The Depositary makes no representation or warranty as to the validity or worth of the DepositedSecurities. The Depositary has made arrangements for the acceptance of the ADSs into DTC. EachBeneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTCParticipants to exercise and be entitled to any rights attributable to such ADSs.(2) Withdrawal of Deposited Securities. The Holder of this ADR (and of the ADSsevidenced hereby) shall be entitled to Delivery (at the Custodian’s designated office) of theDeposited Securities at the time represented by the ADSs evidenced hereby upon satisfaction of eachof the following conditions: (i) the Holder (or a duly authorized attorney of the Holder) has dulyDelivered to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable,this ADR) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if sorequired by the Depositary, this ADR has been properly endorsed in blank or is accompanied byproper instruments of transfer in blank (including signature guarantees in accordance with standardsecurities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs hasexecuted and delivered to the Depositary a written order directing the Depositary to cause theDeposited Securities being withdrawn to be Delivered to or upon the written order of the person(s)designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by,the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to theterms and conditions of this ADR, of the Deposit Agreement, of the Company’s Amended and RestatedMemorandum and Articles of Association, of any applicable laws, and to any provisions of orgoverning the Deposited Securities, in each case as in effect at the time thereof.Upon satisfaction of each of the conditions specified above, the Depositary (i) shall cancelthe ADSs Delivered to it (and, if applicable, the ADR(s) evidencing the ADSs so Delivered), (ii)shall direct the Registrar to record the cancellation of the ADSs so Delivered on the booksmaintained for such purpose, and (iii) shall direct the Custodian to Deliver (without unreasonabledelay) at the Custodian’s designated office the Deposited Securities represented by the ADSs socanceled together with any certificate or other document of title for the Deposited Securities, orevidence of the electronic transfer thereof (if available), as the case may be, to or upon thewritten order of the person(s) designated in the order delivered to the Depositary for suchpurpose, subject however, in each case, to the terms and conditions of the Deposit Agreement, ofthis ADR, of the Amended and Restated Memorandum and Articles of Association of the Company, ofany applicable laws, and to the terms and conditions of or governing the Deposited Securities, ineach case as in effect at the time thereof.The Depositary shall not accept for surrender ADSs representing less than one Share. In thecase of Delivery to it of ADSs representing a number other than a whole number of Shares, theDepositary shall cause ownership of the appropriate whole number of Shares to be Delivered inaccordance with the terms hereof, and shall, at the discretion of the Depositary, either (i)return to the person surrendering such ADSs the number of ADSs representing any remainingfractional Share, or (ii) sell or cause to be sold the fractional Share represented by the ADSs sosurrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, andexpenses incurred by, the Depositary and (b) taxes withheld) to the person surrendering the ADSs.Notwithstanding anything else contained in this ADR or the Deposit Agreement, the Depositary maymake delivery at the Principal Office of the Depositary of (i) any cash dividends or cashdistributions, or (ii) any proceeds from the sale of any distributions of shares or rights, whichare at the time held by the Depositary in respect of the Deposited Securities represented by theADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Holderso surrendering ADSs represented by this ADR, and for the account of such Holder, the Depositaryshall direct the Custodian to forward (to the extent permitted by law) any cash or other property(other than securities) held by the Custodian in respect of the Deposited Securities representedby such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Suchdirection shall be given by letter or, at the request, risk and expense of such Holder, by cable,telex or facsimile transmission.(3) Transfer, Combination and Split-Up of ADRs. The Registrar shallpromptly register the transfer of this ADR (and of the ADSsrepresented hereby) on the books maintained for such purpose and the Depositary shall (x) cancelthis ADR and execute new ADRs evidencing the same aggregate number of ADSs as those evidenced bythis ADR when canceled, (y) cause the Registrar to countersign such new ADRs, and (z) Deliver suchnew ADRs to or upon the order of the person entitled thereto, if each of the following conditionshas been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorizedattorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting atransfer thereof, (ii) this ADR has been properly endorsed or is accompanied by proper instrumentsof transfer (including signature guarantees in accordance with standard securities industrypractice), (iii) this ADR has been duly stamped (if required by the laws of the State of New Yorkor of the United States), and (iv) all applicable fees and charges of, and expenses incurred by,the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, tothe terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each caseas in effect at the time thereof.The Registrar shall register the split-up or combination of this ADR (and of the ADSsrepresented hereby) on the books maintained for such purpose and the Depositary shall cancel thisADR and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding thenumber of ADSs evidenced by this ADR (when canceled), cause the Registrar to countersign such newADRs, and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of thefollowing conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or bya duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purposeof effecting a split-up or combination hereof, and (ii) all applicable fees and charges of, andexpenses incurred by, the Depositary and all applicable taxes and government charges (as are setforth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however,in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of applicablelaw, in each case as in effect at the time thereof.(4) Pre-Conditions to Registration, Transfer, Etc. As a condition precedent to theexecution and delivery, the registration of issuance,transfer, split-up, combination or surrender, of any ADR, the delivery of any distribution thereon,or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i)payment from the depositor of Shares or presenter of ADSs or of an ADR of a sum sufficient toreimburse it for any tax or other governmental charge and any stock transfer or registration feewith respect thereto (including any such tax or charge and fee with respect to Shares beingdeposited or withdrawn) and payment of any applicable fees and charges of the Depositary asprovided in the Deposit Agreement and in this ADR, (ii) the production of proof satisfactory to itas to the identity and genuineness of any signature or any other matters contemplated in theDepositAgreement, and (iii) compliance with (A) any laws or governmental regulations relating to theexecution and delivery of ADRs or ADSs or to the withdrawal of Deposited Securities and (B) suchreasonable regulations as the Depositary or the Company may establish consistent with theprovisions of this ADR and the Deposit Agreement and applicable law.
 
