开曼群岛公司法章程(13)

effectiveness of such subdivision, be proportionately decreased. In the event the outstanding Common Shares shall be combined or

consolidated, by reclassification or otherwise, into a lesser number of Common Shares, the Series A Conversion Price then in effect shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased.

[Reserved].

(g) 普通股的分红利股、分拆、联合或合并的调整。如果正在流通的普通股被分拆（通过分红利股、股份拆分或其他方式）为更大的普通股数额，那么已生效的A系列转换价格应与该等分拆生效的同时按比例的减少。如果正在流通的普通股通过重新分类或其他方式被联合或合并为较小的普通股数额，那么已生效的A系列转换价格应与该等联合或合并生效的同时按比例的减少。 (h)

Adjustments for Other Distributions. In the event the Company at any time or from time to time makes, or files a record date for the determination of holders of Common Shares entitled to receive any distribution payable in securities or assets of the Company other than Common Shares then and in each such event provision shall be made so that the holders of the Series A Preferred Shares shall receive upon conversion thereof, in addition to the number of Common Shares receivable thereupon, the amount of securities or assets of the

Company which they would have received had their Series A Preferred Shares been converted into Common Shares on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities or

assets receivable by them as aforesaid during such period, subject to all

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other adjustment called for during such period under this Article 16 with respect to the rights of the holders of the Series A Preferred Shares.

(h) 其他配发的调整。如果公司为确定有权接受任何以除普通股外的公司证券或资产支付配发的普通股持有者而在任何时候或不时制订或编制的登记日期，那么在每次该等事件中，应当制定条款以使A系列优先股的持有者在转换公司证券或资产数额（除因此可接受的普通股数额以外的）时可以接受被保留的在上述期间内可接受的该等证券或资产（其应当已在该事件发生日和从该事件发生日至并包括转换日的期间内接受将其A系列优先股转换为普通股的证券或资产）。该等条款受限于所有基于本16条于该期限内进行的与A系列优先股持有者权利有关的其他调整。 (i)

Adjustments for Reclassification, Exchange and Substitution. If the Common Shares issuable upon conversion of the Series A Preferred Shares shall be changed into the same or a different number of shares of any other class or classes of shares, whether by capital

reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), then and in each such event the holder of each Series A Preferred Shares shall have the right thereafter to convert such share into the kind and amount of shares and other securities and property receivable upon such reorganization or reclassification or other change by holders of the number of Common Shares that would have been subject to receipt by the holders upon conversion of the Series A Preferred Shares immediately before that change, all subject to further adjustment as provided herein.

股份重新分类、臵换及更替的调整。如果在A系列优先股转换时可发行的普通股被转变为其他种类相同或不同数额的股份，无论是通过资产重组、重新分类或是其他方式（除上述的股份分拆或联合），那么在每一该等事件中，A系列优先股的持有者应有权将该股份转换为该重组或重新分类或其他改变时该数额普通股的持有者可接受的股份种类和总额。该数额受限于紧接该变化前的A系列优先股转换，并全部受限于其他此处所述的调整。[似有语句遗漏] (j)

No Impairment. The Company will not, by amendment of these Articles or its Memorandum of Association or through any

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(i)

reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be

observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of Article 16 and in the taking of all such action as may be necessary or

appropriate in order to protect the Conversion Rights of the Series A Preferred Shares against impairment.

(j)

无损失。公司不得通过修订章程或其公司大纲或通过任何重组、资产转让、合并、兼并、分解、发行或销售证券或其他任何自发行为，避免或寻求避免对在此应由公司遵守或履行的任何条款的遵守或履行；但是公司应善意的协助实施所有16条项下条款并采取所有必要的或适宜的措施以保护A系列优先股权利转换免受损失。 (k)

Certificate as to Adjustments. Upon the occurrence of each

adjustment or readjustment of the Series A Conversion Price pursuant to this Article 16, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred Shares a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of Series A Preferred Shares, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and

readjustments, (ii) the Series A Conversion Price, and (iii) the number of Common Shares and the amount, if any, of other property which at the time would be received upon the conversion of the Series A Preferred Shares.

(k) 调整证明。每一次基于本16条的A系列转换价格调整或再调整时，

公司应在负担相应的支出的前提下迅速的依据这里的条款计算出该等调整或再调整，并向每位A系列优先股持有者出具一份证明，阐明该等调整或再调整并详细的说明该等调整或再调整所依据的事实。任何一位A系列优先股持有者任何时候以书面提出请求，公司均应当向该持有者出具或促成出具一份相 …… 此处隐藏：3093字，全部文档内容请下载后查看。喜欢就下载吧 ……