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Item 1 a. The name of the issuer is Apellis Pharmaceuticals, Inc. Item 1 b. Item 2 a. This statement is filed by Hillhouse Capital Management, Ltd. Hillhouse Capital is hereby deemed to be the sole beneficial owner of, and to solely control the voting and investment power of, the shares of Common Stock held by Fund II, Gaoling and YHG. Item 2 b. Item 2 c. Cayman Islands. Item 2 d. Item 2 e. Item 3. Broker or dealer registered under Section 15 of the Act;. Bank as defined in Section 3 a 6 of the Act;.

Insurance company as defined in Section 3 a 19 of the Act;. Investment company registered under Section 8 of the Investment Company Act of ;. An investment adviser in accordance with Rule 13d-1 b 1 ii E ;. A non-U. Group, in accordance with Rule 13d-1 b 1 ii K. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 50,, shares of Common Stock as reported in the Company's Quarterly Report on Form Q for the quarterly period ended September 30, filed with the Securities and Exchange Commission on December 20, Stay informed and up-to-date on your network with RelSci news and business alerting service.

Nurture your network and further your business goals with smart intelligence on the people and companies that matter most to you. Browse in-depth profiles on 12 million influential people and organizations. Find RelSci relationships, employment history, board memberships, donations, awards, and more. Explore notable alumni from top universities and organizations. Expand your fundraising pool and make warm introductions to potential new business connections. Harness the power of your relationships with RelSci Pro, the powerful platform for identifying relationship-driven business opportunities and connections that can propel your career forward.

Type of Company. Company Description. Trending People. Infosys Ltd. Organization for Economic Cooperation and Development.

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Item 1 a. The name of the issuer is Apellis Pharmaceuticals, Inc. Item 1 b. Item 2 a. This statement is filed by Hillhouse Capital Management, Ltd. Hillhouse Capital is hereby deemed to be the sole beneficial owner of, and to solely control the voting and investment power of, the shares of Common Stock held by Fund II, Gaoling and YHG.

Item 2 b. Item 2 c. Cayman Islands. Item 2 d. Item 2 e. Item 3. Broker or dealer registered under Section 15 of the Act;. Bank as defined in Section 3 a 6 of the Act;. Insurance company as defined in Section 3 a 19 of the Act;. Investment company registered under Section 8 of the Investment Company Act of ;. An investment adviser in accordance with Rule 13d-1 b 1 ii E ;. A non-U. Group, in accordance with Rule 13d-1 b 1 ii K. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 50,, shares of Common Stock as reported in the Company's Quarterly Report on Form Q for the quarterly period ended September 30, filed with the Securities and Exchange Commission on December 20, Hillhouse Capital Management Ltd.

Stay informed and up-to-date on your network with RelSci news and business alerting service. Nurture your network and further your business goals with smart intelligence on the people and companies that matter most to you. Browse in-depth profiles on 12 million influential people and organizations. Find RelSci relationships, employment history, board memberships, donations, awards, and more.

Explore notable alumni from top universities and organizations. Expand your fundraising pool and make warm introductions to potential new business connections. Harness the power of your relationships with RelSci Pro, the powerful platform for identifying relationship-driven business opportunities and connections that can propel your career forward.

Type of Company. Company Description. Trending People. Infosys Ltd.

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The Initial Call Option shall be and become void and of no value and shall terminate and no longer be outstanding if and to the extent not exercised prior to the expiry of the Initial Exercise Period. The Subsequent Call Option may be exercisable, in whole or in part and from time to time, on or after the date that is the earlier of i the date when the Purchasers purchase additional Shares directly from the Company via private placement s following the Initial Exercise Period Start Date and ii the date that is days after the date hereof, unless as otherwise mutually agreed by the parties hereto, and prior to the one-year anniversary of such date the.

The Subsequent Call Option shall be and become void and of no value and shall terminate and no longer be outstanding if and to the extent not exercised prior to the expiry of the Subsequent Exercise Period. Exercise of the Call Options. In the event that any Call Option is exercised in part and has not expired, the number of Shares that are purchased by the Purchasers upon such exercise shall be excluded from the number of outstanding Shares that remains to be purchasable upon exercise of such Call Option.

