Exhibit 4.3


 





 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  PARTIES

  	
   

  	
  1

  
	
  RECITALS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.

  	
  Certain Definitions

  	
   

  
	
              (a)

  	
  ADR Register

  	
  1

  
	
              (b)

  	
  ADRs; Direct Registration ADRs

  	
  1

  
	
              (c)

  	
  ADS

  	
  1

  
	
              (d)

  	
  Custodian

  	
  1

  
	
              (e)

  	
  Deliver, execute, issue et
  al.

  	
  1

  
	
              (f)

  	
  Delivery Order

  	
  1

  
	
              (g)

  	
  Deposited Securities

  	
  1

  
	
              (h)

  	
  Direct Registration System

  	
  2

  
	
              (i)

  	
  Holder

  	
  2

  
	
              (j)

  	
  Securities Act of 1933

  	
  2

  
	
              (k)

  	
  Securities Exchange Act of 1934

  	
  2

  
	
              (l)

  	
  Shares

  	
  2

  
	
              (m)

  	
  Transfer Office

  	
  2

  
	
              (n)

  	
  Withdrawal Order

  	
  2

  
	
  Section 2.

  	
  ADRs

  	
  2

  
	
  Section 3.

  	
  Deposit of Shares

  	
  3

  
	
  Section 4.

  	
  Issue of ADRs

  	
  3

  
	
  Section 5.

  	
  Distributions on Deposited Securities

  	
  4

  
	
  Section 6.

  	
  Withdrawal of Deposited Securities

  	
  4

  
	
  Section 7.

  	
  Substitution of ADRs

  	
  4

  
	
  Section 8.

  	
  Cancellation and Destruction of ADRs, Maintenance of
  Records

  	
  4

  
	
  Section 9.

  	
  The Custodian

  	
  5

  
	
  Section 10.

  	
  Co-Registrars and Co-Transfer Agents

  	
  5

  
	
  Section 11.

  	
  Lists of Holders

  	
  5

  
	
  Section 12.

  	
  Depositary’s Agents

  	
  5

  
	
  Section 13.

  	
  Successor Depositary

  	
  6

  
	
  Section 14.

  	
  Reports

  	
  6

  
	
  Section 15.

  	
  Additional Shares

  	
  7

  
	
  Section 16.

  	
  Indemnification

  	
  7

  
	
  Section 17.

  	
  Notices

  	
  8

  
	
  Section 18.

  	
  Miscellaneous

  	
  8

  
	
  Section 19.

  	
  Consent to Jurisdiction

  	
  9

  
	
  TESTIMONIUM

  	
  11

  
	
  SIGNATURES

  	
  11

  



 


i

















 


EXHIBIT A


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  FORM OF FACE OF ADR

  	
  A-1

  
	
   

  	
   

  	
   

  
	
    Introductory Paragraph

  	
  A-1

  
	
   

  	
   

  	
   

  
	
              (1)

  	
  Issuance of ADRs and Pre-Release of ADRs

  	
  A-2

  
	
              (2)

  	
  Withdrawal of Deposited Securities

  	
  A-3

  
	
              (3)

  	
  Transfers of ADRs

  	
  A-3

  
	
              (4)

  	
  Certain Limitations

  	
  A-4

  
	
              (5)

  	
  Taxes

  	
  A-4

  
	
              (6)

  	
  Disclosure of Interests

  	
  A-5

  
	
              (7)

  	
  Charges of Depositary

  	
  A-6

  
	
              (8)

  	
  Available Information

  	
  A-7

  
	
              (9)

  	
  Execution

  	
  A-7

  
	
   

  	
   

  	
   

  
	
    Signature of
  Depositary

  	
  A-8

  
	
   

  	
   

  
	
    Address of
  Depositary’s Office

  	
  A-8

  
	
   

  	
   

  
	
  FORM OF REVERSE OF ADR

  	
  A-8

  
	
   

