================================================================================





                                  Dated o 2005





                           WATCHDATA TECHNOLOGIES LTD.

                                       AND

                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                                  As Depositary

                                       AND

                     HOLDERS OF AMERICAN DEPOSITARY RECEIPTS











                                DEPOSIT AGREEMENT





================================================================================



                                  WHITE & CASE
                               5 Old Broad Street
                                 London EC2N 1DW

<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

1.   CERTAIN DEFINITIONS......................................................1
2.   ADRS.....................................................................2
3.   DEPOSIT OF SHARES........................................................2
4.   ISSUE OF ADRS............................................................3
5.   DISTRIBUTIONS ON DEPOSITED SECURITIES....................................3
6.   WITHDRAWAL OF DEPOSITED SECURITIES.......................................3
7.   SUBSTITUTION OF ADRS.....................................................4
8.   CANCELLATION AND DESTRUCTION OF ADRS.....................................4
9.   THE CUSTODIAN............................................................4
10.  CO-REGISTRARS AND CO-TRANSFER AGENTS.....................................4
11.  LISTS OF HOLDERS.........................................................4
12.  DEPOSITARY'S AGENTS......................................................4
13.  SUCCESSOR DEPOSITARY.....................................................5
14.  REPORTS..................................................................5
15.  ADDITIONAL SHARES........................................................5
16.  INDEMNIFICATION..........................................................5
17.  NOTICES..................................................................6
18.  MISCELLANEOUS............................................................6
19.  CONSENT TO JURISDICTION..................................................7
EXHIBIT A [FORM OF FACE OF ADR]...............................................9

<PAGE>
DEPOSIT AGREEMENT dated o 2005 (the "Deposit Agreement")

BETWEEN:

(1)  WATCHDATA TECHNOLOGIES LTD. and its successors (the "Company");

(2)  DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary hereunder (the
     "Depositary"); and

(3)  All holders from time to time of AMERICAN DEPOSITARY RECEIPTS issued
     hereunder ("ADRs") evidencing American Depositary Shares ("ADSs")
     representing deposited Shares (defined below).

THE PARTIES HERETO AGREE as follows:

1.   CERTAIN DEFINITIONS

     "ADR Register" is defined in paragraph (3) of the form of ADR.

     "ADRs" mean the American Depositary Receipts executed and delivered
     hereunder. ADRs may be either in physical certificated form or Direct
     Registration ADRs. ADRs in physical certificated form, and the terms and
     conditions governing the Direct Registration ADRs (as hereinafter defined),
     shall be substantially in the form of Exhibit A annexed hereto (the "form
     of ADR"). The term "Direct Registration ADR" means an ADR, the ownership of
     which is recorded on the Direct Registration System. References to "ADRs"
     shall include certificated ADRs and Direct Registration ADRs, unless the
     context otherwise requires. The form of ADR is hereby incorporated herein
     and made a part hereof; the provisions of the form of ADR shall be binding
     upon the parties hereto.

     Subject to paragraph (13) of the form of ADR, each "ADS" evidenced by an
     ADR represents the right to receive 1 Share and a pro rata share in any
     other Deposited Securities.

     "Custodian" means the agent or agents of the Depositary (singly or
     collectively, as the context requires) and any additional or substitute
     Custodian appointed pursuant to Section 9.

     The terms "deliver", "execute", "issue", "register", "surrender",
     "transfer" or "cancel", when used with respect to Direct Registration ADRs,
     shall refer to an entry or entries or an electronic transfer or transfers
     in the Direct Registration System, and, when used with respect to ADRs in
     physical certificated form, shall refer to the physical delivery,
     execution, issuance, registration, surrender, transfer or cancellation of
     certificates representing the ADRs.

     "Delivery Order" is defined in Section 3.

     "Deposited Securities" as of any time means all Shares at such time
     deposited under this Deposit Agreement and any and all other Shares,
     securities, property and cash at such time held by the Depositary or the
     Custodian in respect or in lieu of such deposited Shares and other Shares,
     securities, property and cash.

     "Direct Registration System" means the system for the uncertificated
     registration of ownership of securities established by The Depository Trust
     Company ("DTC") and utilized by the Depositary pursuant to which the
     Depositary may record the ownership of ADRs without the issuance of a
     certificate, which ownership shall be evidenced by periodic statements
     issued by the Depositary to the Holders entitled thereto. For purposes
     hereof, the Direct Registration System shall include access to the Profile
     Modification System

                                       2
<PAGE>
     maintained by DTC which provides for automated transfer of ownership
     between DTC and the Depositary.

     "Holder" means the person or persons in whose name an ADR is registered on
     the ADR Register.

     "Securities Act of 1933" means the United States Securities Act of 1933, as
     from time to time amended.

     "Securities Exchange Act of 1934" means the United States Securities
     Exchange Act of 1934, as from time to time amended.

     "Shares" mean the ordinary shares of the Company, and shall include the
     rights to receive Shares specified in paragraph (1) of the form of ADR.

     "Transfer Office" is defined in paragraph (3) of the form of ADR.

     "Withdrawal Order" is defined in Section 6.

2.   ADRS

2.1  ADRs in certificated form shall be engraved, printed or otherwise
     reproduced at the discretion of the Depositary in accordance with its
     customary practices in its American depositary receipt business, or at the
     request of the Company typewritten and photocopied on plain or safety
     paper, and shall be substantially in the form set forth in the form of ADR,
     with such changes as may be required by the Depositary or the Company to
     comply with their obligations hereunder, any applicable law, regulation or
     usage or to indicate any special limitations or restrictions to which any
     particular ADRs are subject. ADRs may be issued in denominations of any
     number of ADSs. ADRs in certificated form shall be executed by the
     Depositary by the manual or facsimile signature of a duly authorized
     officer of the Depositary. ADRs in certificated form bearing the facsimile
     signature of anyone who was at the time of execution a duly authorized
     officer of the Depositary shall bind the Depositary, notwithstanding that
     such officer has ceased to hold such office prior to the delivery of such
     ADRs.

2.2  Direct Registration ADRs. Notwithstanding anything in this Deposit
     Agreement or in the form of ADR to the contrary, ADSs shall be evidenced by
     Direct Registration ADRs, unless certificated ADRs are specifically
     requested by the Holder.

2.3  Holders shall be bound by the terms and conditions of this Deposit
     Agreement and of the form of ADR, regardless of whether their ADRs are
     Direct Registration ADRs or certificated ADRs.

