Sales Plan Disclosures and Representations
Instructions: The Seller must review and understand these disclosures and representations. The Seller is required to sign the last page of this Part III.
A. General Representations.
I understand that this Plan is intended to conform with certain provisions of SEC Rule 10b5-1 of the U.S. Securities and Exchange Commission (the “Rules”). In summary, under the Rules, a person executing pre-planned transactions pursuant to a Rule 10b5-1 plan established in good faith at a time when that person was unaware of material nonpublic information has an affirmative defense against allegations of insider trading.
I hereby represent to MSSB that, as of the date of my signature below:
I am not in possession, and am not aware, of any material nonpublic information about the securities which are the subject of this Plan or the Issuer of such securities;
I am entering into this Plan in good faith and not as part of a plan or scheme to evade any law, including, without limitation, the U.S. federal securities laws or any law governing insider trading;
I understand that the protections of the Rules may not apply if I alter this Plan or deviate from the instructions in any way, other than in accordance with the modification provisions of this Plan and applicable law;
I own the securities which are the subject of this Plan free and clear and I acknowledge and confirm that:
Neither I, nor the securities subject to this Plan are subject to any pledges, liens, security interests or other impediments to transfer (except for those which I have entered into with MSSB or limitations imposed by Rule 144, if applicable), nor is there any contractual restriction or litigation, arbitration or other proceeding pending, or to my knowledge threatened, that would prevent or interfere with the exercise of options (“Options”) to purchase American Depositary Shares, each representing a Class A share (“ADS”) of the Issuer or sale of ADS under this Plan; and
The execution and delivery of this Plan by me and the transactions contemplated by this Plan will not contravene applicable law or any agreement or other instrument binding on me or any of my affiliates or any judgment, order or decree of any governmental body, agency or court having jurisdiction over me or my affiliates.
While this Plan is in effect, I will not enter into any corresponding or hedging transaction or position with respect to the securities which are the subject of this Plan (including, without limitation, with respect to any securities convertible or exchangeable into common stock of the Issuer) and, unless this Plan is modified or terminated in accordance with the terms hereof, I agree not to alter or deviate from the terms of this Plan;
While this Plan is in effect I will not enter any other transactions, or other trading plans, with respect to the ADS, including any other plan intended to conform with the Rules;
I agree not to, directly or indirectly, communicate any information relating to the ADS or the Issuer to any employee of MSSB or its affiliates who are involved, directly or indirectly, in executing this Plan at any time while this Plan is in effect or attempt to exercise any influence over how, when or whether to effect any sales of ADS pursuant to this Plan;
I represent that this Plan conforms with the trading policies of the Issuer, and I acknowledge and confirm that I have provided MSSB with an Issuer Representation letter dated as of the date of this Plan signed by an authorized representative of the Issuer substantially in the form of Part IV - Exhibit A to this Plan;