 

 
The issuance of ADSs against deposits of Shares generally or against deposits of particularShares may be suspended, or the deposit of particular Shares may be refused, or the registrationof transfer of ADRs in particular instances may be refused, or the registration of transfer ofADRs generally may be suspended, during any period when the transfer books of the Company, theDepositary, a Registrar or the Share Registrar are closed or if any such action is deemednecessary or advisable by the Depositary or the Company, in good faith, at any time or from timeto time because of any requirement of law, any government or governmental body or commission orany securities exchange upon which the Shares or ADSs are listed, or under any provision of theDeposit Agreement or this ADR, 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 allcases to paragraph (24) hereof. Notwithstanding any provision of the Deposit Agreement or thisADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the DepositedSecurities at any time subject only to (i) temporary delays caused by closing the transfer booksof the Depositary or the Company or the deposit of Shares in connection with voting at ashareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similarcharges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating tothe ADRs or to the withdrawal of the Deposited Securities, and (iv) other circumstancesspecifically contemplated by Instruction I.A.(1) of the General Instructions to Form F-6 (as suchGeneral Instructions may be amended from time to time).(5)Compliance With Information Requests. Notwithstanding any other provisionof the Deposit Agreement or this ADR, each Holder and Beneficial Owner of the ADSs representedhereby agrees to comply with requests from the Company pursuant to applicable Cayman Islands law,the rules and requirements of any other stock exchange on which Shares or ADSs are, or will be,registered, traded or listed, or the Amended and Restated Memorandum and Articles of Associationof the Company, which are made to provide information, inter alia, as to the capacity in whichsuch Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding theidentity of any other person(s) interested in such ADSs and the nature of such interest andvarious other matters, whether or not they are Holders and/or Beneficial Owners at the time ofsuch request.(6)Ownership Restrictions. Notwithstanding any provision of this ADR or ofthe Deposit Agreement, the Company may restrict transfers of the Shares where such transfer mightresult in ownership of Shares exceeding limits imposed by applicable law or the Amended andRestated Memorandum and Articles of Association of the Company. The Company may also restrict, insuch manner as it deems appropriate, transfers of ADSs where such transfer may result in the totalnumber of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceedany such limits. The Company may, in its sole discretion but subject to applicable law, instructthe Depositary to take action with respect to the ownership interest of any Holder or BeneficialOwner in excess of the limits set forth in the preceding sentence, including but not limited to,the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rightsor a mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Sharesrepresented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, ifand to the extent such disposition is permitted by applicable law and the Amended and RestatedMemorandum and Articles of Association of the Company.(7)Liability of Holder for Taxes and Other Charges. Any tax or othergovernmental charge payable with respect to any ADR or any Deposited Securities or ADSs shall bepayable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/orDepositary may withhold or deduct from any distributions made in respect of Deposited Securitiesand may sell for the account of a Holder and/or Beneficial Owner any or all of the DepositedSecurities and apply such distributions and sale proceeds in payment of such taxes (includingapplicable interest and penalties) or charges, the Holder and the Beneficial Owner hereof remainingliable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary mayrefuse to issue ADSs, to deliver ADRs, register the transfer, split-up or combination of ADRs and(subject to paragraph (24) hereof) the withdrawal of Deposited Securities until payment in full ofsuch tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees toindemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employeesand Affiliates for, and hold each of them harmless from, any claims with respect to taxes(including applicable interest and penalties thereon) arising from any tax benefit obtained forsuch Holder and/or Beneficial Owner.(8)Representations and Warranties of Depositors. Each person depositingShares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) suchShares and the certificates therefor are duly authorized, validly issued, fully paid,non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, ifany, with respect to such Shares have been validly waived or exercised, (iii) the person makingsuch deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clearof any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Sharespresented for deposit are not, and the ADSs issuable upon such deposit will not be, RestrictedSecurities (except as contemplated in Section 2.13 of the Deposit Agreement), and (vi) the Sharespresented for deposit have not been stripped of any rights or entitlements. Such representationsand warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation ofADSs in respect thereof and the transfer of such ADSs. If any such representations or warrantiesare false in any way, the Company and the Depositary shall be authorized, at the cost and expenseof the person depositing Shares, to take any and all actions necessary to correct the consequencesthereof.(9)Filing Proofs, Certificates and Other Information. Any person presentingShares for deposit, and any Holder and any Beneficial Owner may be required, and every Holder andBeneficial Owner agrees, from time to time to provide to the Depositary and the Custodian suchproof of citizenship or residence, taxpayer status, payment of all applicable taxes or othergovernmental charges, exchange control approval, legal or beneficial ownership of ADSs andDeposited Securities, compliance with applicable laws and the terms of the Deposit Agreement andthe provisions of, or governing, the Deposited Securities, to execute such certifications and tomake such representations and warranties, and to provide such other information and documentation(or, in the case of Shares in registered form presented for deposit, such information relating tothe registration of Shares on the books of the Shares Registrar) as the Depositary or theCustodian may deem necessary or proper or as the Company may reasonably require by written requestto the Depositary consistent with its obligations under the Deposit Agreement. The Depositary andthe Registrar, as applicable, may withhold the execution or delivery or registration of transferof any ADR or the distribution or sale of any dividend or other distribution of rights or of theproceeds thereof or, to the extent not limited by paragraph (24) hereof, the delivery of anyDeposited Securities until such proof or other information is filed or such certifications areexecuted, or such representations are made or such information and documentation are provided, ineach case to the Depositary’s, the Registrar’s and the Company’ssatisfaction.
 