3.   DEPOSIT OF SHARES

     In connection with the deposit of Shares hereunder, the Depositary or the
     Custodian may require the following in form satisfactory to it: (a) a
     written order directing the Depositary to issue to, or upon the written
     order of, the person or persons designated in such order a Direct
     Registration ADR or ADRs evidencing the number of ADSs representing such
     deposited Shares (a "Delivery Order"); (b) proper endorsements or duly
     executed instruments of transfer in respect of such deposited Shares; (c)
     instruments assigning to the Custodian or its nominee any distribution on
     or in respect of such deposited Shares or indemnity therefor; and (d)
     proxies entitling the Custodian to vote such deposited Shares. As soon as
     practicable after the Custodian receives Deposited Securities pursuant to
     any such deposit or pursuant to paragraph (10) or (13) of the form of ADR,
     the Custodian shall present such Deposited

<PAGE>
     Securities for registration of transfer into the name of the Custodian or
     its nominee, to the extent such registration is practicable, at the cost
     and expense of the person making such deposit (or for whose benefit such
     deposit is made) and shall obtain evidence satisfactory to it of such
     registration. Deposited Securities shall be held by the Custodian for the
     account and to the order of the Depositary at such place or places and in
     such manner as the Depositary shall determine. Deposited Securities may be
     delivered by the Custodian to any person only under the circumstances
     expressly contemplated in this Deposit Agreement. To the extent that the
     provisions of or governing the Shares make delivery of certificates
     therefor impracticable, Shares may be deposited hereunder by such delivery
     thereof as the Depositary or the Custodian may reasonably accept,
     including, without limitation, by causing them to be credited to an account
     maintained by the Custodian for such purpose with the Company or an
     accredited intermediary, such as a bank, acting as a registrar for the
     Shares, together with delivery of the documents, payments and Delivery
     Order referred to herein to the Custodian or the Depositary.

4.   ISSUE OF ADRS

     After any such deposit of Shares, the Custodian shall notify the Depositary
     of such deposit and of the information contained in any related Delivery
     Order by letter, first class airmail postage prepaid, or, at the request,
     risk and expense of the person making the deposit, by cable, telex or
     facsimile transmission. After receiving such notice from the Custodian, the
     Depositary, subject to this Deposit Agreement, shall properly issue at the
     Transfer Office, to or upon the order of any person named in such notice,
     an ADR or ADRs registered as requested and evidencing the aggregate ADSs to
     which such person is entitled.

5.   DISTRIBUTIONS ON DEPOSITED SECURITIES

     To the extent that the Depositary determines in its discretion that any
     distribution pursuant to paragraph (10) of the form of ADR is not
     practicable with respect to any Holder, the Depositary may make such
     distribution as it so deems practicable, including the distribution of
     foreign currency, securities or property (or appropriate documents
     evidencing the right to receive foreign currency, securities or property)
     or the retention thereof as Deposited Securities with respect to such
     Holder's ADRs (without liability for interest thereon or the investment
     thereof).

6.   WITHDRAWAL OF DEPOSITED SECURITIES

     In connection with any surrender of an ADR for withdrawal of the Deposited
     Securities represented by the ADSs evidenced thereby, the Depositary may
     require proper endorsement in blank of such ADR (or duly executed
     instruments of transfer thereof in blank) and the Holder's written order
     directing the Depositary to cause the Deposited Securities represented by
     the ADSs evidenced by such ADR to be withdrawn and delivered to, or upon
     the written order of, any person designated in such order (a "Withdrawal
     Order"). Directions from the Depositary to the Custodian to deliver
     Deposited Securities shall be given by letter, first class airmail postage
     prepaid, or, at the request, risk and expense of the Holder, by cable,
     telex or facsimile transmission. Delivery of Deposited Securities may be
     made by the delivery of certificates (which, if required by law shall be
     properly endorsed or accompanied by properly executed instruments of
     transfer or, if such certificates may be registered, registered in the name
     of such Holder or as ordered by such Holder in any Withdrawal Order) or by
     such other means as the Depositary may deem practicable, including, without
     limitation, by transfer of record ownership thereof to an account
     designated in the Withdrawal Order maintained either by the Company or an
     accredited intermediary, such as a bank, acting as a registrar for the
     Deposited Securities.

                                       3
<PAGE>
7.   SUBSTITUTION OF ADRS

     The Depositary shall execute and deliver a new Direct Registration ADR in
     exchange and substitution for any mutilated certificated ADR upon
     cancellation thereof or in lieu of and in substitution for any destroyed,
     lost or stolen certificated ADR, unless the Depositary has notice that such
     ADR has been acquired by a bona fide purchaser, upon the Holder thereof
     filing with the Depositary a request for such execution and delivery and a
     sufficient indemnity bond and satisfying any other reasonable requirements
     imposed by the Depositary.

8.   CANCELLATION AND DESTRUCTION OF ADRS

     All ADRs surrendered to the Depositary shall be cancelled by the
     Depositary. The Depositary is authorized to destroy ADRs in certificated
     form so cancelled in accordance with its customary practices.

9.   THE CUSTODIAN

     Any Custodian in acting hereunder shall be subject to the directions of the
     Depositary and shall be responsible solely to it. The Depositary may from
     time to time appoint one or more agents to act for it as Custodian
     hereunder. Each Custodian so appointed (other than Deutsche Bank AG or any
     subsidiary thereof) shall give written notice to the Company and the
     Depositary accepting such appointment and agreeing to be bound by the
     applicable terms hereof. Any Custodian may resign from its duties hereunder
     by at least 30 days written notice to the Depositary. The Depositary may
     discharge any Custodian at any time upon notice to the Custodian being
     discharged. Any Custodian ceasing to act hereunder as Custodian shall
     deliver, upon the instruction of the Depositary, all Deposited Securities
     held by it to a Custodian continuing to act.

10.  CO-REGISTRARS AND CO-TRANSFER AGENTS

     The Depositary may appoint and remove (i) co-registrars to register ADRs
     and transfers, combinations and split-ups of ADRs and to countersign ADRs
     in accordance with the terms of any such appointment and (ii) co-transfer
     agents for the purpose of effecting transfers, combinations and split-ups
     of ADRs at designated transfer offices in addition to the Transfer Office
     on behalf of the Depositary. Each co-registrar or co-transfer agent (other
     than Deutsche Bank AG or any subsidiary thereof) shall give notice in
     writing to the Company and the Depositary accepting such appointment and
     agreeing to be bound by the applicable terms of this Deposit Agreement.

11.  LISTS OF HOLDERS

     The Company shall have the right to inspect transfer records of the
     Depositary and its agents and the ADR Register, take copies thereof and
     require the Depositary and its agents to supply copies of such portions of
     such records as the Company may request. The Depositary or its agent shall
     furnish to the Company promptly upon the written request of the Company, a
     list of the names, addresses and holdings of ADSs by all Holders as of a
     date within seven days of the Depositary's receipt of such request.

12.  DEPOSITARY'S AGENTS

     The Depositary may perform its obligations under this Deposit Agreement
     through any agent appointed by it, provided that the Depositary shall
     notify the Company of such appointment and shall remain responsible for the
     performance of such obligations as if no agent were appointed.

