adjusted as a result of and in accordance with Article 16(g);
(D) 作为任何不影响公司已发行股本总额的分拆或合并、资本重
组或类似运作的结果已发行或可发行的股份，倘若A系列
转换价格在该等股东权益证券发行之前已经依据16(g)或作为其结果被调整。 (E)
(E) 根据公司在具备资格的首次公开发行中的认购报价已发行
或可发行的股份。
(F)
upon exercise or conversion of outstanding Options issued and outstanding as of the Series A Original Issue Date.
issued or issuable pursuant to an offer for subscription made by the Company upon a Qualified IPO; and
(F) 基于正在流通的已发行期权的行使或转换并在A系列原始
发行日正在流通的股份。
(b)
No Adjustment of Conversion Price. No adjustment in the Series A Conversion Price shall be made in respect of the issuance of Additional Common Shares unless the consideration per share for an Additional Common Share issued or deemed to be issued by the Company is less than the Series A Conversion Price in effect on the date of and immediately prior to such issue.
(b) 不得调整的转换价格。与额外普通股的发行有关的A系列转换价格不
得调整，除非公司已发行或被视为已发行的额外普通股的每股对价低于在该等发行日或紧接该发行日之前生效的转换价格的[ ]％。 (c)
Deemed Issue of Additional Common Shares. Subject to Article 16(b) above, in the event the Company at any time or from time to time after the Series A Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of
26
any class of securities entitled to receive any such Options or
Convertible Securities, then the maximum number (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number that would result in an adjustment pursuant to clause (ii) below) of Common Shares issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be
Additional Common Shares issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that:
(c) 额外普通股的视为发行。根据上述16(b)，如果公司于A系列原始发
行日后的任何时候或不时发行任何期权或可转换证券或为有权接受任何该等期权或可转换证券的持有者确定任何类别的证券设定登记日期，那么普通股可发行的最大数额应被视为在该次发行或该登记日期应被固定的情况下，在该登记日期的营业截止时的额外普通股，如果：
(i)
no further adjustment in the Series A Conversion Price shall be
made upon the subsequent issue of Convertible Securities or Common Shares upon the exercise of such Options or conversion or exchange of such Convertible Securities;
(i)
在可转换证券或普通股基于该等期权的行使或该等可转换证券的转换或臵换的随后发行中，不得进行对A系列转换价格的其他调整。 (ii)
if such Options or Convertible Securities by their terms provide,
with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, or
increase or decrease in the number of Common Shares issuable, upon the exercise, conversion or exchange thereof, the Series A Conversion Price computed upon the original issue of such Options or Convertible Securities (or upon the occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;
27
(ii) 如果随着时间的经过或基于其他原因，在该等行使、转换或臵换
时，该等期权或可转换证券依据其条款对任何应向公司支付的对
价有任何的增加或减少，或对可发行普通股份的数额上有任何增加或减少，在该等期权或可转换证券的原始发行时（或在与此相关的登记日期发生时）被计算的，并任何随后基于上述而调整的A系列转换价格应当在该等增加或减少生效时被重新计算，以反映在其影响该等期权或转换或臵换该等可转换证券的权利时的上述增加或减少。 (iii)
upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Series A Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if:
(iii) 当该等已不得被行使的期权或转换或臵换可转换证券的权利终
止时，在原始发行时（或在与此相关的登记日期发生时）被计算
的，并任何随后基于上述而调整的A系列转换价格，应在该等终止时被重新计算，
(A)
in the case of Convertible Securities or Options for Common Shares, the only Additional Common Shares issued were Common Shares, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the
consideration received therefor was the consideration actually received by the Company for the issue of all such Options, whether or not exercised, plus the
consideration actually received by the Company upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange, and
(A) 就普通股的可转换证券或期权而言，唯一已发行的额外普通
28
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。
29
(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：
30