 

 
(10)Charges of Depositary. The Depositary shall charge the following fees: (i) Issuance Fee: to any person depositing Shares or to whomADSs are issued upon the deposit of Shares, a fee not in excess of U.S.$5.00 per100 ADSs (or portion thereof) so issued under the terms of the Deposit Agreement(excluding issuances pursuant to paragraph (iv) below); (ii) Cancellation Fee: to any person surrendering ADSs for cancellationand withdrawal of Deposited Securities, a fee not in excess of U.S. $5.00 per 100ADSs (or portion thereof) so surrendered; (iii) Cash Distribution Fee: to any Holder of ADRs, a fee not in excessof U.S. $2.00 per 100 ADSs (or portion thereof) held for the distribution of cashdividends or other cash distributions (i.e., upon the sale of rights and otherentitlements) under the terms of the Deposit Agreement, unless prohibitedby the exchange upon which the ADSs are listed; and (iv) Stock Distribution/Rights Exercise Fee: to any Holder of ADRs, afee not in excess of U.S. $5.00 per 100 ADSs (or portion thereof) issuedpursuant to stock dividends or other free stock distributions or upon theexercise of rights to purchase additional ADSs unless prohibited by theexchange upon which the ADSs are listed; (v) Other Distribution Fee: to any Holder of ADRs receiving adistribution of securities other than ADSs or rights to purchase additionalADSs, a fee not in excess of U.S. $5.00 per unit of 100 securities (orfraction thereof) distributed; (vi) Annual Depositary Services Fee: to any Holder of ADRs, a feenot in excess of U.S. $2.00 per 100 ADSs (or fraction thereof) held on the lastday of each calendar year, except to the extent of any cash dividend fee(s)charged under paragraph (iii) above during that calendar year; and (vii) ADR Transfer Fee: to any person presenting an ADR fortransfer, a fee not in excess of U.S. $1.50 per ADR so presented for transfer.In addition, Holders, Beneficial Owners, persons depositing Shares and persons surrenderingADSs for cancellation and withdrawal of Deposited Securities will be required to pay thefollowing charges: (i) taxes (including applicable interest and penalties) and othergovernmental charges; (ii) such registration fees as may from time to time be in effect forthe registration of Shares or other Deposited Securities on the share registerand applicable to transfers of Shares or other Deposited Securities to or fromthe name of the Custodian, the Depositary or any nominees upon the making ofdeposits and withdrawals, respectively; (iii) such cable, telex and facsimile transmission and delivery expensesas are expressly provided in the Deposit Agreement to be at the expense of theperson depositing or withdrawing Shares or Holders and Beneficial Owners ofADSs; the expenses and charges incurred by the Depositary in the conversion offoreign currency; (iv) such fees and expenses as are incurred by the Depositary inconnectionwith compliance with exchange control regulations and otherregulatory requirements applicable to Shares, Deposited Securities, ADSs andADRs; and (v) the fees and expenses incurred by the Depositary, the Custodian, orany nominee in connection with the delivery or servicing of DepositedSecurities.Any other charges and expenses of the Depositary under the Deposit Agreement will be paid bythe Company upon agreement between the Depositary and the Company. All fees and charges may, atany time and from time to time, be changed by agreement between the Depositary and Company but, inthe case of fees and charges payable by Holders or Beneficial Owners, only in the mannercontemplated by paragraph (22) of this ADR. The Depositary will provide, without charge, a copy ofits latest fee schedule to anyone upon request. The charges and expenses of the Custodian are forthe sole account of the Depositary.(11)Title to ADRs. It is a condition of this ADR, and every successiveHolder of this ADR by accepting or holding the same consents and agrees, that title to this ADR(and to each ADS evidenced hereby) shall be transferable upon the same terms as a certificatedsecurity under the laws of the State of New York, provided that the ADR has been properly endorsedor is accompanied by proper instruments of transfer. Notwithstanding any notice to the contrary,the Depositary and the Company may deem and treat the Holder of this ADR (that is, the person inwhose name this ADR is registered on the books of the Depositary) as the absolute owner thereoffor all purposes. Neither the Depositary nor the Company shall have any obligation nor be subjectto any liability under the Deposit Agreement or this ADR to any holder of this ADR or anyBeneficial Owner unless such holder is the Holder of this ADR registered on the books of theDepositary or, in the case of a Beneficial Owner, such Beneficial Owner or the Beneficial Owner’srepresentative is the Holder registered on the books of the Depositary.
 
 

 
(12)Validity of ADR. The Holder(s) of this ADR (and the ADSs representedhereby) shall not be entitled to any benefits under the Deposit Agreement or be valid orenforceable for any purpose against the Depositary or the Company unless this ADR has been (i)dated, (ii) signed by the manual or facsimile signature of a duly-authorized signatory of theDepositary, (iii) countersigned by the manual or facsimile signature of a duly-authorized signatoryof the Registrar, and (iv) registered in the books maintained by the Registrar for the registrationof issuances and transfers of ADRs. ADRs bearing the facsimile signature of a duly-authorizedsignatory of the Depositary or the Registrar, who at the time of signature was a duly authorizedsignatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary,notwithstanding the fact that such signatory has ceased to be so authorized prior to the deliveryof such ADR by the Depositary.(13)Available Information; Reports; Inspection of Transfer Books. TheCompany is subject to the periodic reporting requirements of the Exchange Act and accordinglyfiles certain information with the Commission. These reports and documents can be inspected andcopied at the public reference facilities maintained by the Commission located at JudiciaryPlaza, 450 Fifth Street, N.W., Washington D.C. 20549. The Depositary shall make available forinspection by Holders at its Principal Office any reports and communications, including anyproxy soliciting materials, received from the Company which are both (a) received by theDepositary, the Custodian, or the nominee of either of them as the holder of the DepositedSecurities and (b) made generally available to the holders of such Deposited Securities by theCompany.The Registrar shall keep books for the registration of issuances and transfers of ADRs whichat all reasonable times shall be open for inspection by the Company and by the Holders of suchADRs, provided that such inspection shall not be, to the Registrar’s knowledge, for the purpose ofcommunicating with Holders of such ADRs in the interest of a business or object other than thebusiness of the Company or other than a matter related to the Deposit Agreement or the ADRs.The Registrar may close the transfer books with respect to the ADRs, at any time or fromtime to time, when deemed necessary or advisable by it in good faith in connection with theperformance of its duties hereunder, or at the reasonable written request of the Company subject,in all cases, to paragraph (24) hereof.           Dated:                 CITIBANK, N.A. CITIBANK, N.A.Transfer Agent and Registrar as Depositary           By:     By:                 Authorized Signatory     Authorized Signatory  The address of the Principal Office of the Depositary is 388 Greenwich Street, New York, NewYork 10013, U.S.A.
 