                                       4
<PAGE>
13.  SUCCESSOR DEPOSITARY

     The Depositary may at any time resign as Depositary hereunder by written
     notice of its election so to do delivered to the Company. The Depositary
     may at any time be removed by the Company by written notice of such
     removal. Notwithstanding anything to the contrary contained herein, in case
     at any time the Depositary acting hereunder shall resign or be removed, it
     shall continue to act as Depositary for the purpose of terminating this
     Deposit Agreement pursuant to paragraph (17) of the form of ADR. Any bank
     or trust company into or with which the Depositary may be merged or
     consolidated, or to which the Depositary shall transfer substantially all
     its American depositary receipt business, shall be the successor of the
     Depositary without the execution or filing of any document or any further
     act.

14.  REPORTS

     On or before the first date on which the Company makes any communication
     available to holders of Deposited Securities or any securities regulatory
     authority or stock exchange, by publication or otherwise, the Company shall
     transmit to the Depositary a copy thereof in English or with an English
     translation or summary. The Company has delivered to the Depositary, the
     Custodian and any Transfer Office, a copy of all provisions of or governing
     the Shares and any other Deposited Securities issued by the Company or any
     affiliate of the Company and, promptly upon any change thereto, the Company
     shall deliver to the Depositary, the Custodian and any Transfer Office, a
     copy (in English or with an English translation) of such provisions as so
     changed. The Depositary and its agents may rely upon the Company's delivery
     thereof for all purposes of this Deposit Agreement.

15.  ADDITIONAL SHARES

     Neither the Company nor any company controlling, controlled by or under
     common control with the Company shall issue additional Shares, rights to
     subscribe for Shares, securities convertible into or exchangeable for
     Shares or rights to subscribe for any such securities or shall deposit any
     Shares under this Deposit Agreement, except under circumstances complying
     in all respects with the Securities Act of 1933. The Depositary will use
     reasonable efforts to comply with written instructions of the Company not
     to accept for deposit hereunder any Shares identified in such instructions
     at such times and under such circumstances as may reasonably be specified
     in such instructions in order to facilitate the Company's compliance with
     securities laws in the United States.

16.  INDEMNIFICATION

     The Company shall indemnify, defend and save harmless each of the
     Depositary and its agents against any loss, liability or expense (including
     reasonable fees and expenses of counsel) which may arise out of acts
     performed or omitted, in connection with the provisions of this Deposit
     Agreement and of the ADRs, as the same may be amended, modified or
     supplemented from time to time in accordance herewith (i) by either the
     Depositary or its agents or their respective directors, employees, agents
     and affiliates, except, subject to the penultimate paragraph of this
     Section 16, for any liability or expense directly arising out of the
     negligence or bad faith of the Depositary, or (ii) by the Company or any of
     its directors, employees, agents or affiliates.

     The indemnities set forth in the preceding paragraph shall apply to any
     liability or expense which may arise out of any misstatement or alleged
     misstatement or omission or alleged omission in any registration statement,
     proxy statement, prospectus (or placement memorandum), or preliminary
     prospectus (or preliminary placement memorandum) relating to the offer or
     sale of ADSs, except to the extent any such liability or expense arises out
     of (i) information relating to the Depositary or its agents (other than the
     Company), as

<PAGE>
     applicable, furnished in writing by the Depositary and not changed or
     altered by the Company expressly for use in any of the foregoing documents
     or (ii) if such information is provided, the failure to state a material
     fact necessary to make the information provided not misleading.

     Except as provided in the next succeeding paragraph, the Depositary shall
     indemnify, defend and save harmless the Company against any loss, liability
     or expense (including reasonable fees and expenses of counsel) incurred by
     the Company in respect of this Deposit Agreement to the extent such loss,
     liability or expense is due to the negligence or bad faith of the
     Depositary or its agents acting hereunder.

     Notwithstanding any other provision of this Deposit Agreement or the form
     of ADR to the contrary, neither the Company nor the Depositary, nor any of
     their agents, shall be liable to the other for any indirect, special,
     punitive or consequential damages (collectively "Special Damages") except
     (i) to the extent such Special Damages arise from the gross negligence or
     willful misconduct of the party from whom indemnification is sought or (ii)
     to the extent Special Damages arise from or out of a claim brought by a
     third party (including, without limitation, Holders) against the Depositary
     or its agents, except to the extent such Special Damages arise out of the
     gross negligence or willful misconduct of the party seeking indemnification
     hereunder.

     The obligations set forth in this Section 16 shall survive the termination
     of this Deposit Agreement and the succession or substitution of any
     indemnified person.

17.  NOTICES

     Notice to any Holder shall be deemed given when first mailed, first class
     postage prepaid, to the address of such Holder on the ADR Register or
     received by such Holder. Notice to the Depositary or the Company shall be
     deemed given when first received by it at the address or facsimile
     transmission number set forth in (a) or (b), respectively, or at such other
     address or facsimile transmission number as either may specify to the other
     by written notice:

     (a)  Deutsche Bank Trust Company Americas
          60 Wall Street
          New York, NY 10005

          Attention:     ADR Department
          Fax:           (212) 797-0327

     (b)  Watchdata Technologies Ltd.
          No.  2 Wanhong West Street
          Capital Airport Road
          Chaoyang District
          Beijing, 100015, PRC

          Attention:     Ellen Huang
          Fax:           86-10-6472-6134

18.  MISCELLANEOUS

     This Deposit Agreement is for the exclusive benefit of the Company, the
     Depositary, the Holders, and their respective successors hereunder, and
     shall not give any legal or equitable right, remedy or claim whatsoever to
     any other person. The Holders and owners of ADRs from time to time shall be
     parties to this Deposit Agreement and shall be bound by all of the
     provisions hereof. If any such provision is invalid, illegal or
     unenforceable in any respect, the remaining provisions shall in no way be
     affected thereby. This Deposit Agreement may be

                                       6
<PAGE>
     executed in any number of counterparts, each of which shall be deemed an
     original and all of which shall constitute one instrument.

19.  CONSENT TO JURISDICTION

     The Company irrevocably agrees that any legal suit, action or proceeding
     against the Company brought by the Depositary or any Holder, arising out of
     or based upon this Deposit Agreement or the transactions contemplated
     hereby, may be instituted in any state or federal court in New York, New
     York, and irrevocably waives any objection which it may now or hereafter
     have to the laying of venue of any such proceeding, and irrevocably submits
     to the non-exclusive jurisdiction of such courts in any such suit, action
     or proceeding. The Company has appointed CT Corporation System, New York,
     New York 10011, as its authorized agent (the "Authorized Agent") upon which
     process may be served in any such action arising out of or based on this
     Deposit Agreement or the transactions contemplated hereby which may be
     instituted in any state or federal court in New York, New York by the
     Depositary or any Holder, and waives any other requirements of or
     objections to personal jurisdiction with respect thereto. The Company
     represents and warrants that the Authorized Agent has agreed to act as said
     agent for service of process, and the Company agrees to take any and all
     action, including the filing of any and all documents and instruments, that
     may be necessary to continue such appointment in full force and effect as
     aforesaid. Service of process upon the Authorized Agent and written notice
     of such service to the Company shall be deemed, in every respect, effective
     service of process upon the Company. If, for any reason, the Authorized
     Agent named above or its successor shall no longer serve as agent of the
     Company to receive service of process in New York, the Company shall
     promptly appoint a successor acceptable to the Depositary, so as to serve
     and will promptly advise the Depositary thereof. In the event the Company
     fails to continue such designation and appointment in full force and
     effect, the Company hereby waives personal service of process upon it and
     consents that any such service of process may be made by certified or
     registered mail, return receipt requested, directed to the Company at its
     address last specified for notices hereunder, and service so made shall be
     deemed completed five (5) days after the same shall have been so mailed.
     Notwithstanding the foregoing, any action based on this Agreement may be
     instituted by the Depositary or any Holder in any competent court in the
     Cayman Islands.

