transaction, the Per Share Merger Consideration and Consideration, the Per ADS Merger Consideration Consideration, and any other amounts payable pursuant to Section 2.2 shall be equitably appropriately adjusted to reflect such change and as so adjusted shall, from and after the date of such change, be the Per Share Merger Consideration and the Per ADS Merger Consideration.

Effect on Issued Share Capital. At the Effective Time, as a result of the Merger and without any further action on the part of the Company, Parent, Merger Sub or any other shareholders of the Company: (a) Merger Consideration. Each ordinary common share, par value HK$0.025 US$0.001 per share, of the Company (each, a “Share” and or, collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing one Share (the “ADSs”), ) issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) Shares, shall be cancelled and cease to exist in exchange for the right to receive $1.80 US$3.65 in cash per Share without interest (the “Per Share Merger Consideration”). As each ADS represents one Share, each ADS issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares, shall also represent the right to receive $1.80 in cash without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in the Deposit Agreement (as defined below). At the Effective Time, all of the Shares (including Shares represented by ADSs) shall cease to be outstanding, shall be cancelled and shall cease to exist and the register of members of the Company Surviving Corporation will be amended accordingly. Each Share recorded as issued in the register of members of the Company immediately prior to the Effective Time other than an Excluded Share, including any Share Shares formerly represented by a certificate (a “Share Certificate”) or any Share not and non-certificated Shares represented by a Share Certificate book-entry (an “Uncertificated ShareBook-Entry Shares”), ) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any Dissenting Shares (as defined below) shall thereafter represent only the right to receive the applicable payments set forth in Section 4.2(e3.2(f). For purposes of this Agreement, “Excluded Shares” means, collectively, (i) Shares and ADSs beneficially owned by certain holders of Shares (the “Rollover Shareholders”) as determined pursuant to Rule 13d-3 under the Exchange Act) by any Consortium Member set forth on Appendix 2 hereto (such Shares and ADSs owned by all Consortium Members, collectively, the “Rollover Shares”), (ii) Shares represented by ADSs held by JPMorgan Chase Bank, N.A. (the “Depositary”) for the Company which are reserved for issuance upon exercise of Company Options or the vesting of Company Restricted Shares (the “Reserved Shares”) as well as Shares represented by ADSs previously repurchased by the Company (the “Repurchased Shares”), and (iii) Shares (the “Dissenting Shares”) owned by holders of Shares who have validly exercised and perfected not effectively withdrawn or lost their dissent from the Merger appraisal rights pursuant to Section 238 179 of the Cayman BVI Companies Law Act (the “Dissenting Shareholders”) and (iii) Shares (if any) owned by the Company or any direct or indirect Wholly-Owned Subsidiaries of the Company (or held in the Company’s treasury). In the event that the Company changes the number of Shares or securities convertible into or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, share split (including a reverse share split), share dividend or distribution, recapitalization, merger, issuer self-tender or exchange offer, or any other similar transaction, the Per Share Merger Consideration and the Per ADS Merger Consideration shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such change, be the Per Share Merger Consideration and the Per ADS Merger Consideration, as applicable.