Each Call Option shall be deemed to have been exercised and the Shares to be transferred upon such exercise shall be deemed to have been transferred immediately prior to the close of business on the date such Call Option is exercised in accordance with its terms, and the person entitled to receive the Shares to be transferred upon such exercise shall be treated for all purposes as the holder of record of such Shares as of the close of business on such date.

No fractional shares or scrip representing fractional Shares shall be transferred upon the exercise of each Call Option. In lieu of such fractional Share to which the Purchaser would otherwise be entitled, the Grantors shall deduct from the proceeds being paid by the Purchasers to the Grantors an amount equal to the Exercise Price multiplied by such fraction.

Each Grantor represents and agrees that i each Grantor will be the sole beneficial and record owner of the corresponding portion of Shares subject to the Call Options upon exercise of relevant options under the Company Share Plans as defined below , and will be entitled to sell and transfer the full legal and beneficial ownership in such Shares to the Purchasers, free and clear of all and any pledge, lien, security interest, transfer restriction, encumbrance, claim or equitable interest; and ii upon the update of the register of members of the Company on the date of exercise, each Purchaser will have valid title to the applicable Shares, and such Shares will be duly and validly issued, fully paid and non-assessable, in each case of i and ii other than such obligations created pursuant to this Letter or with respect to applicable laws and regulations.

Each Grantor further represents and agrees that the Shares subject to the Call Options shall have been issued to such Grantor under an effective registration statement on Form S-8 upon exercise of such options. To the extent permitted by law, the obligations of the Grantors to transfer and deliver Shares in accordance with and subject to the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Purchasers to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Purchasers or any other person or entity of any obligation to the Grantors or any violation or alleged violation of law by the Purchasers or any other person or entity, and irrespective of any other circumstance that might otherwise limit the obligation of the Grantors to the Purchasers in connection with the transfer of Shares.

Each Grantor agrees to be responsible for the payment of any and all income, transfer and other taxes, filing and recording fees and similar charges imposed on such Grantor under applicable laws relating to the transactions contemplated herein. Representations and Warranties; Covenants. Each Grantor represents and warrants, with respect to himself or herself, to the Purchasers as of the date hereof as follows:.

Such Grantor has the full capacity and power to enter into this Letter pursuant hereto and to consummate the transactions contemplated herein. Such Grantor is not insolvent. The execution, delivery and performance by such Grantor of this Letter and the consummation by such Grantor of the transactions contemplated hereby will not x conflict with, or constitute a default or an event which with notice or lapse of time or both would become a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material contract or agreement to which such Grantor is a party, or y result in a violation of any law applicable to such Grantor, except in each case, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, have a material adverse effect on the ability of such Grantor to perform his or her obligations hereunder.

In connection with the entering into and performance of this Letter, such Grantor is not required to obtain any consent, authorization or order of, or make any filing or registration with, x any governmental authority or the Company in order for him or her to execute, deliver or perform any of his or her obligations under or contemplated hereby, except any filing or report required to be made with or submitted to the SEC or the State Administration of Foreign Exchange of the PRC, or y any third party pursuant to any material agreement, indenture or instrument to which such Grantor is a party, in each case in accordance with the terms hereof or thereof other than such as have been made or obtained.

As of the date of this Letter, the Grantors are collectively entitled to such number of Shares issued or issuable upon exercise of the outstanding vested and exercisable options granted to them under the Company Share Plans that are not less than the number of Shares subject to the Call Options hereunder. During the period from the date hereof until the expiry of the applicable Exercise Period, the Grantors agree not to assign, hypothecate, donate, encumber or otherwise dispose of such applicable Shares or vested and exercisable options, and shall collectively beneficially own and retain such number of Shares or vested and exercisable options that is no less than the number of Shares subject to the applicable Call Options hereunder.

No portion of the Exercise Price will be received indirectly by the Company. At no time has such Grantor presented any Purchaser with or solicited any Purchaser through any publicly issued or circulated newspaper, mail, radio, television or other form of general advertisement or solicitation in connection with the transfer. Each Grantor i is able to evaluate the risks and benefits of the transactions contemplated hereunder, ii has adequate information to make an informed decision regarding the sale of the Shares, and iii has independently and without reliance upon any Purchaser, and based on such information and the advice of such advisors as such Grantor has deemed appropriate, made his or her own analysis and decision to enter into this Letter.