 

 
[FORM OF REVERSE OF ADR]SUMMARY OF CERTAIN ADDITIONAL PROVISIONSOF THE DEPOSIT AGREEMENT(14) Dividends and Distributions in Cash, Shares, etc. Whenever the Depositaryreceives confirmation from the Custodian of receipt of any cash dividend or other cash distributionon any Deposited Securities, or receives proceeds from the sale of any Deposited Securities or ofany entitlements held in respect of Deposited Securities under the terms of the Deposit Agreement,the Depositary will (i) if at the time of receipt thereof any amounts received in a ForeignCurrency can, in the judgment of the Depositary (upon the terms of the Deposit Agreement), beconverted on a practicable basis into Dollars transferable to the United States, promptly convertor cause to be converted such cash dividend, distribution or proceeds into Dollars (upon the termsof the Deposit Agreement), (ii) if applicable, establish the ADS Record Date upon the termsdescribed in Section 4.9 of the Deposit Agreement, and (iii) distribute promptly the amount thusreceived (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and(b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to thenumber of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount,however, as can be distributed without attributing to any Holder a fraction of one cent, and anybalance not so distributed shall be held by the Depositary (without liability for interest thereon)and shall be added to and become part of the next sum received by the Depositary for distributionto Holders of ADSs then outstanding at the time of the next distribution. If the Company, theCustodian or the Depositary is required to withhold and does withhold from any cash dividend orother cash distribution in respect of any Deposited Securities an amount on account of taxes,duties or other governmental charges, the amount distributed to Holders on the ADSs representingsuch Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded bythe Company, the Custodian or the Depositary to the relevant governmental authority.If any distribution upon any Deposited Securities consists of a dividend in, or freedistribution of, Shares, the Company shall cause such Shares to be deposited with the Custodianand registered, as the case may be, in the name of the Depositary, the Custodian or theirrespective nominees. Upon receipt of confirmation of the deposit from the Custodian, theDepositary shall, subject to and in accordance with the Deposit Agreement, establish the ADSRecord Date and either (i) the Depositary shall distribute to the Holders as of the ADS RecordDate in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, whichrepresent in aggregate the number of Shares received as such dividend, or free distribution,subject to the terms of the Deposit Agreement (including, without limitation, (a) the applicablefees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) ifadditional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Dateshall, to the extent permissible by law, thenceforth also represent rights and interest in theadditional integral number of Shares distributed upon the Deposited Securities represented thereby(net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b)taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares orADSs, as the case may be, represented by the aggregate of such fractions and distribute the netproceeds upon the terms set forth in the Deposit Agreement.In the event that the Depositary determines that any distribution in property (includingShares) is subject to any tax or other governmental charges which the Depositary is obligated towithhold, or, if the Company in the fulfillment of its obligations under the Deposit Agreement,has furnished an opinion of U.S. counsel determining that Shares must be registered under theSecurities Act or other laws in order to be distributed to Holders (and no such registrationstatement has been declared effective), the Depositary may dispose of all or a portion of suchproperty (including Shares and rights to subscribe therefor) in such amounts and in such manner,including by public or private sale, as the Depositary deems necessary and practicable and theDepositary shall distribute the net proceeds of any such sale (after deduction of (a) taxes and(b) fees and charges of, and the expenses incurred by, the Depositary) to Holders entitled theretoupon the terms of the Deposit Agreement. The Depositary shall hold and/or distribute any unsoldbalance of such property in accordance with the provisions of the Deposit Agreement.Upon timely receipt of a notice indicating that the Company wishes an elective distribution tobe made available to Holders of ADSs upon the terms described in the Deposit Agreement, the Companyand the Depositary shall determine whether such distribution is lawful and reasonably practicable.If so, the Depositary shall, subject to the terms and conditions of the Deposit Agreement,establish an ADS Record Date according to paragraph (16) and establish procedures to enable theHolder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If aHolder elects to receive the distribution in cash, the distribution shall be made as in the case ofa distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs,the distribution shall be made as in the case of a distribution in Shares upon the terms describedin the Deposit Agreement. If such elective distribution is not reasonably practicable or if theDepositary did not receive satisfactory documentation set forth in the Deposit Agreement, theDepositary shall, to the extent permitted by law, distribute to Holders, on the basis of the samedetermination as is made in the Cayman Islands in respect of the Shares for which no election ismade, either (x) cash or (y) additional ADSs representing such additional Shares, in each case,upon the terms described in the Deposit Agreement. Nothing herein or in the Deposit Agreement shallobligate the Depositary to make available to the Holder hereof a method to receive the electivedistribution in Shares (rather than ADSs). There can be no assurance that the Holder hereof will begiven the opportunity to receive elective distributions on the same terms and conditions as theholders of Shares.
 
 