Effect on Issued Share Capital. At the Effective Time, as a result of the Merger and without any action on the part of the Company, Parentthe Strategic Investor, the Controlling Shareholder, Merger Sub or any other shareholders of the Company: (a) Merger Consideration. Each ordinary share, par value HK$0.025 $0.001 per share, of the Company (each, a “Share” and or, collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing one Share four Shares (the “ADSs”), issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) shall be cancelled and cease to exist in exchange for the right to receive $1.80 1.125 in cash per Share without interest (the “Per Share Merger Consideration”). As each ADS represents one Sharefour Shares, each ADS issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares, shall also represent the right to receive $1.80 4.50 in cash without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in the Deposit Agreement (as defined below). At the Effective Time, all of the Shares (including Shares represented by ADSs) shall cease to be outstanding, shall be cancelled and shall cease to exist and the register of members exist. Each certificate formerly representing any of the Company will be amended accordingly. Each Share recorded as issued in the register of members of the Company immediately prior to the Effective Time other than an Excluded Share, including any Share represented by a certificate Shares (a “Share Certificate”) or any Share not non-certificated Shares represented by a Share Certificate book-entry (an “Uncertificated ShareBook-Entry Shares”), ) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any Dissenting Shares (as defined below) shall thereafter represent only the right to receive the applicable payments set forth in Section 4.2(e4.2(f). For purposes of this Agreement, “Excluded Shares” means, collectively, (i) Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by any Consortium Member (such Shares and ADSs owned by all Consortium Members, collectivelyof the Strategic Investor, the “Rollover Shares”)Controlling Shareholder, Merger Sub or any other direct or indirect wholly owned Subsidiary of the Company, the Strategic Investor or the Controlling Shareholder, and in each case not held on behalf of third parties, and (ii) Shares represented by ADSs held by JPMorgan Chase Bank, N.A. (the “Depositary”) for the Company which are reserved for issuance upon exercise of Company Options or the vesting of Company Restricted Shares (the “Reserved Shares”) as well as Shares represented by ADSs previously repurchased by the Company (the “Repurchased Shares”), and (iii) Shares (the “Dissenting Shares”) owned by holders of Shares who have validly exercised and perfected not effectively withdrawn or lost their dissent from the Merger appraisal rights pursuant to Section 238 of the Cayman Companies Law (the “Dissenting Shareholders”). In ) (each of the event that the Company changes the number of Shares or securities convertible into or exchangeable or exercisable for Shares issued described in clauses (i) and outstanding prior to the Effective Time as a result of a reclassification, share split (including a reverse share splitii), share dividend or distribution, recapitalization, merger, issuer self-tender or exchange offer, or any similar transaction, the Per Share Merger Consideration and the Per ADS Merger Consideration shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such change, be the Per Share Merger Consideration and the Per ADS Merger Considerationan “Excluded Share”).

Effect on Issued Share Capital. At the Effective Time, as a result of the Merger and without any action on the part of the Company, Parentthe Controlling Shareholder, Merger Sub or any other shareholders of the Company: (a) Merger Consideration. Each ordinary share, par value HK$0.025 $0.01 per share, of the Company (each, a “Share” and or, collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing one Share twenty Shares (the “ADSs”), issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) shall be cancelled and cease to exist in exchange for the right to receive $1.80 1.05 in cash per Share without interest (the “Per Share Merger Consideration”). As each ADS represents one Sharetwenty Shares, each ADS issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares, shall also represent the right to receive $1.80 21.00 in cash without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in the Deposit Agreement (as defined below). At the Effective Time, all of the Shares (including Shares represented by ADSs) shall cease to be outstanding, shall be cancelled and shall cease to exist and the register of members exist. Each certificate formerly representing any of the Company will be amended accordingly. Each Share recorded as issued in the register of members of the Company immediately prior to the Effective Time other than an Excluded Share, including any Share represented by a certificate Shares (a “Share Certificate”) or any Share not non-certificated Shares represented by a Share Certificate book-entry (an “Uncertificated ShareBook-Entry Shares”), ) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any Dissenting Shares (as defined below) shall thereafter represent only the right to receive the applicable payments set forth in Section 4.2(e4.2(f). For purposes of this Agreement, “Excluded Shares” means, collectively, (i) Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by any Consortium Member (such Shares of the Controlling Shareholder, Merger Sub or any other direct or indirect wholly owned Subsidiary of the Company, or the Controlling Shareholder, and ADSs owned by all Consortium Membersin each case not held on behalf of third parties, collectively, the “Rollover Shares”), and (ii) Shares represented by ADSs held by JPMorgan Chase Bank, N.A. (the “Depositary”) for the Company which are reserved for issuance upon exercise of Company Options or the vesting of Company Restricted Shares (the “Reserved Shares”) as well as Shares represented by ADSs previously repurchased by the Company (the “Repurchased Shares”), and (iii) Shares (the “Dissenting Shares”) owned by holders of Shares who have validly exercised and perfected not effectively withdrawn or lost their dissent from the Merger appraisal rights pursuant to Section 238 of the Cayman Companies Law (the “Dissenting Shareholders”). In ) (each of the event that the Company changes the number of Shares or securities convertible into or exchangeable or exercisable for Shares issued described in clauses (i) and outstanding prior to the Effective Time as a result of a reclassification, share split (including a reverse share splitii), share dividend or distribution, recapitalization, merger, issuer self-tender or exchange offer, or any similar transaction, the Per Share Merger Consideration and the Per ADS Merger Consideration shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such change, be the Per Share Merger Consideration and the Per ADS Merger Considerationan “Excluded Share”).

