the issue date, the issue price and the first payment of interest). Additional Notes issued in this manner will be consolidated with the previously outstanding Notes of the relevant series to
constitute a single series of the Notes of such series. We will not issue any additional Notes with the same CUSIP, ISIN or other identifying number as any Notes offered hereby unless the additional Notes are fungible with the outstanding Notes of
the relevant series for U.S. federal income tax purposes.
We may, at any time upon giving not less than 30 nor more than 60 days notice to holders of the relevant series of the Notes (which
notice shall be irrevocable), redeem that series of the Notes, in whole or in part, at a redemption amount equal to the greater of:
||100% of the principal amount of the Notes to be redeemed; and |
||the make whole amount, which means the amount determined on the fifth Business Day before the redemption date equal to the sum of (i) the present value of the principal amount of the Notes to be redeemed, assuming
a scheduled repayment thereof on the stated maturity date, plus (ii) the present value of the remaining scheduled payments of interest to and including the stated maturity date, in each case discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, the actual number of days elapsed) at the Treasury Yield plus
20 basis points in the case of the 2022 Notes and 25 basis points in the case of the 2027 Notes, |
plus, in each case, accrued and unpaid
interest on the Notes to be redeemed, if any, to, but not including, the redemption date; provided that the principal amount of a Note remaining outstanding after redemption in part shall be US$200,000 or an integral multiple of US$1,000 in excess
Business Day means a day other than a Saturday, Sunday or a day on which banking institutions or trust companies in
The City of New York, Hong Kong or Beijing are authorized or obligated by law, regulation or executive order to remain closed.
Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes of the applicable series to be redeemed.
Comparable Treasury Price means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if we obtain fewer than three such Reference Treasury Dealer Quotations, the average of all quotations obtained.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by us.
Reference Treasury Dealer means each of any three investment banks of recognized standing that is a primary U.S. government
securities dealer in the United States, selected by us in good faith.
Reference Treasury Dealer Quotation means, with respect
to each Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by
such Reference Treasury Dealer as of 5:00 p.m., New York City time, on the fifth Business Day before such redemption date.
Yield means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the fifth Business Day before such redemption date) of the Comparable Treasury Issue, calculated using a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.