  	
   

  	
   

  
	
              (10)

  	
  Distributions on Deposited Securities

  	
  A-8

  
	
              (11)

  	
  Record Dates

  	
  A-9

  
	
              (12)

  	
  Voting of Deposited Securities

  	
  A-9

  
	
              (13)

  	
  Changes Affecting Deposited Securities

  	
  A-10

  
	
              (14)

  	
  Exoneration

  	
  A-10

  
	
              (15)

  	
  Resignation and Removal of Depositary; the Custodian

  	
  A-12

  
	
              (16)

  	
  Amendment

  	
  A-12

  
	
              (17)

  	
  Termination

  	
  A-13

  
	
              (18)

  	
  Appointment

  	
  A-13

  
	
              (19)

  	
  Waiver

  	
  A-14

  



 


ii

















 


DEPOSIT AGREEMENT dated as of                         ,
2010 (the “Deposit Agreement”) among SYSWIN INC. and its successors (the
“Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the
“Depositary”), and all holders from time to time of American Depositary
Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares
(“ADSs”) representing deposited Shares (defined below).  The Company hereby appoints the Depositary as
depositary for the Deposited Securities and hereby authorizes and directs the
Depositary to act in accordance with the terms set forth in this Deposit
Agreement.  All capitalized terms used
herein have the meanings ascribed to them in Section 1 or elsewhere in this
Deposit Agreement. The parties hereto agree as follows:


 


1. 
Certain Definitions.


 


(a)           “ADR
Register” is defined in paragraph (3) of the form of ADR.


 


(b)           “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.


 


(c)           Subject
to paragraph (13) of the form of ADR, each “ADS” evidenced by an ADR
represents the right to receive four (4) Share and a pro rata share in any
other Deposited Securities.


 


(d)           “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.


 


                (e)           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.


 


(f)            “Delivery
Order” is defined in Section 3.


 


(g)           “Deposited
Securities” as of any time means all Shares at such time 


 


1

















 


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.


 


(h)           “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 maintained by DTC which
provides for automated transfer of ownership between DTC and the Depositary.


 


(i)            “Holder”
means the person or persons in whose name an ADR is registered on the ADR
Register.


 


(j)            “Securities
Act of 1933” means the United States Securities Act of 1933, as from time
to time amended.


 


(k)           “Securities
Exchange Act of 1934” means the United States Securities Exchange Act of
1934, as from time to time amended.


 


(l)            “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.


 


(m)          “Transfer
Office” is defined in paragraph (3) of the form of ADR.


 


(n)           “Withdrawal
Order” is defined in Section 6.


 


2. 
ADRs.  (a)  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

















 


(b) 
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.


 


(c) 
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 Depositary, the Custodian or
a nominee of either 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 Securities for registration of transfer into the name of
the Depositary, the Custodian or a nominee of either, 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.


 


3

















 


5. 
Distributions on Deposited Securities.  To the extent that the Depositary determines
in its reasonable 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.


 


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 such 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; Maintenance of Records..  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.


 


The Depositary agrees to maintain or
cause its agents to maintain records of all ADRs surrendered and Deposited
Securities withdrawn under Section 6 hereof and paragraph (2) of the form of
ADR, substitute ADRs delivered under Section 7 hereof, and canceled or
destroyed ADRs under this Section 8, in keeping with the procedures 


 


4

















 


ordinarily followed by stock
transfer agents located in the City of New York or as required by the laws or
regulations governing the Depositary.


 


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 shall be responsible for the
compliance by the Custodian with any applicable provisions of the Deposit
Agreement. The Depositary reserves the right to add, replace or remove a
Custodian.  The Depositary will give
prompt notice of any such action, which will be advance notice if practicable.