Effect on Issued Share Capital. At the Effective Time, as a result of the Merger and without any action on the part of the Company, Holdings, Parent, Merger Sub or the holders of any other shareholders Shares (including Shares represented by ADSs) of the Company: (a) Merger Consideration. Each ordinary share, par value HK$0.025 $0.001 per share, of the Company (each, a “Share” and collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing one Share Shares (the “ADSs”), each representing 18 Shares, issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares and Shares owned by holders of Shares that have validly exercised and perfected and not effectively withdrawn or lost their appraisal or other rights pursuant to Section 238 of the Cayman Companies Law (as defined below) the “Dissenting Shareholders” and the Shares owned by the Dissenting Shareholders, the “Dissenting Shares”), shall be cancelled and cease to exist in exchange and shall be converted into and exchanged for the right to receive $1.80 0.50 in cash per Share without interest (the “Per Share Merger Consideration”), and each Dissenting Share shall be cancelled and cease to exist and shall thereafter represent only the right to receive the applicable payments set forth in Section 4.2(f). As each ADS represents one Share18 Shares, each ADS issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares and Dissenting Shares, shall also represent the right to receive $1.80 9.00 in cash without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in the Deposit Agreement (as defined below)Agreement. At the Effective Time, all of the Shares (including Shares represented by ADSs) shall cease to be outstanding, shall be cancelled and shall cease to exist and the register of members of the Company will be amended accordingly. Each Share recorded as issued in the register of members of the Company immediately prior to the Effective Time Time, other than an Excluded ShareShares and Dissenting Shares, including any Share Shares represented by a certificate or certificates (a the “Share CertificateCertificates”) or any Share and Shares not represented by a Share Certificate Certificates (an the “Uncertificated ShareShares”), shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any each Dissenting Shares (as defined below) Share shall thereafter represent only the right to receive the applicable payments set forth in Section 4.2(e4.2(f). For purposes of this Agreement, “Excluded Shares” means, collectivelycollectively (i) the Rollover Shares, (iii) Shares and ADSs beneficially owned (immediately prior to the Effective Time by the Company as determined pursuant treasury shares, held in brokerage accounts in the Company’s name, or issued to Rule 13d-3 the Depositary and reserved for future grants under the Exchange Act) by any Consortium Member (such Shares and ADSs owned by all Consortium Members, collectively, the “Rollover Shares”), (ii) Shares represented by ADSs held by JPMorgan Chase Bank, N.A. Company Plans (the “Depositary”) for the Company which are reserved for issuance upon exercise of Company Options or the vesting of Company Restricted Shares (the “Reserved Shares”) as well as Shares represented by ADSs previously repurchased by the Company (the “Repurchased Treasury Shares”), and (iii) such number of Shares owned by ChemExplorer Investment Holdings Limited and ChemPartner Investment Holdings Limited as are required to fully settle any and all Vested Company RSUs that are unsettled as of the Closing Date and were granted under (A) the Founder’s 2008 Equity and Performance Incentive Plan dated May 2008 or (B) the Company’s 2010 Share Incentive Plan (the “Dissenting Founder Plan RSU Shares”) owned by holders of Shares who have validly exercised and perfected their dissent from the Merger pursuant to Section 238 of the Cayman Companies Law (the “Dissenting Shareholders”). In the event that the Company changes the number of Shares or securities convertible into or exchangeable or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, share split (including a reverse share split), share dividend or distribution, recapitalization, merger, issuer self-tender or exchange offer, or any similar transaction, the Per Share Merger Consideration and the Per ADS Merger Consideration shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such change, be the Per Share Merger Consideration and the Per ADS Merger Consideration.