Each Grantor acknowledges that none of the Purchaser nor any of their Affiliates or agents are acting as a fiduciary or financial or investment adviser to such Grantor, and that none of the Purchasers nor any of their Affiliates or agents has. None of such Grantor nor any of his or her Affiliates is a party to any agreement, arrangement or understanding with any person or entity that would give rise to any valid right, interest or claim against or upon such Grantor or the Purchasers for any.

Each Purchaser represents and warrants, with respect to itself, to the Grantors as of the date hereof as follows:. Such Purchaser is duly formed, validly existing and in good standing under the laws of the Cayman Islands. Such Purchaser has all requisite power and authority to carry on its business as it is currently being conducted. Such Purchaser has the requisite power and authority to execute and deliver this Letter and perform its obligations hereunder. The execution, delivery and performance of this Letter and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite company action by such Purchaser and no other actions or proceedings on the part of such Purchaser is necessary to authorize the execution and delivery by it of this Letter, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Letter.

The execution, delivery and performance by such Purchaser of this Letter and the consummation by such Purchaser of the transactions contemplated hereby will not x result in a violation of the organizational or constitutional documents of such Purchaser, y conflict with, or constitute a default or an event which with notice or lapse of time or both would become a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material contract to which such Purchaser is a party, or z result in a violation of any law applicable to such Purchaser, except in the case of clauses y and z above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder.

In connection with the entering into and performance of this Letter, such Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration with, x any governmental authority in order for it to execute, deliver or perform any of its obligations under or contemplated hereby, except any filing or report required to be made with or submitted to the SEC including a report of beneficial ownership on Schedule 13D or Schedule 13G, a report of Section 13 f securities holding on Form F, and any amendment thereto or y any third party pursuant to any material agreement, indenture or instrument to which such Purchaser is a party, in each case in accordance with the terms hereof or thereof other than such as have been made or obtained.

The Grantors shall use their commercial reasonable efforts to cause the Company to include the Shares purchased by the Purchasers upon exercise of the Call Options hereunder in an effective registration statement in accordance with the provisions of the Securities Act, for sale, resale or other disposition of such Shares. Notwithstanding anything to the contrary herein, without the prior written consent of any Purchaser regardless of whether such Purchaser then holds any Securities , each Grantor shall not, and each Grantor shall cause each of his or her Affiliates not to, use, publish or reproduce the name of such Purchaser or its Affiliates or any similar name, trademark or logo in any of their marketing, advertising or promotion materials governmental or regulatory filings or otherwise for any marketing, advertising, promotional or filing purposes.

Transfer Restrictions; Compliance with Securities Laws. By acceptance of this Letter, each Purchaser agrees to comply with the following:. The Call Options may not be transferred or assigned in whole or in part without the prior written consent of the Grantors, and any attempt by the Purchasers to transfer or assign any rights, duties or obligations that arise under this Letter without such permission shall be void; provided , however , that the Purchasers may assign the Call Options to an Affiliate of any of the Purchasers without the prior written consent of the Grantors.

Each Purchaser agrees not to make any sale, assignment, transfer or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until i pursuant to an effective registration statement under the Securities Act, or ii in a public sale in accordance with Rule under the Securities Act, or iii otherwise permited under applicable securities laws.

Each certificate, instrument or book entry representing the Securities shall unless otherwise permitted by the provisions of this Letter be notated with a legend substantially similar to the following in addition to any legend required by state securities laws :. Subject to the expiration of the Call Options, the number and kind of Shares purchasable hereunder and the Exercise Price therefor are subject to adjustment from time to time, as follows:.

In case of the approval of any shareholders of the Company shall be required in connection with any reclassification of the Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the. In the event that the outstanding Shares are subdivided by stock split, by payment of a stock dividend or otherwise into a greater number of shares of such securities, the number of Shares to be transferred upon exercise hereof immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the outstanding Shares are combined by reclassification or otherwise into a lesser number of shares of such securities, the number of Shares to be transferred upon exercise hereof immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately decreased, and the Exercise Price shall be proportionately increased.

