开曼群岛公司法章程

股是在行使该等期权或转换或臵换该等可转换证券时现实发行的普通股。为此接受的对价是无论是否行使公司为发行所有该等期权而现实接受的对价；是公司在行使时或为发行所有被现实转换或臵换的可转换证券而现实接受的对价；是在该等转换或臵换时公司现实接受的额外对价（如有）。 (B)

in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Company for the Additional Common Shares deemed to have been then issued was the consideration actually received by the Company for the issue of all such Options, whether or not exercised, plus the

consideration deemed to have been received by the Company upon the issue of the Convertible Securities with respect to which such Options were actually exercised;

(B) 就可转换证券的期权而言，只有在其行使时现实发行的可转

换证券（如有）被发行。公司为该等被视为已发行的额外普

通股而接受的对价是公司无论是否行使为发行所有该等期权而现实接受的对价，加上在与该等期权现实行使有关的可转换证券发行时，现实接受的对价。

(iv)

no readjustment pursuant to clause (ii) or (iii) above shall have the effect of increasing the Series A Conversion Price to an amount which exceeds the lower of (i) the Series A Conversion Price on the original adjustment date, or (ii) the Series A

Conversion Price that would have resulted from any issuance of Additional Common Shares between the original adjustment date and such readjustment date; and

(iv) 不得根据上述本条的(ii)或(iii)对转换价格进行再调整，而将A系

列转换价格增加至超过以下价格的较低水平：(i)原始调整日的A系列转换价格(ii)由原始调整日至该等再调整日期间的任何额外普通股的发行导致的A系列转换价格。

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(v)

in the case of any Options which expire by their terms not more than 30 days after the date of issue thereof, no adjustment of the Series A Conversion Price shall be made until the

expiration or exercise of all such Options, whereupon such adjustment shall be made in the manner provided in clause (iii) above.

(v) 就根据其条款于发行日后30日内失效的任何期权而言，在所有

该等期权失效或行使前，不得对A系列转换价格进行任何调整，因此，该等调整应按本条(iii)规定的方式进行调整。

(d)

Adjustment of Conversion Price Upon Issuance of Additional Common Shares. In the event that after the Series A Original Issue Date this Company shall issue Additional Common Shares without consideration or for a consideration per share received by the Company (net of any selling concessions, discounts or commissions) less than the Series A Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the Series A Conversion Price shall be reduced, concurrently with such issue, to a price equal to the consideration per share for which such Additional Common Shares are issued. If such Additional Common Shares are issued for no consideration, then the consideration per share shall be deemed to be the then current per share par value of Common Shares.

(d) 发行额外普通股时对转换价格的调整。如果本公司于A系列原始发行

日后以无对价或以公司接受的低于发行日或紧接发行日前生效的A系列转换价格为每股对价发行额外普通股，那么在该等情况下，A系列转换价格应于该等发行相一致的被减少，减少至与该等额外普通股发行的每股对价相等的价格。如果该等额外普通股以无对价发行，那么每股对价应被视为当时的每股普通股票面价值。 (e)

Determination of Consideration. For purposes of this Article 16, the consideration received by the Company for the issue of any Additional Common Shares shall be computed as follows:

(e) 对价的确定。基于本16条的目的，公司为发行任何额外普通股而接受

的对价应按如下计算：

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(i)

(i)

(A)

Cash and Property. Except as provided in clause (ii) below, such consideration shall:

现金与资产。除下面(ii)规定外，该等对价应：

insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company excluding amounts paid or payable for accrued interest or accrued dividends;

(A) 在其包含的现金范围，是以公司接受的排除已付金额或待付

利息或待付股息的现金总额计算；

(B)

insofar as it consists of property other than cash, be computed at the fair value thereof at the time of such issue, as determined in good faith by the Directors; provided, however, that no value shall be attributed to any services performed by any employee, officer or director of the Company; and

(B) 在其包含的现金以外的资产范围，是以该发行时的公平价值

计算。然而倘若任何公司员工、管理人员或董事履行的服务没有创造任何价值，则可由董事善意的确定；

(C)

in the event Additional Common Shares are issued

together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received with respect to such Additional Common Shares, computed as provided in clauses (A) and (B) above, as determined in good faith by the Directors.

(C) 如果额外普通股与其他股份或证券或其他公司资产以包含

双方的对价一起发行，对价应是该等与额外普通股有关的被接受的对价的一定比例，并按上述（A）和（B）计算，由董事善意的确定。

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(ii)

Options and Convertible Securities. The consideration per share received by the Company for Additional Common Shares deemed to have been issued pursuant to Article 16(c), relating to Options and Convertible Securities, shall be determined by dividing

(ii) 期权与可转换证券。公司为根据第16条被视为已发行的额外普

通股而接受的与期权和可转换证券相关的每股对价应通过以下区分确定：

(x)

the total amount, if any, received or receivable by the Company (net of any selling concessions, discounts or commissions) as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities by

(X) 公司已接受的和可接受的（如有），为发行该等期权和可转

换证券的对价总额（排除任何出售的减让、折扣和佣金）；加上行使该等期权和转换或臵换该可转换证券时或在可转换证券的期权和转换或臵换该等可转换证券情况下应向公司支付的最小额外对价总额（如相关法律文件中所述，但不是指其中所包含的与随后该对价调整有关的条款）

(y)

the maximum number of Common Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

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