LETTER FROM THE BOARD
Basis of calculation of market value of scrip dividend
The Company is committed to ensuring consistent and equitable treatment for both our holders of Shares and ADSs. This imperative extends not
only to the Special Dividend per Share/ADS in cash, but also to a consistent scrip entitlement ratio. Given the observed price differences between the Companys Shares and ADSs, adopting different reference prices for holders of Shares and ADSs
could result in divergent scrip entitlement ratios and potential unequal treatment between holders of Shares and ADSs.
As the trading
liquidity of the ADSs is substantially higher than that of the Shares and the majority of our investors base, excluding the Substantial Shareholder and the Controlling Shareholders, holds our Shares solely in the form of the ADSs, the Company
believes the ADS price provides a more current and fairer representation of the Companys market value. Consequently, both the Reference Price per Share and the Reference Price per ADS have been set based on the average closing price of the
ADSs and will be respectively applied to calculate the number of new Shares or ADSs which an eligible holder of Shares or ADSs is entitled to receive in respect of the Special Dividend.
EFFECT OF THE SCRIP DIVIDEND SCHEME
Based on the above, for illustration purpose only, if all holders of Shares and holders of ADSs elect to receive the Special Dividend in new
Shares and ADSs (as the case may be), a total of approximately 1,231,559,884 new Shares (including Shares and Shares underlying ADSs) would be issued. Whereas, if all holders of Shares and holders of ADSs elect to receive the Special Dividend in
cash, a total cash dividend of approximately US$1,387,967,989 would be payable by the Company.
The new Shares and ADSs will be issued by
way of capitalization of the Share Premium Account and are not renounceable.
ADJUSTMENTS TO OPTIONS, PERFORMANCE SHARE UNITS AND THE PING AN
CONVERTIBLE PROMISSORY NOTES
In accordance with the terms and conditions of the 2014 Share Incentive Plan and the 2019 Performance
Share Unit Plan, the numbers and prices of options under the 2014 Share Incentive Plan and the numbers and prices of performance share units under the 2019 Performance Share Unit Plan may be subject to adjustment upon, among other things, alteration
in the capital structure of the Company by way of capitalization issue. As such, the payment of the Special Dividend and the issue of new Shares and ADSs under the Scrip Dividend Scheme may result in such adjustment(s). The Board may make such
corresponding adjustment(s) with respect to the numbers and prices of options, performance share units and/or Shares, to ensure that (i) any such adjustment(s) should give each grantee the same proportion of the equity capital of the Company,
rounded to the nearest whole Share, as that to which that grantee was previously entitled prior to such adjustment(s), and (ii) no such adjustment(s) shall be made which would result in a Share being issued at less than its nominal value.
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