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

  	
  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

  	
  6

  
	
  Section 16.

  	
  Indemnification

  	
  7

  
	
  Section 17.

  	
  Notices

  	
  8

  
	
  Section 18.

  	
  Miscellaneous

  	
  8

  
	
  Section 19.

  	
  Consent
  to Jurisdiction

  	
  8

  
	
  TESTIMONIUM  

  	
  11

  
	
  SIGNATURES

  	
  11

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  
	
   

  	
   

  	
   

  
	
  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-7

  
	
   

  	
   

  	
   

  
	
  Address of Depositary’s Office

  	
  A-8

  
	
   

  	
   

  	
   

  
	
  FORM OF
  REVERSE OF ADR

  	
  A-9

  
	
   

  	
   

  	
   

  
	
  (10)

  	
  Distributions
  on Deposited Securities

  	
  A-9

  
	
  (11)

  	
  Record
  Dates

  	
  A-10

  
	
  (12)

  	
  Voting
  of Deposited Securities

  	
  A-10

  
	
  (13)

  	
  Changes
  Affecting Deposited Securities

  	
  A-10

  
	
  (14)

  	
  Exoneration

  	
  A-11

  
	
  (15)

  	
  Resignation
  and Removal of Depositary; the Custodian

  	
  A-12

  
	
  (16)

  	
  Amendment

  	
  A-12

  
	
  (17)

  	
  Termination

  	
  A-13

  
	
  (18)

  	
  Appointment

  	
  A-14

  
	
  (19)

  	
  Waiver

  	
  A-14

  
				



 


ii

















 


DEPOSIT AGREEMENT dated as of November   , 2009 (the “Deposit
Agreement”) among TRONY SOLAR HOLDINGS COMPANY LIMITED and its successors (the “Company”),
JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all
holders from time to time of ADRs (defined below) 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 two “ADSs” evidenced by two ADRs
represent the right to receive three Shares 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 deposited under
this Deposit Agreement and any and all other Shares, securities, 


 


1

















 


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 ADSs 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, in the case of ADRs in physical certificated form, the person or persons
in whose name an ADR is registered on the ADR Register, and in the case of
Direct Registration ADRs, the person or persons whose ownership is evidenced by
period statements issued by the Depositary.


 


(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, par value US$0.0001 per share, 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 


 


2

















 


office prior to the delivery of such ADRs.


 


(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 


 


3

















 


evidencing the aggregate ADSs to which such person is entitled.


 


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.  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 


 


4

















 


procedures 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 this
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.  Each 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 hereof.


 


Any Custodian may resign from its duties hereunder by at least 30 days
written notice to the Depositary.  The
Depositary may discharge, after consultation with the Company to the extent
practical, any Custodian at any time upon notice to the Custodian being
discharged.  Any Custodian ceasing to act
hereunder as Custodian shall deliver, upon the instruction of the Depositary,
all Deposited Securities held by it to a Custodian continuing to act.


 


10.  Co-Registrars and Co-Transfer
Agents.  The Depositary may appoint
and remove (i) co-registrars to register ADRs and transfers, combinations
and split-ups of ADRs and to countersign ADRs in accordance with the terms of
any such appointment and (ii) co-transfer agents for the purpose of
effecting transfers, combinations and split-ups of ADRs at designated transfer
offices in addition to the Transfer Office on behalf of the Depositary.  Each co-registrar or co-transfer agent (other
than 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.


 


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 


 


5

















 


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 upon
the Company’s delivery thereof for all purposes of this Deposit Agreement.


 


15.  Additional Shares.  Neither the Company nor any company
controlling, 


 


6

















 


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 for any liability or
expense directly arising out of the negligence or willful misconduct of the
Depositary or its agents acting 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 willful misconduct of
the Depositary or its agents acting hereunder.


 


Notwithstanding any other provision of this Deposit Agreement or the
ADRs to the contrary, neither the Depositary nor any of its agents shall be
liable 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.


 


7














 


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.


Four New York Plaza


New York, New York 10004


Attention:  ADR Administration


Fax: (+1) (212) 623-0079


 


(b)                                 TRONY SOLAR
HOLDINGS COMPANY LIMITED


Suite 1217-1225


The Pavilion Century Tower


4002 North Hua Qiang Road,


Shenzhen, 518028


People’s Republic of China


Attention: Howard Chu, Chief Financial Officer


Fax: (+86) 755-8328-2919


 


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.