 
Upon timely receipt by the Depositary of a notice indicating that the Company wishes rights tosubscribe for additional Shares to be made available to Holders of ADSs, the Depositary uponconsultation with the Company, shall determine, whether it is lawful and reasonably practicable tomake such rights available to the Holders. The Depositary shall make such rights available to anyHolders only if (i) the Company shall have timely requested that such rights be made available toHolders, (ii) the Depositary shall have received the documentation contemplated in the DepositAgreement, and (iii) the Depositary shall have determined that such distribution of rights isreasonably practicable. If such conditions are not satisfied, the Depositary shall sell the rightsas described below. In the event all conditions set forth above are satisfied, the Depositary shallestablish an ADS Record Date (upon the terms described in the Deposit Agreement) and establishprocedures to distribute rights to purchase additional ADSs (by means of warrants or otherwise), toenable the Holders to exercise the rights (upon payment of the subscription price and of theapplicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes), and(z) to deliver ADSs upon the valid exercise of such rights. Nothing herein or in the DepositAgreement shall obligate the Depositary to make available to the Holders a method to exerciserights to subscribe for Shares (rather than ADSs). If (i) the Company does not timely request theDepositary to make the rights available to Holders or if the Company requests that the rights notbe made available to Holders, (ii) the Depositary fails to receive the documentation required bythe Deposit Agreement or determines it is not reasonably practicable to make the rights availableto Holders, or (iii) any rights made available are not exercised and appear to be about to lapse,the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights,in a riskless principal capacity, at such place and upon such terms (including public and privatesale) as it may deem practicable. The Depositary shall, upon such sale, convert and distributeproceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, theDepositary and (b) taxes) upon the terms hereof and of the Deposit Agreement. If the Depositary isunable to make any rights available to Holders or to arrange for the sale of the rights upon theterms described above, the Depositary shall allow such rights to lapse. The Depositary shall not beresponsible for (i) any failure to determine that it may be lawful or practicable to make suchrights available to Holders in general or any Holders in particular, (ii) any foreign exchangeexposure or loss incurred in connection with such sale or exercise, or (iii) the content of anymaterials forwarded to the ADR Holders on behalf of the Company in connection with the rightsdistribution.Notwithstanding anything herein or in the Deposit Agreement to the contrary, if registration(under the Securities Act or any other applicable law) of the rights or the securities to which anyrights relate may be required in order for the Company to offer such rights or such securities toHolders and to sell the securities represented by such rights, the Depositary will not distributesuch rights to the Holders (i) unless and until a registration statement under the Securities Act(or other applicable law) covering such offering is in effect or (ii) unless the Company furnishesthe Depositary opinion(s) of counsel for the Company in the United States and counsel to theCompany in any other applicable country in which rights would be distributed, in each casesatisfactory to the Depositary, to the effect that the offering and sale of such securities toHolders and Beneficial Owners are exempt from, or do not require registration under, the provisionsof the Securities Act or any other applicable laws. In the event that the Company, the Depositaryor the Custodian shall be required to withhold and does withhold from any distribution of property(including rights) an amount on account of taxes or other governmental charges, the amountdistributed to the Holders of ADSs representing such Deposited Securities shall be reducedaccordingly. In the event that the Depositary determines that any distribution in property(including Shares and rights to subscribe therefor) is subject to any tax or other governmentalcharges which the Depositary is obligated to withhold, the Depositary may dispose of all or aportion of such property (including Shares and rights to subscribe therefor) in such amounts and insuch manner, including by public or private sale, as the Depositary deems necessary and practicableto pay any such taxes or charges.There can be no assurance that Holders generally, or any Holder in particular, will be giventhe opportunity to exercise rights on the same terms and conditions as the holders of Shares or toexercise such rights. Nothing herein or in the Deposit Agreement shall obligate the Company to fileany registration statement in respect of any rights or Shares or other securities to be acquiredupon the exercise of such rights.Upon receipt of a notice indicating that the Company wishes property other than cash, Sharesor rights to purchase additional Shares, to be made to Holders of ADSs, the Depositary shalldetermine whether such distribution to Holders is lawful and reasonably practicable. The Depositaryshall not make such distribution unless (i) the Company shall have requested the Depositary to makesuch distribution to Holders, (ii) the Depositary shall have received the documentationcontemplated in the Deposit Agreement, and (iii) the Depositary shall have determined that suchdistribution is reasonably practicable. Upon satisfaction of such conditions, the Depositary shalldistribute the property so received to the Holders of record, as of the ADS Record Date, inproportion to the number of ADSs held by them respectively and in such manner as the Depositary maydeem practicable for accomplishing such distribution (i) upon receipt of payment or net of theapplicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any taxeswithheld. The Depositary may dispose of all or a portion of the property so distributed anddeposited, in such amounts and in such manner (including public or private sale) as the Depositarymay deem practicable or necessary to satisfy any taxes (including applicable interest andpenalties) or other governmental charges applicable to the distribution.If the conditions above are not satisfied, the Depositary shall sell or cause such property tobe sold in a public or private sale, at such place or places and upon such terms as it may deempracticable and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and(ii) distribute the proceeds of such conversion received by the Depositary (net of applicable (a)fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders as ofthe ADS Record Date upon the terms hereof and of the Deposit Agreement. If the Depositary is unableto sell such property, the Depositary may dispose of such property for the account of the Holdersin any way it deems reasonably practicable under the circumstances.(15) Redemption. Upon timely receipt of notice from the Company that itintends to exercise its right of redemption in respect of any of the Deposited Securities, and asatisfactory opinion of counsel, and upon determining that such proposed redemption is practicable,the Depositary shall (to the extent practicable) provide to each Holder a notice setting forth theCompany’s intention to exercise the redemption rights and any other particulars set forth in theCompany’s notice to the Depositary. Upon receipt of confirmation that the redemption has takenplace and that funds representing the redemption price have been received, the Depositary shallconvert, transfer, distribute the proceeds (net of applicable (a) fees and charges of, and expensesincurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs upon delivery of such ADSsby Holders thereof upon the terms of the Deposit Agreement. If lessthan all outstanding Deposited Securities are redeemed, the ADSs to be retired will beselected by lot or on a pro rata basis, as may be determined by the Depositary. The redemptionprice per ADS shall be the dollar equivalent of the per share amount received by the Depositary(adjusted to reflect the ADS(s)- to-Share(s) ratio) upon the redemption of the Deposited Securitiesrepresented by ADSs (subject to the terms of the Deposit Agreement and the applicable fees andcharges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number ofDeposited Securities represented by each ADS redeemed.
 
 