     To the extent that the Company or any of its properties, assets or revenues
     may have or may hereafter be entitled to, or have attributed to it, any
     right of immunity, on the grounds of sovereignty or otherwise, from any
     legal action, suit or proceeding, from the giving of any relief in any
     respect thereof, from setoff or counterclaim, from the jurisdiction of any
     court, from service of process, from attachment upon or prior to judgment,
     from attachment in aid of execution or judgment, or from execution of
     judgment, or other legal process or proceeding for the giving of any relief
     or for the enforcement of any judgment, in any jurisdiction in which
     proceedings may at any time be commenced, with respect to its obligations,
     liabilities or other matter under or arising out of or in connection with
     the Shares or Deposited Securities, the ADSs, the ADRs or this Agreement,
     the Company, to the fullest extent permitted by law, hereby irrevocably and
     unconditionally waives, and agrees not to plead or claim, any such immunity
     and consents to such relief and enforcement.

                                       7
<PAGE>
IN WITNESS WHEREOF, WATCHDATA TECHNOLOGIES LTD. and DEUTSCHE BANK TRUST COMPANY
AMERICAS have duly executed this Deposit Agreement as of the day and year first
above set forth and all holders of ADRs shall become parties hereto upon
acceptance by them of ADRs issued in accordance with the terms hereof.

WATCHDATA TECHNOLOGIES LTD.

By:

Name:

Title:



DEUTSCHE BANK TRUST COMPANY AMERICAS

By:

Name:

Title:



By:

Name:

Title:

                                       8
<PAGE>
                                    EXHIBIT A

                            [FORM OF FACE OF RECEIPT]

-----------------
Number
                                                      American Depositary Shares
                                                    (1 American Depositary Share
                                                Represents 1 Fully Paid Ordinary
                                                                Share, par value
                                                               $0.001 per Share)

                           AMERICAN DEPOSITARY RECEIPT

                                   evidencing

                           AMERICAN DEPOSITARY SHARES

                                  representing

                                 ORDINARY SHARES

                                       of

                           WATCHDATA TECHNOLOGIES LTD.
               (Incorporated under the laws of The Cayman Islands)

DEUTSCHE BANK TRUST COMPANY AMERICAS, a national banking association organized
under the laws of the United States of America, as depositary hereunder (the
"Depositary"), hereby certifies that                           is the registered
owner (a "Holder") of                    American Depositary Shares ("ADSs"),
each (subject to paragraph (13)) representing 1 ordinary share (including the
rights to receive Shares described in paragraph (1), "Shares" and, together with
any other securities, cash or property from time to time held by the Depositary
in respect or in lieu of deposited Shares, the "Deposited Securities"), of
Watchdata Technologies Ltd., a corporation organized under the laws of The
Cayman Islands (the "Company"), deposited under the Deposit Agreement dated o
2005 (as amended from time to time, the "Deposit Agreement") among the Company,
the Depositary and all Holders from time to time of American Depositary Receipts
issued thereunder ("ADRs"), each of whom by accepting an ADR becomes a party
thereto. The Deposit Agreement and this ADR (which includes the provisions set
forth on the reverse hereof) shall be governed by and construed in accordance
with the laws of the State of New York.

(1)  Issuance of ADRs. This ADR is one of the ADRs issued under the Deposit
     Agreement. Subject to paragraph (4), the Depositary may so issue ADRs for
     delivery at the Transfer Office (defined in paragraph (3)) only (a) against
     deposit with the Custodian of Shares in form satisfactory to the Custodian
     or rights to receive Shares from the Company or any registrar, transfer
     agent, clearing agent or other entity recording Share ownership or
     transactions or,(b) unless requested in writing by the Company to cease
     doing so, subject to two days advance notice, other rights to receive
     Shares (until such Shares are actually deposited pursuant to (a) above,
     "Pre-released ADRs") only if (i) Pre-released ADRs are fully collateralized
     (marked to market daily) with cash or U.S. government securities held by
     the Depositary for the benefit of Holders (but such collateral shall not
     constitute Deposited Securities), (ii) each recipient of Pre-released ADRs
     agrees in writing with the Depositary that such recipient (a) owns such
     Shares, (b) assigns all beneficial right, title and interest therein to the
     Depositary, (c) holds such Shares for the account of the Depositary and (d)
     will deliver such Shares to the Custodian as soon as practicable and
     promptly upon demand therefor and

                                       9
<PAGE>
     (iii) all Pre-released ADRs evidence not more than 30% of all ADSs
     (excluding those evidenced by Pre-released ADRs), provided, however, that
     the Depositary reserves the right to change or disregard such limit from
     time to time as it deems appropriate. The Depositary may retain for its own
     account any earnings on collateral for Pre-released ADRs and its charges
     for issuance thereof. At the request, risk and expense of the person
     depositing Shares, the Depositary may accept deposits for forwarding to the
     Custodian and may deliver ADRs at a place other than its office. Every
     person depositing Shares under the Deposit Agreement represents and
     warrants that such Shares are validly issued and outstanding, fully paid,
     nonassessable and free of pre-emptive rights, that the person making such
     deposit is duly authorized so to do and that such Shares (A) are not
     "restricted securities" as such term is defined in Rule 144 under the
     Securities Act of 1933 unless at the time of deposit they may be freely
     transferred in accordance with Rule 144(k) and may otherwise be offered and
     sold freely in the United States or (B) have been registered under the
     Securities Act of 1933. Such representations and warranties shall survive
     the deposit of Shares and issuance of ADRs. The Depositary will not
     knowingly accept for deposit under the Deposit Agreement any Shares
     required to be registered under the Securities Act of 1933 and not so
     registered; the Depositary may refuse to accept for such deposit any Shares
     identified by the Company in order to facilitate the Company's compliance
     with such Act.

(2)  Withdrawal of Deposited Securities. Subject to paragraphs (4) and (5), upon
     surrender of (i) a certificated ADR in form satisfactory to the Depositary
     at the Transfer Office or (ii) proper instructions and documentation in the
     case of a Direct Registration ADR, the Holder hereof is entitled to
     delivery at, or to the extent in dematerialized form from, the Custodian's
     office of the Deposited Securities at the time represented by the ADSs
     evidenced by this ADR. At the request, risk and expense of the Holder
     hereof, the Depositary may deliver such Deposited Securities at such other
     place as may have been requested by the Holder. Notwithstanding any other
     provision of the Deposit Agreement or this ADR, the withdrawal of Deposited
     Securities may be restricted only for the reasons set forth in General
     Instruction I.A.(1) of Form F-6 (as such instructions may be amended from
     time to time) under the Securities Act of 1933.

