Common use of Settlement Upon Conversion Clause in Contracts

Settlement Upon Conversion. Upon conversion, we will deliver to holders, in respect of each US$1,000 principal amount of notes being converted, a number of ADSs equal to the applicable conversion rate as of the relevant conversion date, together with a cash payment in lieu of any fractional ADSs issuable upon conversion based on the last reported sale price of our ADSs on the relevant conversion date. We will deliver the consideration due in respect of any conversion on the fifth business day immediately following the relevant conversion date. Each conversion will be deemed to have been effected as to any notes surrendered for conversion on the conversion date, and the person in whose name the ADSs shall be issuable upon such conversion will become the holder of record of such ADSs as of the close of business on such conversion date. The “last reported sale price” of our ADSs on any date means the closing sale price per ADS (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which our ADSs are traded. If our ADSs are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “last reported sale price” will be the average of the last quoted bid and ask prices for our ADSs in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If our ADSs are not so quoted, the “last reported sale price” will be the average of the mid-point of the last bid and ask prices for our ADSs on the relevant date from each of at least three nationally recognized independent investment banking firms selected by us for this purpose.

Settlement Upon Conversion. Upon conversion, we will deliver to holders, holders in respect of each US$$1,000 principal amount of notes being converted, converted a number of ADSs shares of our common stock equal to the applicable conversion rate as of and the relevant conversion dateinterest make-whole payment, if applicable, together with a cash payment in lieu of delivering any fractional ADSs share of common stock issuable upon conversion based on the last reported sale price of our ADSs common stock on the relevant conversion date. We will deliver the consideration due in respect of any conversion on the fifth second business day immediately following the relevant conversion date. Each conversion will be deemed to have been effected as to any notes surrendered for conversion on the conversion date, and the person in whose name the ADSs shares of our common stock shall be issuable upon such conversion will become the holder of record of such ADSs shares as of the close of business on such conversion date. The “‘‘last reported sale price” ’’ of our ADSs common stock on any date means the closing sale price per ADS share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which our ADSs are common stock is traded. If our ADSs are common stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “‘‘last reported sale price” ’’ will be the average of the last quoted bid and ask prices price for our ADSs common stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If our ADSs are common stock is not so quoted, the “‘‘last reported sale price” ’’ will be the average of the mid-point of the last bid and ask prices for our ADSs common stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by us for this purpose.