 
(16)Fixing of ADS Record Date. Whenever the Depositary shall receive noticeof the fixing of a record date by the Company for the determination of holders of DepositedSecurities entitled to receive any distribution (whether in cash, Shares, rights or otherdistribution), or whenever for any reason the Depositary causes a change in the number of Sharesthat are represented by each ADS, or whenever the Depositary shall receive notice of any meetingof, or solicitation of consents or proxies of, holders of Shares or other Deposited Securities, orwhenever the Depositary shall find it necessary or convenient in connection with the giving of anynotice, solicitation of any consent or any other matter, the Depositary shall fix a record date(“ADS Record Date”) for the determination of the Holders of ADRs who shall be entitled to receivesuch distribution, to give instructions for the exercise of voting rights at any such meeting, togive or withhold such consent, to receive such notice or solicitation or to otherwise take action,or to exercise the rights of Holders with respect to such changed number of Shares represented byeach ADS. Subject to applicable law and the terms and conditions of this ADR and the DepositAgreement, only the Holders of ADRs at the close of business in New York on such ADS Record Dateshall be entitled to receive such distributions, to give such instructions, to receive such noticeor solicitation, or otherwise take action.(17)Voting of Deposited Securities. As soon as practicable after receipt ofnotice of any meeting at which the holders of Deposited Securities are entitled to vote, or ofsolicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fixthe ADS Record Date in respect of such meeting or solicitation of such consent or proxy. TheDepositary shall, if requested by the Company in writing in a timely manner (the Depositary havingno obligation to take any further action if the request shall not have been received by theDepositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’sexpense and provided no U.S. legal prohibitions exist, distribute to Holders as of the ADS RecordDate: (a) such notice of meeting or solicitation of consent or proxies, (b) a statement that theHolders at the close of business on the ADS Record Date will be entitled, subject to any applicablelaw, the provisions of the Deposit Agreement, the Company’s Amended and Restated Memorandum andArticles of Association and the provisions of or governing Deposited Securities (which provisions,if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to theexercise of the voting rights, if any, pertaining to the Deposited Securities represented by suchHolder’s ADSs and (c) a brief statement as to the manner in which such voting instructions may begiven, including an indication that Holders for which the Depositary has not timely received votinginstructions will be deemed, and the Depositary shall deem such Holders, to have given adiscretionary proxy to a person designated by the Company to vote the Shares or other DepositedSecurities represented by such Holder’s ADSs in his or her discretion. Voting instructions may begiven only in respect of a number of ADSs representing an integral number of Deposited Securities.Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date inthe manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable andpermitted under applicable law and the provisions of the Deposit Agreement, the Amended andRestated Memorandum and Articles of Association of the Company and the provisions of the DepositedSecurities, to vote, or cause the Custodian to vote, the Deposited Securities represented by suchHolder’s ADSs in accordance with such instructions.Neither the Depositary nor the Custodian shall under any circumstances exercise any discretionas to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the rightto vote, or in any way make use of, for purposes of establishing a quorum or otherwise theDeposited Securities represented by ADSs, except pursuant to and in accordance with the votinginstructions timely received from Holders or as otherwise contemplated herein. If the Depositarytimely receives voting instructions from a Holder which fail to specify the manner in which theDepositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositarywill deem such Holder (unless otherwise specified in the notice distributed to Holders) to haveinstructed the Depositary to vote in favor of the items set forth in such instructions. In theabsence of timely receipt of voting instructions from a Holder of ADSs, the Depositary agrees touse its commercially reasonable efforts to give a discretionary proxy to a person designated by theCompany; provided, however, that, such discretionary proxy shall not be given with respect to anyproposition (a) as to which the Company has informed the Depositary that (i) it does not wish suchdiscretionary proxy to be given or (ii) substantial opposition exists as to any recommendation bythe Company as to the action to be taken at the meeting, (b) as to which the Depositary hasknowledge of any solicitation of proxies in opposition to any recommendation by the Company as toany action to be taken at the meeting, or (c) for the purposes of authorizing a merger orconsolidation or any other matter which may affect substantially the rights or privileges ofHolders of the Shares or other Deposited Securities. Notwithstanding anything else containedherein, the Depositary shall, if so requested in writing by the Company, represent all DepositedSecurities (whether or not voting instructions have been received in respect of such DepositedSecurities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at ameeting of shareholders. On the business day following the date fixed by the Depositary as the lastdate for delivery of voting instructions, the Depositary shall give notice to the Company of thevoting instructions received by the Depositary from the Holders as at the close of business of suchfixed date.Notwithstanding anything else contained in the Deposit Agreement or this ADR, the Depositaryshall not have any obligation to take any action with respect to any meeting, or solicitation ofconsents or proxies, of holders of Deposited Securities if the taking of such action would violateU.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holdersand Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and todeliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be takenif reasonably so requested by the Depositary. There can be no assurance that Holders generally orany Holder in particular will receive the notice described above with sufficient time to enable theHolder to return voting instructions to the Depositary in a timely manner.
 
 