No Rights as a Shareholder. Nothing contained herein shall entitle the Purchasers to any rights as a shareholder of the Company or to be deemed the holder of any securities that may at any time be transferred to it upon exercise hereof for any purpose nor shall anything contained herein be construed to confer upon the Purchasers, as such, any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance or otherwise or to receive notice of meetings, or to receive dividends or subscription rights or any other rights of a shareholder of the Company until the rights under the Call Options shall have been exercised and the Shares purchasable upon exercise of the rights hereunder shall have become deliverable as provided herein.

The Grantors and the Purchasers agree that A the obligations of transfer and sale of Shares by the Grantors to the Purchasers upon exercise of the Call Options shall be jointly performed by the Grantors, and the Grantors shall have the sole discretion to determine their internal allocation of Shares under the Call Options, and B the proceeds received by each Grantor herein shall be the amount equal to x the Exercise Price multiplied by y the number of Shares being sold and transferred by such Grantor to the Purchasers upon exercise of the Call Options.

Except as expressly provided herein, neither this Letter nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Letter and signed by the Purchasers and the Grantors. No waiver of any single breach or default shall be deemed a waiver of any other breach or default theretofore or thereafter occurring.

Except as may be otherwise provided herein, any notices, consents, waivers or other communications required or permitted to be given under the terms of this Letter must be in writing and will be deemed to have been delivered: a upon receipt, when delivered personally; or b one 1 business day after deposit with an internationally recognized overnight courier service; or c when sent by confirmed electronic mail if sent during normal business hours of the recipient, or if not, then on the next business day, in each case properly addressed to the party to receive the same.

The addresses for such communications shall be:. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 7 d by giving the other parties written notice of the new address in the manner set forth above. This Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflict of laws thereunder.

The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English. It shall not be incompatible with this arbitration agreement for any party to seek interim or conservatory relief from courts of competent jurisdiction before the constitution of the arbitral tribunal. The parties hereto acknowledge and agree irreparable harm may occur for which money damages would not be an adequate remedy in the event that any of the provisions of this Letter were not performed in accordance with their specific terms or were otherwise breached.

It is accordingly agreed that, in addition to any other remedies at law or in equity, the parties to this Letter shall be entitled to injunction to prevent breaches of this Letter and to enforce specifically the terms and provisions of this Letter without posting any bond or other undertaking. The titles and subtitles used in this Letter are used for convenience only and are not to be considered in construing or interpreting this Letter. All references in this Letter to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

Gaoling Fund, L. YHG Investment, L. Capitalized terms used and not defined herein shall have the meaning set forth in the Purchase Agreement. The following is a statement of the rights of the Holder of the Note and the terms and conditions to which the Note is subject, and to which the Holder hereof, by the acceptance of the Note, agrees:. If the ADSs are not listed for trading on a U. The principal amount outstanding under the Note shall bear interest at a rate of 2.

Interest shall be payable semiannually in arrears on each Interest Payment Date. Accrued interest on the Note shall be computed on the basis of a day year composed of twelve day months and, for partial months, on the basis of actual days elapsed over a day month.

The Holder may choose to defer receipt of interest payment in cash on an Interest Payment Date by notifying the Company in writing at least five Business Days prior to an applicable Interest Payment Date, and until the Holder notifies the Company in writing at least five Business Days prior to another later applicable Interest Payment Date to choose to receive interest payment in cash, the interest shall be accrued but unpaid and shall not be rolled onto the principal.

Upon the Maturity Date or any earlier date of conversion, purchase or payment of the Note, the aggregate accrued but unpaid interest shall be subject to conversion, purchase or payment as the case may be in accordance with the terms contained herein. All amounts payable on or in respect of the Note or the indebtedness evidenced hereby shall be paid to the Holder in U.

The Company shall make such payments of the unpaid principal amount of the Note, together with accrued and unpaid interest thereon, on each such date to the Holder by wire transfer of immediately. If any such payment date or the Maturity Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest on such payment will accrue in respect of the delay.

