Form, Exchange and Transfer
The debt securities will be issued, unless otherwise indicated in the applicable prospectus supplement, in fully registered form without
interest coupons and in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof.
You may exchange or
transfer your registered debt securities at the office of the registrar. The Bank of New York Mellon acts as our agent for registering debt securities in the names of holders and transferring registered debt securities. The entity performing the
role of maintaining the list of registered holders is called the registrar. It will also register transfers of the registered debt securities. We may also arrange for additional registrars, and may change registrars. We may also choose
to act as our own registrar.
You will not be required to pay a service charge for any registration of transfer or exchange of debt
securities, but you may be required to pay any tax or other governmental charge associated with the registration of transfer or exchange. The registration of transfer or exchange of a registered debt security will only be made if you have duly
endorsed the debt security or provided the registrar with a written instrument of transfer satisfactory in form to the registrar.
Payment and Paying
If your debt securities are in definitive registered form, we will pay interest to you if you are listed in the paying
agents records as a direct holder at the close of business on a particular day in advance of each due date for interest, even if you no longer own the debt securities on the interest due date. That particular day is called the record
date and will be stated in the applicable prospectus supplement.
We will pay interest, principal, additional amounts and any other
money due on global registered debt securities pursuant to the applicable procedures of the depositary or, if the debt securities are not in global form, at offices maintained for that purpose in New York, New York. These offices are called
paying agents. We may also choose to pay interest by mailing checks. We may also arrange for additional payment agents, and may change these agents, including our use of the paying agents specified office. We may also choose to act
as our own paying agent.
Regardless of who acts as paying agent, all money that we pay as principal, premium or interest to a paying
agent, or then held by us in trust, that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us, or if then held by us, discharged from trust. After that
two-year period, direct holders may look only to us for payment and not to the trustee, any other paying agent or anyone else.
Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.
Payment of Additional Amounts
payments of principal, premium and interest made by us in respect of the debt securities of each series will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of
whatever nature (Taxes) imposed or levied by or within the British Virgin Islands, the Cayman Islands, the PRC or any jurisdiction where we are otherwise considered by a taxing authority to be a resident for tax purposes (in each case,
including any political subdivision or any authority therein or thereof having power to tax) (the Relevant Jurisdiction), unless such withholding or deduction of such Taxes is required by law. If we are required to make such withholding
or deduction, we will pay such additional amounts (Additional Amounts) as will result in receipt by each holder of any debt securities of such amounts as would have been received by such holder had no such withholding or deduction of
such Taxes been required, except that no such Additional Amounts shall be payable:
in respect of any such Taxes that would not have been imposed, deducted or withheld but for the existence of any
connection (whether present or former) between the holder or beneficial owner of a