(3)  Transfers of ADRs. The Depositary or its agent will keep, at a designated
     transfer office in the Borough of Manhattan, The City of New York (the
     "Transfer Office"), (a) a register (the "ADR Register") for the
     registration, registration of transfer, combination and split-up of ADRs,
     and, in the case of Direct Registration ADRs, shall include the Direct
     Registration System, which at all reasonable times will be open for
     inspection by Holders and the Company for the purpose of communicating with
     Holders in the interest of the business of the Company or a matter relating
     to the Deposit Agreement and (b) facilities for the delivery and receipt of
     ADRs. The term ADR Register includes the Direct Registration System. Title
     to this ADR (and to the Deposited Securities represented by the ADSs
     evidenced hereby), when properly endorsed (in the case of ADRs in
     certificated form) or upon delivery to the Depositary of proper instruments
     of transfer, is transferable by delivery with the same effect as in the
     case of negotiable instruments under the laws of the State of New York;
     provided that the Depositary, notwithstanding any notice to the contrary,
     may treat the person in whose name this ADR is registered on the ADR
     Register as the absolute owner hereof for all purposes and neither the
     Depositary nor the Company will have any obligation or be subject to any
     liability under the Deposit Agreement to any holder of an ADR, unless such
     holder is the Holder thereof. Subject to paragraphs (4) and (5), this ADR
     is transferable on the ADR Register and may be split into other ADRs or
     combined with other ADRs into one ADR, evidencing the same number of ADSs
     evidenced by this ADR, by the Holder hereof or by duly authorized attorney
     upon surrender of this ADR at the Transfer Office properly endorsed (in the
     case of ADRs in certificated form) or upon delivery to the Depositary of
     proper instruments of transfer and duly stamped as may be required by
     applicable law; provided that the Depositary may close the ADR Register at
     any time or from time to time when deemed expedient by it or requested by
     the Company. At the request of a Holder, the Depositary

                                       10
<PAGE>
     shall, for the purpose of substituting a certificated ADR with a Direct
     Registration ADR, or vice versa, execute and deliver a certificated ADR or
     a Direct Registration ADR, as the case may be, for any authorized number of
     ADSs requested, evidencing the same aggregate number of ADSs as those
     evidenced by the certificated ADR or Direct Registration ADR, as the case
     may be, substituted.

(4)  Certain Limitations. Prior to the issue, registration, registration of
     transfer, split-up or combination of any ADR, the delivery of any
     distribution in respect thereof, or, subject to the last sentence of
     paragraph (2), the withdrawal of any Deposited Securities, and from time to
     time in the case of clause (b)(ii) of this paragraph (4), the Company, the
     Depositary or the Custodian may require: (a) payment with respect thereto
     of (i) any stock transfer or other tax or other governmental charge, (ii)
     any stock transfer or registration fees in effect for the registration of
     transfers of Shares or other Deposited Securities upon any applicable
     register and (iii) any applicable charges as provided in paragraph (7) of
     this ADR; (b) the production of proof satisfactory to it of (i) the
     identity and genuineness of any signature and (ii) such other information,
     including without limitation, information as to citizenship, residence,
     exchange control approval, beneficial ownership of any securities,
     compliance with applicable law, regulations, provisions of or governing
     Deposited Securities and terms of the Deposit Agreement and this ADR, as it
     may deem necessary or proper; and (c) compliance with such regulations as
     the Depositary may establish consistent with the Deposit Agreement. The
     issuance of ADRs, the acceptance of deposits of Shares, the registration,
     registration of transfer, split-up or combination of ADRs or the withdrawal
     of Deposited Securities may be suspended, generally or in particular
     instances, when the ADR Register or any register for Deposited Securities
     is closed or when any such action is deemed advisable by the Depositary or
     the Company, in good faith, at any time or from time to time because of any
     requirement of law, any government or governmental body or commission or
     any securities exchange on which the ADSs or Shares are listed, or under
     any provision of this Deposit Agreement or the applicable ADR(s) or under
     any provision of, or governing, the Deposited Securities, or because of a
     meeting of shareholders of the Company or for any other reason, subject, in
     all cases, to the last sentence of paragraph (2) hereof.

(5)  Taxes. If any tax or other governmental charge shall become payable by or
     on behalf of the Custodian or the Depositary with respect to this ADR, any
     Deposited Securities represented by the ADSs evidenced hereby or any
     distribution thereon, such tax or other governmental charge shall be paid
     by the Holder hereof to the Depositary. The Depositary may refuse to effect
     any registration, registration of transfer, split-up or combination hereof
     or, subject to the last sentence of paragraph (2), any withdrawal of such
     Deposited Securities until such payment is made. The Depositary may also
     deduct from any distributions on or in respect of Deposited Securities, or
     may sell by public or private sale for the account of the Holder hereof any
     part or all of such Deposited Securities (after attempting by reasonable
     means to notify the Holder hereof prior to such sale), and may apply such
     deduction or the proceeds of any such sale in payment of such tax or other
     governmental charge, the Holder hereof remaining liable for any deficiency,
     and shall reduce the number of ADSs evidenced hereby to reflect any such
     sales of Shares. In connection with any distribution to Holders, the
     Company will remit to the appropriate governmental authority or agency all
     amounts (if any) required to be withheld and owing to such authority or
     agency by the Company; and the Depositary and the Custodian will remit to
     the appropriate governmental authority or agency all amounts (if any)
     required to be withheld and owing to such authority or agency by the
     Depositary or the Custodian. If the Depositary determines that any
     distribution in property other than cash (including Shares or rights) on
     Deposited Securities is subject to any tax that the Depositary or the
     Custodian is obligated to withhold, the Depositary may dispose of all or a
     portion of such property in such amounts and in such manner as the
     Depositary deems necessary and practicable to pay such taxes, by public or
     private sale, and the Depositary shall distribute the net proceeds of any
     such sale or the balance of any such property after deduction of such taxes
     to the Holders entitled thereto.

                                       11
<PAGE>
(6)  Disclosure of Interests. To the extent that the provisions of or governing
     any Deposited Securities may require disclosure of or impose limits on
     beneficial or other ownership of Deposited Securities, other Shares and
     other securities and may provide for blocking transfer, voting or other
     rights to enforce such disclosure or limits, Holders and all persons
     holding ADRs agree to comply with all such disclosure requirements and
     ownership limitations and to comply with any reasonable Company
     instructions in respect thereof. The Company reserves the right to instruct
     Holders to deliver their ADSs for cancellation and withdrawal of the
     Deposited Securities so as to permit the Company to deal directly with the
     Holder thereof as a holder of Shares and Holders agree to comply with such
     instructions. The Depositary agrees to cooperate with the Company in its
     efforts to inform Holders of the Company's exercise of its rights under
     this paragraph and agrees to consult with, and provide reasonable
     assistance without risk, liability or expense on the part of the
     Depositary, to the Company on the manner or manners in which it may enforce
     such rights with respect to any Holder.