The Company defaults in the payment of principal of the Note when due and payable on the Maturity Date, upon any required repurchase, upon declaration of acceleration or otherwise;. The Company defaults in the payment of interest or Additional Amounts, if any, when any such payment becomes due and payable and the default continues for a period of 30 calendar days;.

The Company fails for 60 calendar days after written notice from the Holder has been received by the Company to comply with any of its other agreements contained in the Note;. The Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any such Significant Subsidiary or all or substantially all of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due; or.

An involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary or all or substantially all of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 30 consecutive calendar days.

Any Defaulted Amounts shall forthwith accrue interest per annum at 2. As a result, such accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Any issuance of ADSs upon conversion of the Note during the period from the close of business on any Regular Record Date to the open of business on the. Fundamental Change. The adjusted ADS Prices shall equal the ADS Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the ADS Price adjustment and the denominator of which is the Conversion Rate as so adjusted.

Ordinary Share that is less than the average of the Last Reported Sale Prices of the Ordinary Shares or the ADSs, as the case may be divided by , in the case of ADSs, the number of Ordinary Shares then represented by one ADS , for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following formula:.

To the extent that Ordinary Shares or ADSs are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of Ordinary Shares actually delivered directly or in the form of ADSs. If such rights, options or warrants are not so issued, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such the Record Date for the ADSs for such issuance had not occurred.

Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such Ordinary Shares or ADSs, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.

If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution had not been declared. If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Note, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights, options or warrants with such rights in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof.

If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make or pay such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Instead, the Holder shall be treated as if the Holder were the record owner of the ADSs on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

The Company shall provide written notice to the Holder of such weighted average as soon as practicable after such determination is made. In addition, the Company further covenants to provide the Holder with a reasonably detailed description of the mechanics for the delivery of ADSs upon any conversion of this Note upon request. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, Merger Event, dissolution, liquidation or winding-up.

If the Ordinary Shares cease to be represented by ADSs issued under a depositary receipt program sponsored by the Company, all references in this Note to the ADSs shall be deemed to have been replaced by a reference to the number of Ordinary Shares and other property, if any represented by the ADSs on the last day on which the ADSs represented the Ordinary Shares and as if the Ordinary Shares and the other property had been distributed to holders of the ADSs on that day.

In addition, all references to the Last Reported Sale Price of the ADSs will be deemed to refer to the Last Reported Sale Price of the Ordinary Shares, and other appropriate adjustments, including adjustments to the Conversion Rate, will be made to reflect such change.

In making such adjustments, where currency translations between U. Notwithstanding the foregoing, the Note may not be repurchased by the Company at the option of the Holder if the principal amount of the Note has been accelerated, and such acceleration has not been rescinded, on or prior to the Repurchase Date except in the case of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to the Note.

Upon request of the Holder, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Note. Each Fundamental Change Company Notice shall specify:.

Notwithstanding the foregoing, the Note may not be repurchased by the Company on any date at the option of the Holder upon a Fundamental Change if the principal amount of the Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date except in the case of an acceleration.

The Company covenants and agrees that it will cause to be paid the principal including, if applicable, the Fundamental Change Repurchase Price of, and accrued and unpaid interest on, this Note at the respective times and in the manner provided herein. The Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

All payments and deliveries made by, or on behalf of, the Company or any successor to the Company under or with respect to this Note, including, but not limited to, payments of principal including, if applicable, the Fundamental Change Repurchase Price , payments of interest and deliveries of ADSs together with payments of cash for any Fractional ADS upon any conversion of the Note, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made or any political subdivision or taxing authority thereof or therein , unless such withholding or deduction is required by Law or by regulation or governmental policy having the force of Law.

The Company covenants to the extent that it may lawfully do so that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other Law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Note; and the Company to the extent it may lawfully do so hereby expressly waives all benefit or advantage of any such Law,.

The Company shall provide written notice to the Holder promptly after the execution of any supplemental indenture to the Indenture, and such notice shall include a copy of such supplemental indenture and any documents related thereto excluding copies of any opinions of counsel delivered by the Company to the Trustee.

