"convertible to shares of Common Stock a year after the year of share
issuance, at a "PRICE" equivalent to 10% below the average market price of the Common Stock at the Philippine Stock Exchange (“PSE”) over a period of 30 consecutive trading days before the conversion date; and entitled to be paid an amount equal to the par value of the shares plus accrued and unpaid dividends thereon to the date fixed for such payment in the event of voluntary or involuntary liquidation, dissolution, distribution of assests or winding up of the affairs of the corporation."