(7)  Charges of Depositary. The Depositary may charge each person to whom ADSs
     are issued against deposits of Shares, including deposits in respect of
     Share Distributions, Rights and Other Distributions (as such terms are
     defined in paragraph (10)), and each person surrendering ADSs for
     withdrawal of Deposited Securities, U.S.$5.00 for each 100 ADSs (or portion
     thereof) delivered or surrendered. The Depositary may sell (by public or
     private sale) sufficient securities and property received in respect of
     Share Distributions, Rights and Other Distributions prior to such deposit
     to pay such charge. The following additional charges shall be incurred by
     the Holders, by any party depositing or withdrawing Shares or by any party
     surrendering ADRs or to whom ADRs are issued (including, without
     limitation, issuance pursuant to a stock dividend or stock split declared
     by the Company or an exchange of stock regarding the ADRs or the Deposited
     Securities or a distribution of ADRs pursuant to paragraph (10)), whichever
     is applicable (I) to the extent not prohibited by the rules of the primary
     stock exchange upon which the ADSs are listed, a fee of $.02 or less per
     ADS (or portion thereof) for any Cash distribution made pursuant to the
     Deposit Agreement, (ii) to the extent not prohibited by the rules of the
     primary stock exchange upon which the ADSs are listed, a fee of $1.50 per
     ADR or ADRs for transfers made pursuant to paragraph (3) hereof, (iii) a
     fee for the distribution or sale of securities pursuant to paragraph (10)
     hereof, such fee being in an amount equal to the fee for the execution and
     delivery of ADSs referred to above which would have been charged as a
     result of the deposit of such securities (for purposes of this paragraph
     (7) treating all such securities as if they were Shares) but which
     securities or the net cash proceeds from the sale thereof are instead
     distributed by the Depositary to Holders entitled thereto, (iv) to the
     extent not prohibited by the rules of the primary stock exchange upon which
     the ADSs are listed, a fee of US$0.02 per ADS (or portion thereof) per year
     to cover such expenses as are incurred, and services performed, by the
     Depositary in administering our ADR program (which fee shall be assessed
     against Holders as of the record date or dates set by the Depositary not
     more than once each calendar year and shall be payable at the sole
     discretion of the Depositary by billing such Holders or by deducting such
     charge from one or more cash dividends or other cash distributions), and
     (v) such fees and expenses as are incurred by the Depositary (including
     without limitation expenses incurred on behalf of Holders in connection
     with compliance with foreign exchange control regulations or any law or
     regulation relating to foreign investment) in delivery of Deposited
     Securities or otherwise in connection with the Depositary's or its
     Custodian's compliance with applicable law, rule or regulation. The Company
     will pay all other charges and expenses of the Depositary and any agent of
     the Depositary (except the Custodian) pursuant to agreements from time to
     time between the Company and the Depositary, except (i) stock transfer or
     other taxes and other governmental charges (which are payable by Holders or
     persons depositing Shares), (ii) cable, telex and facsimile transmission
     and delivery charges incurred at the request of persons depositing, or
     Holders delivering Shares, ADRs or Deposited Securities (which are payable
     by such persons or Holders), (iii) transfer or registration fees for the
     registration or transfer of Deposited Securities on any applicable register
     in connection with the deposit or withdrawal of Deposited Securities (which
     are payable by persons depositing

                                       12
<PAGE>
     Shares or Holders withdrawing Deposited Securities; there are no such fees
     in respect of the Shares as of the date of the Deposit Agreement), (iv)
     expenses of the Depositary in connection with the conversion of foreign
     currency into U.S. dollars (which are paid out of such foreign currency)
     and (v) any other charge payable by any of the Depositary, any of the
     Depositary's agents, including, without limitation, the custodian, or the
     agents of the Depositary's agents in connection with the servicing of the
     Shares or other Deposited Securities (which charge shall be assessed
     against Holders as of the record date or dates set by the depositary and
     shall be payable at the sole discretion of the Depositary by billing such
     Holders or by deducting such charge from one or more cash dividends or
     other cash distributions) These charges may be changed in the manner
     indicated in paragraph (16).

(8)  Available Information. The Deposit Agreement, the provisions of or
     governing Deposited Securities and any written communications from the
     Company, which are both received by the Custodian or its nominee as a
     holder of Deposited Securities and made generally available to the holders
     of Deposited Securities, are available for inspection by Holders at the
     offices of the Depositary and the Custodian and at the Transfer Office. The
     Depositary will distribute copies of such communications (or English
     translations or summaries thereof) to Holders when furnished by the
     Company. The Company is subject to the periodic reporting requirements of
     the Securities Exchange Act of 1934 and accordingly files certain reports
     with the United States Securities and Exchange Commission (the
     "Commission"). Such reports and other information may be inspected and
     copied at public reference facilities maintained by the Commission located
     at the date hereof at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
     D.C. 20549.

(9)  Execution. This ADR shall not be valid for any purpose unless executed by
     the Depositary by the manual or facsimile signature of a duly authorized
     officer of the Depositary.

Dated:

DEUTSCHE BANK TRUST COMPANY AMERICAS
as Depositary

By:
   ---------------------------------------
     Authorized Officer

The Depositary's office is located at 60 Wall Street, New York, New York 10005.

                                       13
<PAGE>
                            [FORM OF REVERSE OF ADR]

(10) Distributions on Deposited Securities. Subject to paragraphs (4) and (5),
     to the extent practicable, the Depositary will distribute to each Holder
     entitled thereto on the record date set by the Depositary therefor at such
     Holder's address shown on the ADR Register, in proportion to the number of
     Deposited Securities (on which the following distributions on Deposited
     Securities are received by the Custodian) represented by ADSs evidenced by
     such Holder's ADRs:

     (a)  Cash. Any U.S. dollars available to the Depositary resulting from a
          cash dividend or other cash distribution or the net proceeds of sales
          of any other distribution or portion thereof authorized in this
          paragraph (10) ("Cash"), on an averaged or other practicable basis,
          subject to (i) appropriate adjustments for taxes withheld, (ii) such
          distribution being impermissible or impracticable with respect to
          certain Holders, and (iii) deduction of the Depositary's expenses in
          (1) converting any foreign currency to U.S. dollars by sale or in such
          other manner as the Depositary may determine to the extent that it
          determines that such conversion may be made on a reasonable basis, (2)
          transferring foreign currency or U.S. dollars to the United States by
          such means as the Depositary may determine to the extent that it
          determines that such transfer may be made on a reasonable basis, (3)
          obtaining any approval or license of any governmental authority
          required for such conversion or transfer, which is obtainable at a
          reasonable cost and within a reasonable time and (4) making any sale
          by public or private means in any commercially reasonable manner.