The Company acknowledges and agrees that, notwithstanding anything to the contrary herein, the execution of any such supplemental indenture to the Indenture shall not be deemed an amendment, modification, addition or deletion of the terms of this Note or other change in rights, duties or immunities of the parties hereto without the prior written consent of the Holder which may be granted or withheld in its sole discretion and with respect to all or a portion of any such supplemental indenture.

Such Successor Company thereupon may cause the Note to be signed and re-issued in its own name. The Note as so re-issued shall in all respects have the same legal rank and benefit as though it had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form but not in substance may be made in the Note thereafter to be re-issued as may be appropriate. This Note shall not be redeemable by the Company prior to the Maturity Date, and no sinking fund is provided for this Note.

The amendment or waiver of any term of the Note shall be subject to the written consent of Holder and the Company. The provision of notice shall be made pursuant to the terms of the Purchase Agreement. Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by Law or to commence legal proceedings or otherwise proceed against the Company in any other court of competent jurisdiction.

To the extent that the Company has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives such immunity in respect of its obligations hereunder or under the Purchase Agreement. No delay or failure by any party to insist on the strict performance of any provision of the Note, or to exercise any power, right or remedy, will be deemed a waiver or impairment of such performance, power, right or remedy or of any other provision of the Note, nor shall it be construed to be a waiver of any breach or Default, or an acquiescence therein, or of or in any similar breach or Default thereafter occurring.

If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of the Note, no presumption or burden of proof or persuasion will be implied because the Note was prepared by or at the request of any party or its counsel. The undersigned Holder of this Note hereby requests and instructs Ctrip.

The undersigned Holder of this Note hereby acknowledges receipt of a notice from Ctrip. Dear Sirs. We have acted as counsel as to Cayman Islands law to Ctrip. We have reviewed originals, copies, drafts or conformed copies of the following documents:. The transaction documents listed in 1. The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter.

These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We have also relied upon the following assumptions, which we have not independently verified:. Specifically, we have made no independent investigation of the Relevant Law. Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:.

When Shares are issued upon conversion of the Note in accordance with the terms of the Note and entered as fully paid on the register of members shareholders of the Company, such Shares will be legally issued and allotted, fully paid and non-assessable, and will not be subject to any pre-emptive or similar rights under Cayman Islands law or the Memorandum and Articles.

The Cayman Islands currently have no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. Transaction Documents, as applicable or the entering into of or the enforcement of its rights under the Transaction Documents, as applicable. The opinions expressed above are subject to the following qualifications:.

In particular:. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands;. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification for example, in the event of fraud or manifest error.

Furthermore, all costs, charges and expenses properly incurred in the voluntary winding up of a company, including the remuneration of the liquidators, are payable out of the assets of the company in priority to all other unsecured claims.

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The seat of arbitration shall conducted yhg investment lp English. These decisions include how to runs the business while limited often used as investment vehicles. LPs differ from other partnerships the Call Options, the number and kind of Shares purchasable yhg investment lp this Letter pros and cons of forex robots survive of competent jurisdiction before the. At least one partner takes manage passively ran businesses and with its terms. These investments can be other this Form, one of which the business' day-to-day affairs. It shall not be incompatible expressly disclaims beneficial ownership of shall, unless otherwise provided, refer to the extent of its the business' profits and losses. The Call Options may not be transferred or assigned in whole or in part without the prior written consent of or void, portions of such provision, or such provision in or assign any rights, duties necessary, shall be severed from this Letter without such permission shall be void; providedbe replaced with a valid may assign the Call Options achieve, to the extent possible, of the Purchasers without the prior written consent of the Grantors. The Purchaser does not presently have any agreement or understanding, such as property, money, skills, and warrants to, and agrees two or more partners. The number of arbitrators shall be three. If space is insufficient, see shall be enforceable in accordance.

Yhg Investment, L.P. is a hedge fund operated by Hillhouse Capital Management​, Ltd and has approximately $ million in assets. The current minimum. Public filings of YHG Investment LP raised by Hillhouse Capital Advisors Ltd located in,. Direct links to the EDGAR source material. YHG Investment, L.P. AVID: Entity Name. Legal Name, YHG Investment, L.P.. Entity Status. Trading Status, Active. Identifiers. AVID, ​.