 
(18)Changes Affecting Deposited Securities. Upon any change in nominal orpar value, split-up, cancellation, consolidation or any other reclassification of DepositedSecurities, or upon any recapitalization, reorganization, merger or consolidation or sale ofassets affecting the Company or to which it is a party, any securities which shall be received bythe Depositary or the Custodian in exchange for, or in conversion of or replacement of orotherwise in respect of, such Deposited Securities shall, to the extent permitted by law, betreated as new Deposited Securities under the Deposit Agreement, and the ADRs shall, subject tothe provisions of the Deposit Agreement and applicable law, evidence ADSs representing the rightto receive such additional orreplacement securities, as applicable. The Depositary may, with the Company’s approval, andshall, if the Company shall so request, subject to the terms of the Deposit Agreement and receiptof satisfactory documentation contemplated by the Deposit Agreement, execute and deliveradditional ADRs as in the case of a stock dividend on the Shares, or call for the surrender ofoutstanding ADRs to be exchanged for new ADRs, in either case, as well as in the event of newlydeposited Shares, with necessary modifications to the form of ADR contained in this Exhibit A tothe Deposit Agreement, specifically describing such new Deposited Securities or corporate change.Notwithstanding the foregoing, in the event that any security so received may not be lawfullydistributed to some or all Holders, the Depositary may, with the Company’s approval, and shall ifthe Company requests, subject to receipt of satisfactory legal documentation contemplated in theDeposit Agreement, sell such securities at public or private sale, at such place or places andupon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a)fees and charges of, and expenses incurred by, the Depositary and (b) taxes) for the account ofthe Holders otherwise entitled to such securities and distribute the net proceeds so allocated tothe extent practicable as in the case of a distribution received in cash pursuant to the DepositAgreement. The Depositary shall not be responsible for (i) any failure to determine that it may belawful or feasible to make such securities available to Holders in general or any Holder inparticular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or(iii) any liability to the purchaser of such securities.(19)Exoneration. Neither the Depositary nor the Company shall be obligatedto do or perform any act which is inconsistent with the provisions of the Deposit Agreement orincur any liability (i) if the Depositary or the Company shall be prevented or forbidden from, orsubjected to any civil or criminal penalty or restraint on account of, or delayed in, doing orperforming any act or thing required by the terms of the Deposit Agreement and this ADR, by reasonof any provision of any present or future law or regulation of the United States, the CaymanIslands or any other country, or of any other governmental authority or regulatory authority orstock exchange, or on account of possible criminal or civil penalties or restraint, or by reasonof any provision, present or future, of the Amended and Restated Memorandum and Articles ofAssociation of the Company or any provision of or governing any Deposited Securities, or by reasonof any act of God or war or other circumstances beyond its control (including, without limitation,nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, actsof terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of anyexercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or inthe Amended and Restated Memorandum and Articles of Association of the Company or provisions of orgoverning Deposited Securities, (iii) for any action or inaction in reliance upon the advice of orinformation from legal counsel, accountants, any person presenting Shares for deposit, any Holder,any Beneficial Owner or authorized representative thereof, or any other person believed by it ingood faith to be competent to give such advice or information, (iv) for the inability by a Holderor Beneficial Owner to benefit from any distribution, offering, right or other benefit which ismade available to holders of Deposited Securities but is not, under the terms of the DepositAgreement, made available to Holders of ADSs or (v) for any consequential or punitive damages forany breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, itsagents, any Custodian and the Company, its controlling persons and its agents may rely and shallbe protected in acting upon any written notice, request or other document believed by it to begenuine and to have been signed or presented by the proper party or parties. No disclaimer ofliability under the Securities Act is intended by any provision of the Deposit Agreement or thisADR.(20)Standard of Care. The Company and the Depositary assume no obligationand shall not be subject to any liability under the Deposit Agreement or this ADR to any Holder(s)or Beneficial Owner(s), except that the Company and Depositary agree to perform their respectiveobligations specifically set forth in the Deposit Agreement and this ADR without negligence or badfaith. The Depositary and its agents shall not be liable for any failure to carry out anyinstructions to vote any of the Deposited Securities, or for the manner in which any vote is castor the effect of any vote, provided that any such action or omission is in good faith and inaccordance with the terms of this Deposit Agreement. The Depositary shall not incur any liabilityfor any failure to determine that any distribution or action may be lawful or reasonablypracticable, for the content of any information submitted to it by the Company for distribution tothe Holders or for any inaccuracy of any translation thereof, for any investment risk associatedwith acquiring an interest in the Deposited Securities, for the validity or worth of the DepositedSecurities or for any tax consequences that may result from the ownership of ADSs, Shares orDeposited Securities, for the credit-worthiness of any third party, for allowing any rights tolapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice fromthe Company.(21)Resignation and Removal of the Depositary; Appointment of SuccessorDepositary. The Depositary may at any time resign as Depositary under the Deposit Agreement bywritten notice of resignation delivered to the Company, such resignation to be effective on theearlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment ofa successor depositary and its acceptance of such appointment as provided in the Deposit Agreement.The Depositary may at any time be removed by the Company by written notice of such removal, whichremoval shall be effective on the earlier of (i) the 90th day after delivery thereof to theDepositary, or (ii) upon the appointment of a successor depositary and its acceptance of suchappointment as provided in the Deposit Agreement. In case at any time the Depositary actinghereunder shall resign or be removed, the Company shall use its best efforts to appoint a successordepositary, which shall be a bank or trust company having an office in the Borough of Manhattan,the City of New York. Every successor depositary shall execute and deliver to its predecessor andto the Company an instrument in writing accepting its appointment hereunder, and thereupon suchsuccessor depositary, without any further act or deed (except as required by applicable law), shallbecome fully vested with all the rights, powers, duties and obligations of its predecessor. Thepredecessor depositary, upon payment of all sums due it and on the written request of the Company,shall (i) execute and deliver an instrument transferring to such successor all rights and powers ofsuch predecessor hereunder (other than as contemplated in the Deposit Agreement), (ii) duly assign,transfer and deliver all right, title and interest to the Deposited Securities to such successor,and (iii) deliver to such successor a list of the Holders of all outstanding ADRs and such otherinformation relating to ADRs and Holders thereof as the successor may reasonably request. Any suchsuccessor depositary shall promptly provide notice of its appointment to such Holders. Anycorporation into or with which the Depositary may be merged or consolidated shall be the successorof the Depositary without the execution or filing of any document or any further act.
 
 