     (b)  Shares. (i) Additional ADRs evidencing whole ADSs representing any
          Shares available to the Depositary resulting from a dividend or free
          distribution on Deposited Securities consisting of Shares (a "Share
          Distribution") and (ii) U.S. dollars available to it resulting from
          the net proceeds of sales of Shares received in a Share Distribution,
          which Shares would give rise to fractional ADSs if additional ADRs
          were issued therefor, as in the case of Cash.

     (c)  Rights. (i) Warrants or other instruments in the discretion of the
          Depositary representing rights to acquire additional ADRs in respect
          of any rights to subscribe for additional Shares or rights of any
          nature available to the Depositary as a result of a distribution on
          Deposited Securities ("Rights"), to the extent that the Company timely
          furnishes to the Depositary evidence satisfactory to the Depositary
          that the Depositary may lawfully distribute the same (the Company has
          no obligation to so furnish such evidence), or (ii) to the extent the
          Company does not so furnish such evidence and sales of Rights are
          practicable, any U.S. dollars available to the Depositary from the net
          proceeds of sales of Rights as in the case of Cash, or (iii) to the
          extent the Company does not so furnish such evidence and such sales
          cannot practicably be accomplished by reason of the nontransferability
          of the Rights, limited markets therefor, their short duration or
          otherwise, nothing (and any Rights may lapse).

     (d)  Other Distributions. (i) Securities or property available to the
          Depositary resulting from any distribution on Deposited Securities
          other than Cash, Share Distributions and Rights ("Other
          Distributions"), by any means that the Depositary may deem equitable
          and practicable, or (ii) to the extent the Depositary deems
          distribution of such securities or property not to be equitable and
          practicable, any U.S. dollars available to the Depositary from the net
          proceeds of sales of Other Distributions as in the case of Cash. Such
          U.S. dollars available will be distributed by checks drawn on a bank
          in the United States for whole dollars and cents. Fractional cents
          will be withheld without liability and dealt with by the Depositary in
          accordance with its then current practices.

                                       14
<PAGE>
(11) Record Dates. The Depositary may, after consultation with the Company if
     practicable, fix a record date (which shall be as near as practicable to
     any corresponding record date set by the Company) for the determination of
     the Holders who shall be responsible for the fee assessed by the Depositary
     for administration of the ADR program and for any expenses provided for in
     paragraph (7) hereof as well as for the determination of the Holders who
     shall be entitled to receive any distribution on or in respect of Deposited
     Securities, to give instructions for the exercise of any voting rights, to
     receive any notice or to act in respect of other matters and only such
     Holders shall be so entitled or obligated.

(12) Voting of Deposited Securities. As soon as practicable after receipt from
     the Company of notice of any meeting or solicitation of consents or proxies
     of holders of Shares or other Deposited Securities, the Depositary shall
     distribute to Holders a notice stating (a) such information as is contained
     in such notice and any solicitation materials, (b) that each Holder on the
     record date set by the Depositary therefor will, subject to any applicable
     provisions of Cayman Island law, be entitled to instruct the Depositary as
     to the exercise of the voting rights, if any, pertaining to the Deposited
     Securities represented by the ADSs evidenced by such Holder's ADRs and (c)
     the manner in which such instructions may be given, including instructions
     to give a discretionary proxy to a person designated by the Company. Upon
     receipt of instructions of a Holder on such record date in the manner and
     on or before the date established by the Depositary for such purpose, the
     Depositary shall endeavor insofar as practicable and permitted under the
     provisions of or governing Deposited Securities to vote or cause to be
     voted the Deposited Securities represented by the ADSs evidenced by such
     Holder's ADRs in accordance with such instructions. The Depositary will not
     itself exercise any voting discretion in respect of any Deposited
     Securities. There is no guarantee that Holders generally or any Holder in
     particular will receive the notice described above with sufficient time to
     enable such Holder to return any voting instructions to the Depositary in a
     timely manner.

     To the extent such instructions are not so received by the Depositary from
     any Holder, the Depositary shall deem such Holder to have so instructed the
     Depositary to give a discretionary proxy to a person designated by the
     Company and the Depositary shall endeavor insofar as practicable and
     permitted under the provisions of or governing Deposited Securities to give
     a discretionary proxy to a person designated by the Company to vote the
     Deposited Securities represented by the ADSs evidenced by such Holder's
     ADRs as to which such instructions are so given, provided that no such
     instruction shall be deemed given and no discretionary proxy shall be given
     with respect to any matter as to which the Company informs the Depositary
     (and the Company, acting in a fiduciary capacity on behalf of Holders,
     agrees to provide such information promptly in writing) or the Depositary
     reasonably believes (in the case of (y) or (z) below) that (x) the Company
     does not wish such proxy given, (y) substantial opposition exists or (z)
     materially affects the rights of holders of Shares.

     Notwithstanding anything to the contrary contained herein, the Depositary
     shall not be obligated to give any such deemed instruction unless and until
     the Depositary has been provided with an opinion of counsel to the Company,
     in form and substance satisfactory to the Depositary, to the effect that
     (i) the granting of such discretionary proxy does not subject the
     Depositary to any reporting obligations in the Cayman Islands or the
     People's Republic of China, (ii) the granting of such proxy will not result
     in a violation of Cayman Island or, to the extent applicable, People's
     Republic of China law, rule, regulation or permit, (iii) the voting
     arrangement and proxy as contemplated herein will be given effect under
     Cayman Island law, (iv) the Depositary will not be deemed to be authorized
     to exercise any discretion when voting in accordance with the terms of this
     paragraph (12) under Cayman Island law and, (v) the Depositary will not be
     subject to any liability under Cayman Island law for losses arising from
     the exercise of the voting arrangements set forth in this paragraph (12).

                                       15
<PAGE>
(13) Changes Affecting Deposited Securities. Subject to paragraphs (4) and (5),
     the Depositary may, in its discretion, amend this ADR or distribute
     additional or amended ADRs (with or without calling this ADR for exchange)
     or cash, securities or property on the record date set by the Depositary
     therefor to reflect any change in par value, split-up, consolidation,
     cancellation or other reclassification of Deposited Securities, any Share
     Distribution or Other Distribution not distributed to Holders or any cash,
     securities or property available to the Depositary in respect of Deposited
     Securities from (and the Depositary is hereby authorized to surrender any
     Deposited Securities to any person and to sell by public or private sale
     any property received in connection with) any recapitalization,
     reorganization, merger, consolidation, liquidation, receivership,
     bankruptcy or sale of all or substantially all the assets of the Company,
     and to the extent the Depositary does not so amend this ADR or make a
     distribution to Holders to reflect any of the foregoing, or the net
     proceeds thereof, whatever cash, securities or property results from any of
     the foregoing shall constitute Deposited Securities and each ADS evidenced
     by this ADR shall automatically represent its pro rata interest in the
     Deposited Securities as then constituted.