 


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. If, upon the effectiveness of such resignation, there would be no
Custodian acting hereunder, the Depositary shall, promptly after receiving such
notice, appoint a substitute custodian or custodians, each of which shall
thereafter be a Custodian hereunder.  Each successor Custodian so
appointed (other than JPMorgan Chase Bank, N.A.) shall give written notice to
the Company and the Depositary accepting such appointment and agreeing to be
bound by the applicable terms of this Deposit Agreement


 


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 JPMorgan Chase Bank, N.A.) 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, subject to paragraph (14) of the
form of ADR.


 


5

















 


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, such resignation to take effect
upon the appointment of a successor depositary and its acceptance of such
appointment as hereinafter provided.  The
Depositary may at any time be removed by the Company by providing no less than
90 days prior written notice of such removal to the Depositary, such removal to
take effect the later of (i) the 90th day after such notice
of removal is first provided and (ii) the appointment of a successor depositary
and its acceptance of such appointment as hereinafter provided. Notwithstanding
the foregoing, if upon the resignation or removal of the Depositary a successor
depositary is not appointed within the applicable 45-day period (in the case of
resignation) or 90-day period (in the case of removal) as specified in
paragraph (17) of the form of ADR, then the Depositary may elect to terminate
this Deposit Agreement and the ADR and the provisions of said paragraph (17)
shall thereafter govern the Depositary’s obligations hereunder.  In case at any time the Depositary acting hereunder
shall resign or be removed, the Company shall use its best efforts to appoint a
successor depositary, 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 and to the Company an instrument in writing
accepting its appointment hereunder, and thereupon such successor depositary,
without any further act or deed, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor.  The predecessor depositary, only upon payment
of all sums due to it and on the written request of the Company, shall (i)
execute and deliver an instrument transferring to such successor all rights and
powers of such predecessor hereunder (other than its rights to indemnification
and fees owing, each of which shall survive any such removal and/or
resignation), (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.  Any such successor depositary shall promptly
mail notice of its appointment to such Holders.   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 


 


6

















 


upon the Company’s delivery of all
such communications, information and provisions for all purposes of this
Deposit Agreement and the Depositary shall have no liability for the accuracy
or completeness of any thereof.


 


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 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 willful misconduct of the
Depositary or its agents appointed in accordance herewith and acting in their
capacities as such hereunder.


 


 The indemnities set forth in the preceding
paragraph shall also 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 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.


 


Notwithstanding any other provision
of this Deposit Agreement or the ADRs to the contrary, neither the Company nor
the Depositary, nor any of their agents, shall 


 


7

















 


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.
Failure to notify a Holder or any defect in the notification to a Holder shall
not affect the sufficiency of notification to other Holders or to the
beneficial owners of ADSs held by such other Holders.  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) 

  	
  JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  	
  1 Chase Manhattan Plaza, Floor 58

  New York, NY, 10005-1401

  
	
   

  	
   

  	
  Attention: ADR Administration

  
	
   

  	
   

  	
  Fax: +1 (212) 552-6650

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  SYSWIN Inc.

  
	
   

  	
   

  	
  9/F Syswin Building

  
	
   

  	
   

  	
  No. 316 Nan Hu Zhong Yuan, Chaoyang District

  
	
   

  	
   

  	
  Beijing 100102

  
	
   

  	
   

  	
  The People’s
  Republic of China

  
	
   

  	
   

  	
  Attention: Mr. Liangsheng Chen

  
	
   

  	
   

  	
  Fax: +86 (10) 849708788

  



 


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 executed in any number of counterparts,
each of which shall be deemed an original and all of which shall constitute one
instrument. The Depositary and the Custodian(s) hereunder may use third party
delivery services and providers of information regarding matters such  


 


8

















 


voting, corporate actions and class
action litigation and use  local agents
to provide extraordinary services such as attendance at annual meetings of
issuers of Securities.  So long as the Depositary has used reasonable care
in the selection and retention of such third party providers and local agents,
it will not be responsible for any errors or omissions made by them in
providing the relevant information or services.


