Relevant Indebtedness means any indebtedness which is in the form of, or represented
or evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be or are commonly, quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market.
NDRC Post-issue Filing
The Company will notify the Trustee if it does not file or cause to be filed with the NDRC the requisite information and documents required to
be filed with the NDRC within 10 PRC Business Days after the completion of the Notes issuance in accordance with the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and
) issued by the NDRC and which came into effect on September 14, 2015 and any implementation rules as issued by the NDRC as in effect at such time (the Post-Issuance Filing). Such notification to the
Trustee shall be made within 10 PRC Business Days after such failure to complete the Post-Issuance Filing.
PRC Business Day means a day other than a Saturday, Sunday or a day on which banking institutions in the PRC are authorized or
obligated by law, regulation or executive order to remain closed.
Legal Defeasance and Covenant Defeasance
The provisions of the indenture relating to legal defeasance and covenant defeasance, which are described under the heading Description
of Debt SecuritiesLegal Defeasance and Covenant Defeasance in the accompanying prospectus, will apply to the Notes, and in addition, we may also exercise Covenant Defeasance with respect to our obligations under the indenture and the
Notes that are described under the headings Repurchase Upon Triggering Event and Limitation on Liens above.
The Notes will not be subject to, nor entitled to the benefit of, any sinking fund.
Book-Entry; Delivery and Form
series of the Notes will be represented by one or more global notes that will be deposited with and registered in the name of DTC or its nominee for the accounts of its participants, including Euroclear Bank SA/NV (Euroclear) as operator
of the Euroclear System, and Clearstream Banking S.A. (Clearstream). We will not issue certificated Notes, except in the limited circumstances described below. Transfers of ownership interests in the global notes will be effected only
through entries made on the books of DTC participants acting on behalf of beneficial owners. You will not receive written confirmation from DTC of your purchase. The direct or indirect participants through whom you purchased the Notes should send
you written confirmations providing details of your transactions, as well as periodic statements of your holdings. The direct and indirect participants are responsible for keeping accurate account of the holdings of their customers like you. The
laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, transfer or pledge beneficial interests in the global notes.
You, as the beneficial owner of Notes, will not receive certificates representing ownership interests in the global notes, except in the
following limited circumstances: (1) DTC notifies us that it is unwilling or unable to continue as depositary or if DTC ceases to be eligible under the indenture and we do not appoint a successor depositary within 90 days; (2) we determine
that the Notes will no longer be represented by global notes and execute and deliver to the trustee an officers certificate to such effect; or (3) an event of default with respect to the Notes will have occurred and be continuing. These
certificated Notes will be registered in such name or names as DTC will instruct the trustee and the agents. It is expected that such instructions may be based upon directions received by DTC from participants with respect to ownership of beneficial
interests in global notes.