(14) Exoneration. The Depositary, the Company, their agents and each of them
     shall: (a) incur no liability (i) if any present or future law, rule or
     regulation of the United States, the Cayman Islands, the People's Republic
     of China or any other country, or of any governmental or regulatory
     authority or stock exchange, the provisions of or governing any Deposited
     Securities, act of God, war, terrorism or other circumstance beyond its
     control shall prevent, delay or subject to any civil or criminal penalty
     any act which the Deposit Agreement or this ADR provides shall be done or
     performed by it, or (ii) by reason of any exercise or failure to exercise
     any discretion given it in the Deposit Agreement or this ADR; (b) assume no
     liability except to perform its obligations to the extent they are
     specifically set forth in this ADR and the Deposit Agreement without gross
     negligence or bad faith; (c) in the case of the Depositary and its agents,
     be under no obligation to appear in, prosecute or defend any action, suit
     or other proceeding in respect of any Deposited Securities or this ADR; (d)
     in the case of the Company and its agents hereunder be under no obligation
     to appear in, prosecute or defend any action, suit or other proceeding in
     respect of any Deposited Securities or this ADR, which in its opinion may
     involve it in expense or liability, unless indemnity satisfactory to it
     against all expense (including fees and disbursements of counsel) and
     liability be furnished as often as may be required; or (e) not be liable
     for any action or inaction by it in reliance upon the advice of or
     information from legal counsel, accountants, any person presenting Shares
     for deposit, any Holder, or any other person believed by it to be competent
     to give such advice or information. The Depositary, its agents and the
     Company may rely and shall be protected in acting upon any written notice,
     request, direction or other document believed by them to be genuine and to
     have been signed or presented by the proper party or parties. The
     Depositary and its agents will not be responsible for any failure to carry
     out any instructions to vote any of the Deposited Securities, for the
     manner in which any such vote is cast or for the effect of any such vote.
     The Depositary and its agents may own and deal in any class of securities
     of the Company and its affiliates and in ADRs. Notwithstanding anything to
     the contrary set forth in the Deposit Agreement or an ADR, the Depositary
     and its agents may fully respond to any and all demands or requests for
     information maintained by or on its behalf in connection with the Deposit
     Agreement, any Holder or Holders, any ADR or ADRs or otherwise related
     hereto to the extent such information is requested or required by or
     pursuant to any lawful authority, including without limitation laws, rules,
     regulations, administrative or judicial process, banking, securities or
     other regulators. The Company has agreed to indemnify the Depositary and
     its agents under certain circumstances and the Depositary has agreed to
     indemnify the Company under certain circumstances. Neither the Company nor
     the Depositary nor any of their respective agents shall be liable to
     Holders or beneficial owners of interests in ADSs for any indirect,
     special, punitive or consequential damages. No disclaimer of liability
     under the Securities Act of 1933 is intended by any provision hereof.

                                       16
<PAGE>
(15) Resignation and Removal of Depositary; the Custodian. The Depositary may
     resign as Depositary by written notice of its election to do so delivered
     to the Company, or be removed as Depositary by the Company by written
     notice of such removal delivered to the Depositary. The Depositary may
     appoint substitute or additional Custodians and the term "Custodian" refers
     to each Custodian or all Custodians as the context requires.

(16) Amendment. Subject to the last sentence of paragraph (2), the ADRs and the
     Deposit Agreement may be amended by the Company and the Depositary,
     provided that any amendment that imposes or increases any fees or charges
     (other than stock transfer or other taxes and other governmental charges,
     transfer or registration fees, cable, telex or facsimile transmission
     costs, delivery costs or other such expenses), or that shall otherwise
     prejudice any substantial existing right of Holders, shall become effective
     30 days after notice of such amendment shall have been given to the
     Holders. Every Holder of an ADR at the time any amendment to the Deposit
     Agreement so becomes effective shall be deemed, by continuing to hold such
     ADR, to consent and agree to such amendment and to be bound by the Deposit
     Agreement as amended thereby. In no event shall any amendment impair the
     right of the Holder of any ADR to surrender such ADR and receive the
     Deposited Securities represented thereby, except in order to comply with
     mandatory provisions of applicable law. Any amendments or supplements which
     (i) are reasonably necessary (as agreed by the Company and the Depositary)
     in order for (a) the ADSs to be registered on Form F-6 under the Securities
     Act of 1933 or (b) the ADSs or Shares to be traded solely in electronic
     book-entry form and (ii) do not in either such case impose or increase any
     fees or charges to be borne by Holders, shall be deemed not to prejudice
     any substantial rights of Holders. Notwithstanding the foregoing, if any
     governmental body or regulatory body should adopt new laws, rules or
     regulations which would require amendment or supplement of the Deposit
     Agreement or the form of ADR to ensure compliance therewith, the Company
     and the Depositary may amend or supplement the Deposit Agreement and the
     ADR at any time in accordance with such changed rules. Such amendment or
     supplement to the Deposit Agreement in such circumstances may become
     effective before a notice of such amendment or supplement is given to
     Holders or within any other period of time as required for compliance.

(17) Termination. Upon the resignation or removal of the Depositary pursuant to
     the Deposit Agreement, the Depositary may, and shall at the written
     direction of the Company, terminate the Deposit Agreement and this ADR by
     mailing notice of such termination to the Holders at least 30 days prior to
     the date fixed in such notice for such termination. After the date so fixed
     for termination, the Depositary and its agents will perform no further acts
     under the Deposit Agreement and this ADR, except to receive and hold (or
     sell) distributions on Deposited Securities and deliver Deposited
     Securities being withdrawn. As soon as practicable after the expiration of
     six months from the date so fixed for termination, the Depositary shall
     sell the Deposited Securities and shall thereafter (as long as it may
     lawfully do so) hold in a segregated account the net proceeds of such
     sales, together with any other cash then held by it under the Deposit
     Agreement, without liability for interest, in trust for the pro rata
     benefit of the Holders of ADRs not theretofore surrendered. After making
     such sale, the Depositary shall be discharged from all obligations in
     respect of the Deposit Agreement and this ADR, except to account for such
     net proceeds and other cash. After the date so fixed for termination, the
     Company shall be discharged from all obligations under the Deposit
     Agreement except for its obligations to the Depositary and its agents.

(18) Appointment. Each Holder and each person holding an interest in ADSs, upon
     acceptance of any ADSs (or any interest therein) issued in accordance with
     the terms and conditions of the Deposit Agreement shall be deemed for all
     purposes to (a) be a party to and bound by the terms of the Deposit
     Agreement and the applicable ADR(s), and (b) appoint the Depositary its
     attorney-in-fact, with full power to delegate, to act on its behalf and to
     take any and all actions contemplated in the Deposit Agreement and the
     applicable ADR(s), to adopt any and all procedures necessary to comply with
     applicable law and to take such action as the Depositary

                                       17
<PAGE>
     in its sole discretion may deem necessary or appropriate to carry out the
     purposes of the Deposit Agreement and the applicable ADR(s), the taking of
     such actions to be the conclusive determinant of the necessity and
     appropriateness thereof.

                                       18