 


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, to the
fullest extent permitted by law, 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 also irrevocably agrees that any
legal suit, action or proceeding against the Depositary brought by the Company,
arising out of or based upon this Deposit Agreement or the transactions
contemplated hereby, may only be instituted in a state or federal court in New
York, New York. The Company has appointed CT Corporation System, 111 Eighth
Avenue, 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, to the fullest extent permitted by law, 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. The Company
further hereby irrevocably consents and agrees to the service of any and all
legal process, summons, notices and documents in any suit, action or proceeding
against the Company, by service by mail of a copy thereof upon the Authorized
Agent (whether or not the appointment of such Authorized Agent shall for any
reason prove to be ineffective or such Authorized Agent shall fail to accept or
acknowledge such service), with a copy mailed to the Company by registered or
certified air mail, postage prepaid, to its address provided in Section 17(b)
hereof. The Company agrees that the failure of the Authorized Agent to give any
notice of such service to it shall not impair or affect in any way the validity
of such service or any judgment rendered in any action or proceeding based
thereon. 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 and
on such notice of appointment to the Depositary such successor shall be
considered the Authorized Agent hereunder. 
In the event the Company fails to continue such designation and
appointment in full force and effect, the Company hereby waives personal
service of 


 


9

















 


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 Deposit
Agreement may be instituted by the Depositary in any competent court in the Cayman
Islands, Hong Kong, or the People’s Republic of China.


 


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 Deposit 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.


 


EACH PARTY TO THIS DEPOSIT AGREEMENT
(INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR
HOLDER OF INTERESTS IN ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED
SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED
ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).


 


10

















 


IN WITNESS WHEREOF, SYSWIN INC. and
JPMORGAN CHASE BANK, N.A. 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.


 


	
   

  	
  SYSWIN INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: Vice President

  



 


[Signature Page to the Deposit
Agreement]


 


11














 


EXHIBIT A


ANNEXED TO AND INCORPORATED IN


DEPOSIT AGREEMENT


 


[FORM OF FACE OF ADR]


 


	
   

  	
   

  	
  No. of ADSs:

  
	
   

  	
   

  	
   

  
	
  Number

  	
   

  	
  Each ADS represents four (4) Share

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP:

  



 


AMERICAN DEPOSITARY RECEIPT


 


evidencing


 


AMERICAN DEPOSITARY SHARES


 


representing


 


ORDINARY SHARES


 


of


 


SYSWIN INC.


 


(Incorporated under the laws of the
Cayman Islands)


 


JPMORGAN CHASE BANK, N.A., 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 four (4) ordinary shares (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 SYSWIN Inc., a corporation
organized under the laws of the Cayman Islands (the “Company”), deposited under
the Deposit Agreement dated as of                    , 2010 (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.


 


A-1

















 


(1) 
Issuance of ADRs; Pre-Release. 
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 against deposit of:  (a) Shares
in form satisfactory to the Custodian; (b) rights to receive Shares from
the Company or any registrar, transfer agent, clearing agent or other entity
recording Share ownership or transactions; or, (c) in accordance with the
next paragraph of this paragraph (1).


 


