Common use of Treatment of Shares and ADSs Clause in Contracts

Treatment of Shares and ADSs. At the Effective Time, by virtue of the Merger and without any action on the part of THL, Parent, the Company or the holders of any securities of the Company: (a) each Class A Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and Shares represented by ADSs) shall be cancelled in exchange for the right to receive US$9.00 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.03; (b) each American Depositary Share, representing one (1) Class A Share (an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), together with each Share represented by such ADS, shall be cancelled in exchange for the right to receive US$9.00 in cash per ADS without interest (the “Per ADS Merger Consideration”), pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; provided that in the event of any conflict between this Agreement and the Deposit Agreement, provisions in this Agreement shall apply; (c) all of the Shares, including Shares represented by ADSs (other than the Excluded 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 will be amended accordingly; (d) after the closing under the Share Purchase Agreement and the closing under the Contribution Agreement, all 130,917,250 Class A Shares and 151,557,875 Class B Shares held by Parent that are issued and outstanding immediately prior to the Effective Time shall be converted into 130,917,250 Class A ordinary shares, par value US$0.001 per share, of the Surviving Company and 151,557,875 Class B ordinary shares, par value US$0.001 per share, of the Surviving Company, respectively, all of which shall be registered in the name of THL. Other than the Class A Shares and Class B Shares held by Parent, all other Excluded Shares and ADSs representing the Excluded Shares shall be cancelled and shall cease to exist without payment of any consideration or distribution therefor; and (e) each Class A ordinary share, par value US$0.001 per share, of Parent and each Class B ordinary share, par value US$0.001, of Parent issued and outstanding immediately prior to the Effective Time shall be cancelled and shall cease to exist without payment of any consideration or distribution therefor.

Treatment of Shares and ADSs. At the Effective Time, by virtue of the Merger and without any action on the part of THL, Parent, the Company or the holders of any securities of the Company: (a) each Class A Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and Shares represented by ADSs) shall be cancelled in exchange for the right to receive US$9.00 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section ‎Section 2.03; (b) each American Depositary Share, representing one (1) Class A Share (an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), together with each Share represented by such ADS, shall be cancelled in exchange for the right to receive US$9.00 in cash per ADS without interest (the “Per ADS Merger Consideration”), pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; provided that in the event of any conflict between this Agreement and the Deposit Agreement, provisions in this Agreement shall apply; (c) all of the Shares, including Shares represented by ADSs (other than the Excluded 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 will be amended accordingly; (d) after the closing under the Share Purchase Agreement and the closing under the Contribution Agreement, all 130,917,250 Class A Shares and 151,557,875 Class B Shares held by Parent that are issued and outstanding immediately prior to the Effective Time shall be converted into 130,917,250 Class A ordinary shares, par value US$0.001 per share, of the Surviving Company and 151,557,875 Class B ordinary shares, par value US$0.001 per share, of the Surviving Company, respectively, all of which shall be registered in the name of THL. Other than the Class A Shares and Class B Shares held by Parent, all other Excluded Shares and ADSs representing the Excluded Shares shall be cancelled and shall cease to exist without payment of any consideration or distribution therefor; and (e) each Class A ordinary share, par value US$0.001 per share, of Parent and each Class B ordinary share, par value US$0.001, of Parent issued and outstanding immediately prior to the Effective Time shall be cancelled and shall cease to exist without payment of any consideration or distribution therefor.