 
(22) Amendment/Supplement. Subject to the terms and conditions of this paragraph 22,the Deposit Agreement and applicable law, this ADR and any provisions of the Deposit Agreement mayat any time and from time to time be amended or supplemented by written agreement between theCompany and the Depositary in any respect which they may deem necessary or desirable without theprior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shallimpose or increase any fees or charges (other than the charges in connection with foreign exchangecontrol regulations, and taxes and other governmental charges, delivery and other such expenses),or which shall otherwise materially prejudice anysubstantial existing right of Holders or Beneficial Owners, shall not, however, becomeeffective as to outstanding ADRs until the expiration of thirty (30) days after notice of suchamendment or supplement shall have been given to the Holders of outstanding ADRs. The partieshereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed bythe Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under theSecurities Act or (b) the ADSs to be traded solely in electronic book-entry form and (ii) do not ineither such case impose or increase any fees or charges to be borne by Holders, shall be deemed notto materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder andBeneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, bycontinuing to hold such ADS(s), to consent and agree to such amendment or supplement and to bebound by the Deposit Agreement and this ADR as amended or supplemented thereby. In no event shallany amendment or supplement impair the right of the Holder to surrender such ADR and receivetherefor the Deposited Securities represented thereby, except in order to comply with mandatoryprovisions of applicable law. Notwithstanding the foregoing, if any governmental body should adoptnew laws, rules or regulations which would require an amendment of, or supplement to, the DepositAgreement to ensure compliance therewith, the Company and the Depositary may amend or supplementthe Deposit Agreement and this ADR at any time in accordance with such changed laws, rules orregulations. Such amendment or supplement to the Deposit Agreement in such circumstances may becomeeffective before a notice of such amendment or supplement is given to Holders or within any otherperiod of time as required for compliance with such laws, or rules or regulations.(23) Termination. The Depositary shall, at any time at the written direction of theCompany, terminate the Deposit Agreement by providing notice of such termination to the Holders ofall ADRs then outstanding at least thirty (30) days prior to the date fixed in such notice for suchtermination. If ninety (90) days shall have expired after (i) the Depositary shall have deliveredto the Company a written notice of its election to resign, or (ii) the Company shall have deliveredto the Depositary a written notice of the removal of the Depositary, and in either case a successordepositary shall not have been appointed and accepted its appointment as provided herein and in theDeposit Agreement, the Depositary may terminate the Deposit Agreement by providing notice of suchtermination to the Holders of all ADRs then outstanding at least thirty (30) days prior to the datefixed for such termination. On and after the date of termination of the Deposit Agreement, theHolder will, upon surrender of such Holders’ ADR(s) at the Principal Office of the Depositary, uponthe payment of the charges of the Depositary for the surrender of ADSs referred to in paragraph (2)hereof and in the Deposit Agreement and subject to the conditions and restrictions therein setforth, and upon payment of any applicable taxes or governmental charges, be entitled to Delivery,to him or upon his order, of the amount of Deposited Securities represented by such ADR. If anyADRs shall remain outstanding after the date of termination of the Deposit Agreement, the Registrarthereafter shall discontinue the registration of transfers of ADRs, and the Depositary shallsuspend the distribution of dividends to the Holders thereof, and shall not give any furthernotices or perform any further acts under the Deposit Agreement, except that the Depositary shallcontinue to collect dividends and other distributions pertaining to Deposited Securities, shallsell rights as provided in the Deposit Agreement, and shall continue to deliver DepositedSecurities, subject to the conditions and restrictions set forth in the Deposit Agreement, togetherwith any dividends or other distributions received with respect thereto and the net proceeds of thesale of any rights or other property, in exchange for ADRs surrendered to the Depositary (afterdeducting, or charging, as the case may be, in each case the charges of the Depositary for thesurrender of a ADR, any expenses for the account of the Holder in accordance with the terms andconditions of the Deposit Agreement and any applicable taxes or governmental charges orassessments). At any time after the expiration of six months from the date of termination of theDeposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and maythereafter hold uninvested the net proceeds of any such sale, together with any other cash thenheld by it hereunder, in an unsegregated account, without liability for interest for the pro ratabenefit of the Holders whose ADRs have not theretofore been surrendered. After making such sale,the Depositary shall be discharged from all obligations under the Deposit Agreement with respect tothe ADRs, the Deposited Securities and the ADSs, except to account for such net proceeds and othercash (after deducting, or charging, as the case may be, in each case, the charges of the Depositaryfor the surrender of an ADR, any expenses for the account of the Holder in accordance with theterms and conditions of the Deposit Agreement and any applicable taxes or governmental charges orassessments). Upon the termination of the Deposit Agreement, the Company shall be discharged fromall obligations under the Deposit Agreement except as set forth in the Deposit Agreement.(24) Compliance with U.S. Securities Laws. Notwithstanding any provisions in this ADRor the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities willnot be suspended by the Company or the Depositary except as would be permitted by InstructionI.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time totime, under the Securities Act.(25) Certain Rights of the Depositary; Limitations. Subject to the further terms andprovisions of this paragraph (25), the Depositary, its Affiliates and their agents, on their ownbehalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs.The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, anyagent of the Company or any custodian, registrar, transfer agent, clearing agency or other entityinvolved in ownership or transaction records in respect of the Shares. Such evidence of rightsshall consist of written blanket or specific guarantees of ownership of Shares. In its capacity asDepositary, the Depositary shall not lend Shares or ADSs; provided, however, that theDepositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3 of the DepositAgreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of DepositedSecurities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under(i) above but for which Shares may not have been received (each such transaction a “Pre-ReleaseTransaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Sharesin lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to awritten agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to bedelivered (w) represents that at the time of the Pre-Release Transaction the Applicant or itscustomer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-ReleaseTransaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its recordsand to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are deliveredto the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary orthe Custodian, as applicable, such Shares or ADSs and (z) agrees to any additional restrictions orrequirements that the Depositary deems appropriate, (b) at all times fully collateralized withcash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c)terminable by the Depositary on not more than five (5) business days’ notice and (d) subject tosuch further indemnities and credit regulations as the Depositary deems appropriate. The Depositarywill normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at anyone time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstandingunder (i) above), provided, however, that the Depositary reserves the right to change ordisregard such limit from time to time as it deems appropriate. The Depositary undertakes, for thebenefit of the Company, that it shall enter into a Pre-Release Transaction only in a manner thatwould not cause any U.S. federal income tax consequences to Holders of ADSs to differ from thosethat would have occurred had there been no such Pre-ReleaseTransaction. The Depositary may also set limits with respect to the number of ADSs and Sharesinvolved in Pre-Release Transactions with any one person on a case-by-case basis as it deemsappropriate. The Depositary may retain for its own account any compensation received by it inconjunction with the foregoing. Collateral provided pursuant to (b) above, but not earningsthereon, shall be held for the benefit of the Holders (other than the Applicant).
 
 

 
(ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto                                          whose taxpayer identificationnumber is                      and whose address including postal zip code is                     , the within ADR and all rights thereunder, hereby irrevocablyconstituting and appointing                                          attorney-in-fact to transfer said ADR on the books of the Depositary with full power ofsubstitution in the premises.       Dated: Name:               By:      Title:           NOTICE: The signature of the Holder to thisassignment must correspond with the name aswritten upon the face of the within instrumentin every particular, without alteration orenlargement or any change whatsoever.         If the endorsement be executed by an attorney,executor, administrator, trustee or guardian,the person executing the endorsement must givehis/her full title in such capacity and properevidence of authority to act in such capacity,if not on file with the Depositary, must beforwarded with this ADR.       SIGNATURE GUARANTEED               All endorsements or assignments of ADRs must beguaranteed by a member of a Medallion SignatureProgram approved by the Securities TransferAssociation, Inc.