In
its capacity as Depositary, the Depositary shall not lend Shares or ADSs;
provided, however, that the Depositary may issue ADSs prior to the receipt of
Shares (a “Pre-Release”). The Depositary may receive ADSs in lieu of Shares to
close out a Pre-Release (which ADSs will promptly be canceled by the Depositary
upon receipt by the Depositary). Each such Pre-Release will be subject to a
written agreement whereby the person or entity (the “Applicant”) to whom ADSs
are to be delivered (a) represents that at the time of the Pre-Release the
Applicant or its customer owns the Shares that are to be delivered by the
Applicant under such Pre-Release, (b) agrees to indicate the Depositary as
owner of such Shares in its records and to hold such Shares in trust for the
Depositary until such Shares are delivered to the Depositary or the Custodian, (c) unconditionally
guarantees to deliver to the Depositary or the Custodian, as applicable, such
Shares, and (d) agrees to any additional restrictions or requirements that
the Depositary deems appropriate. Each such Pre-Release will be at all times
fully collateralized with cash, U.S. government securities or such other
collateral as the Depositary deems appropriate, terminable by the Depositary on
not more than five (5) business days’ notice and subject to such further
indemnities and credit regulations as the Depositary deems appropriate. The
Depositary will normally limit the number of ADSs involved in such Pre-Release
at any one time to thirty percent (30%) of the ADSs outstanding (without giving
effect to Pre-Released ADSs), 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 also set limits with respect to the number of
ADSs involved in Pre-Release with any one person on a case-by-case basis as it
deems appropriate. The Depositary may retain for its own account any
compensation received by it in conjunction with the foregoing. Collateral
provided as described above, but not the earnings thereon, shall be held for
the benefit of the Holders (other than the Applicant).


 


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 (“Restricted
Securities”) unless at the time of deposit the requirements of paragraphs (c),
(e), (f) and (h) of Rule 144 shall not apply and such Shares may
be freely transferred and may otherwise be offered and sold freely in the
United States or (B) have been registered under the Securities Act of 1933.
To the extent the person depositing Shares is an “affiliate” of the Company as 


 


A-2

















 


such term is defined in Rule 144,
the person also represents and warrants that upon the sale of the ADSs, all of
the provisions of Rule 144 which enable the Shares to be freely sold (in
the form of ADSs) will be fully complied with and, as a result thereof, all of
the ADSs issued in respect of such Shares will not be on the sale thereof,
Restricted Securities.  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 (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 aggregate number of ADSs
surrendered for split-up or combination, by 


 


A-3

















 


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 when reasonably requested by the Company in
order to enable the Company to comply with applicable law.  At the request of a Holder, the Depositary
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 of any
signatory 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, subject to the last sentence of paragraph (2), 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 when
reasonably requested by the Company in order to enable the Company to comply
with applicable law.


 


(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 


 


A-4

















 


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. The Depositary will forward to the Company such
information from its records as the Company may reasonably request to enable
the Company to file any necessary reports with governmental authorities or
agencies. 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. Each Holder of an ADR or an
interest therein agrees to indemnify the Depositary, the Company, the Custodian
and any of their respective directors, employees, agents and affiliates
against, and hold each of them harmless from, any claims by any governmental
authority with respect to taxes, additions to tax, penalties or interest arising
out of any refund of taxes, reduced rate of withholding at source or other tax
benefit obtained.


 


(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
Depositary agrees to forward, upon the request and at the expenses of the
Company, any written request for beneficial ownership information from the
Company to the Holders, and at the Company’s expense, to promptly forward to
the Company any responses received by the Depositary. 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.


 


A-5

















 


(7)  Charges of Depositary.  The Depositary may charge, and collect from, (i) each
person to whom ADSs are issued, including, without limitation,
issuances against deposits of Shares, issuances in respect of Share
Distributions, Rights and Other Distributions (as such terms are defined in
paragraph (10)), issuances pursuant to a stock dividend or stock split
declared by the Company, or issuances pursuant to a merger, exchange of
securities or any other transaction or event affecting the ADSs or the
Deposited Securities, and (ii) each person surrendering ADSs for
withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for
any other reason, U.S.$5.00 for each 100 ADSs (or portion thereof) issued,
delivered, reduced, cancelled or surrendered (as the case may be). 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 ADSs, to whom ADSs 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 ADSs or the
Deposited Securities or a distribution of ADSs pursuant to paragraph (10)),
whichever is applicable (i) a fee of up to U.S.$0.05 per ADS for any Cash
distribution made pursuant to the Deposit Agreement, (ii) a fee of
U.S.$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) an
aggregate fee of up to U.S.$0.05 per ADS per calendar year (or portion thereof)
for services performed by the Depositary in administering the ADRs (which fee
may be charged on a periodic basis during each calendar year and shall be
assessed against Holders as of the record date or record dates set by the
Depositary during 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) reimbursement
of such fees, charges and expenses as are incurred by the Depositary and/or any
of the Depositary’s agents (including, without limitation, the Custodian and
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 connection with the servicing of the Shares or other
Deposited Securities, the delivery of Deposited Securities or otherwise in
connection with the Depositary’s or its Custodian’s compliance with applicable
law, rule or regulation (which charge shall be assessed on a proportionate
basis 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). The Company will pay all other charges and expenses of the
Depositary and any agent of the Depositary (except the Custodian) pursuant to 


 


A-6

















 


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 Shares or Holders withdrawing Deposited
Securities; there are no such fees in respect of the Shares as of the date of
the Deposit Agreement), and (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). Such charges may at any time and from time to time
be changed by agreement between the Company and the Depositary.


 


(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 100 F Street, NE, Washington, DC
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:


 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as Depositary

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized Officer

  



 


The Depositary’s office is located
at 1 Chase Manhattan Plaza, Floor 58, New York, NY, 10005-1401


 


A-7

















 


 


[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.


 


8














 


(11) 
Record Dates.  The
Depositary may, after consultation with the Company if practicable, fix a
record date (which, to the extent applicable, 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. To the extent the Depositary has been provided with no
less than 30 days prior notice of a meeting of shareholders and voting
instructions are not received for such meeting 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 deemed
instructions are so given, provided that no such instruction shall be deemed
given and no discretionary proxy shall be given (i) with respect to any matter
as to which the Company informs the Depositary (and the Company agrees to
provide such information promptly in writing when and if applicable) that (x)
the Company does not wish such proxy to be given, (y) substantial opposition
exists with respect to any agenda item for which the proxy would be given or
(z) materially affects the rights of holders of Shares and (ii) unless, with
respect to such meeting, 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 (a) the granting of such discretionary proxy does not
subject the Depositary to any reporting obligations in the Cayman Islands, (b)
the granting of such proxy will not result in a violation of Cayman Island law,
rule, regulation or permit, (c) the voting arrangement and deemed instruction
as contemplated herein will be given effect


 


9

















 


under Cayman Island law upon a
discretionary proxy being granted in the manner as aforesaid, and (d) the
granting of such discretionary proxy alone will not result in the Shares
represented by the ADSs being considered subject to attachment or appropriation
by creditors of the Custodian or the Depositary under Cayman Island law, to the
extent Cayman Island law is relevant.


 


Under the Cayman Islands law and the
Memorandum and Articles of Association of the Company, each as in effect as of
the date of the Deposit Agreement, voting at any meeting of shareholders of the
Company is by show of hands unless a poll is demanded.   In the event that voting on any resolution
or matter is conducted on a show of hands basis in accordance with the Memorandum
and Articles of Association, the Depositary will refrain from voting and the
voting instructions (or the deemed voting instructions, as set out above)
received by the Depositary from Holders shall lapse. The Depositary will not
demand a poll or join in demanding a poll, whether or not requested to do so by
Holders of ADSs.


 


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.


 


(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, irrespective of whether such Deposited Securities are surrendered
or otherwise cancelled by operation of law, rule, regulation or otherwise, 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, regulation , fiat, order or
decree of the United  States, the Cayman
Islands, The People’s Republic of China (including the Hong Kong Special
Administrative Region) or any other country, or of any governmental or
regulatory authority or any securities exchange or market or automated
quotation system, the provisions of or governing any Deposited Securities, any
present or future provision of the Company’s charter, any act of God, war,
terrorism or other circumstance beyond its control shall prevent or delay, or
shall cause any of them to be subject to any civil or criminal


 


10

















 


penalty in connection with, any act
which the Deposit Agreement or this ADR provides shall be done or performed by
it or them (including, without limitation, voting pursuant to paragraph (12)
hereof), or (ii) by reason of any exercise or failure to exercise any
discretion given it in the Deposit Agreement or this ADR (including, without
limitation, any failure to determine that any distribution or action may be
lawful or reasonably practicable); (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 shall not be liable for the acts or
omissions made by any securities depository, clearing agency or settlement
system in connection with or arising out of book-entry settlement of Deposited
Securities or otherwise, so long as such acts or omissions are not caused as a
direct result of the gross negligence or willful misconduct of the
Depositary.    The Depositary shall not
be responsible for, and shall incur no liability in connection with or arising
from, the insolvency of any Custodian that is not a branch or affiliate of
JPMorgan Chase Bank, N.A.   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 shall be under no obligation to inform Holders or
any other holders of an interest in an ADS about the requirements of Cayman
Island or People’s Republic of China (including the Hong Kong Special
Administrative Region, the People’s Republic of China)  law, rules or regulations or any changes
therein or thereto. 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 or thereto 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.  
None of the Depositary, the Custodian or the Company shall be liable for
the failure by any Holder or beneficial owner to obtain the benefits of credits
on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s
income tax liability. The Depositary and the Company shall not incur any
liability for any tax consequences that may be incurred by Holders and
beneficial owners on account of their ownership of the ADRs or ADSs. The
Depositary shall not incur any


 


11

















 


liability for the content of any
information submitted to it by or on behalf of the Company for distribution to
the Holders or for any inaccuracy of any translation thereof, for any
investment risk associated with acquiring an interest in the Deposited
Securities, for the validity or worth of the Deposited Securities, for the
credit-worthiness of any third party, for allowing any rights to lapse upon the
terms of this Deposit Agreement or for the failure or timeliness of any notice
from the Company.  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 agents shall be liable to Holders or beneficial owners of
interests in ADSs for any indirect, special, punitive or consequential damages
(including, without limitation, lost profits) of any form incurred by any
person or entity, whether or not foreseeable and regardless of the type of
action in which such a claim may be brought. No disclaimer of liability under
the Securities Act of 1933 is intended by any provision hereof.


 


(15) 
Resignation and Removal of Depositary; the Custodian. The
Depositary may resign as Depositary by written notice of its election so to do
delivered to the Company, such resignation to take effect upon the
appointment of a 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 no less than 90 days prior written notice of such
removal, to become effective upon the later of (i) the 90th day after delivery
of the notice to the Depositary and (ii) the appointment of a successor depositary
and its acceptance of such appointment as provided in the Deposit Agreement.
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


 


12

















 


therewith, the Company and the
Depositary may amend or supplement the Deposit Agreement and the ADR at any
time in accordance with such changed laws, rules or regulations.  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.  Notice of any amendment to the Deposit Agreement or
form of ADRs shall not need to describe in detail the specific amendments effectuated
thereby, and failure to describe the specific amendments in any such notice
shall not render such notice invalid, provided, however, that, in each such
case, the notice given to the Holders identifies a means for Holders to
retrieve or receive the text of such amendment (i.e., upon retrieval from the
Commission’s, the Depositary’s or the Company’s website or upon request from
the Depositary).


 


(17) 
Termination.  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; provided, however, if the Depositary shall have (i) resigned as
Depositary hereunder, notice of such termination by the Depositary shall not be
provided to Holders unless a successor depositary shall not be operating
hereunder within 45 days of the date of such resignation, or (ii) been removed
as Depositary hereunder, notice of such termination by the Depositary shall not
be provided to Holders unless a successor depositary shall not be operating
hereunder on the 90th day after the Company’s notice of removal was
first provided to the Depositary.   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 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


 


13

















 


appropriateness thereof.


 


(19)
Waiver.  EACH PARTY TO THE DEPOSIT
AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER
AND/OR HOLDER OF INTERESTS IN ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER
DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF
(WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).


 


14