 


19.  Consent to Jurisdiction.  The Company irrevocably agrees that any legal
suit, action or proceeding against the Company brought by the Depositary or any
Holder, arising out of or based upon this Deposit Agreement or the transactions
contemplated hereby, may be instituted in any state or federal court in New
York, New York, and irrevocably waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding, and irrevocably
submits to the non-exclusive jurisdiction of such courts in any such suit,
action or proceeding. The Company also irrevocably agrees that any legal suit,
action or proceeding against the 


 


8

















 


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  Law Debenture Corporate
Services Inc., located at 400 Madison Avenue, 4th Floor, New
York, New York, as its authorized agent (the “Authorized Agent”) upon which
process may be served in any such action arising out of or based on this
Deposit Agreement or the transactions contemplated hereby which may be
instituted in any state or federal court in New York, New York by the
Depositary or any Holder, and waives any other requirements of or objections to
personal jurisdiction with respect thereto. 
The Company represents and warrants that the Authorized Agent has agreed
to act as said agent for service of process, and the Company agrees to take any
and all action, including the filing of any and all documents and instruments,
that may be necessary to continue such appointment in full force and effect as
aforesaid. Service of process upon the Authorized Agent and written notice of
such service to the Company shall be deemed, in every respect, effective
service of process upon the Company. If, for any reason, the Authorized Agent
named above or its successor shall no longer serve as agent of the Company to
receive service of process in New York, the Company shall promptly appoint a
successor agent to receive service of process acceptable to the Depositary and
will promptly advise the Depositary thereof. 
In the event the Company fails to continue such designation and
appointment in full force and effect, the Company hereby waives personal
service of process upon it and consents that any such service of process may be
made by certified or registered mail, return receipt requested, directed to the
Company at its address last specified for notices hereunder, and service so
made shall be deemed completed five (5) days after the same shall have been
so mailed.   Notwithstanding the
foregoing, any action based on this Deposit Agreement may be instituted by the
Depositary or any Holder in any competent court in the Cayman Islands or 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 ADSs


 


9

















 


as evidenced by 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, TRONY SOLAR HOLDINGS COMPANY LIMITED 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.


 


	
   

  	
  TRONY
  SOLAR HOLDINGS COMPANY LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


11

















 


EXHIBIT A


ANNEXED TO AND INCORPORATED IN


DEPOSIT AGREEMENT


 


[FORM OF FACE OF ADR]


 


	
            

  	
  No. of
  ADSs:

  
	
  Number

  	
   

  
	
   

  	
   

  
	
   

  	
  Each
  two ADSs represent

  
	
   

  	
  three
  Shares

  
	
   

  	
   

  
	
   

  	
  CUSIP:

  



 


AMERICAN DEPOSITARY RECEIPT


 


evidencing


 


AMERICAN DEPOSITARY SHARES


 


representing


 


ORDINARY SHARES


 


of


 


TRONY SOLAR HOLDINGS COMPANY LIMITED


 


(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 two (subject
to paragraph (13)) representing three 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 Trony
Solar Holdings Company Limited, an exempted limited liability company organized
under the laws of the Cayman Islands (the “Company”), deposited under the
Deposit Agreement dated as of November    , 2009 (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 reasonably
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 (i) issue
ADSs prior to the receipt of Shares and (ii) deliver Shares prior to the
receipt of ADSs for withdrawal of Deposited Securities, including ADSs which
were issued under (i) above but for which Shares may not have been
received (each such transaction a “Pre-Release”). The Depositary may receive
ADSs in lieu of Shares under (i) above (which ADSs will promptly be
canceled by the Depositary upon receipt by the Depositary) and receive Shares
in lieu of ADSs under (ii) above. Each such Pre-Release will be subject to
a written agreement whereby the person or entity (the “Applicant”) to whom ADSs
or Shares are to be delivered (a) represents that at the time of the
Pre-Release the Applicant or its customer owns the Shares or ADSs that are to
be delivered by the Applicant under such Pre-Release, (b) agrees to
indicate the Depositary as owner of such Shares or ADSs in its records and to
hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs
are delivered to the Depositary or the Custodian, (c) unconditionally
guarantees to deliver to the Depositary or the Custodian, as applicable, such
Shares or ADSs, 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 and Shares
involved in such Pre-Release at any one time to thirty percent (30%) of the
ADSs outstanding (without giving effect to ADSs outstanding under (i) above),
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 and Shares 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 pursuant
to (b) 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


 


A-2

















 


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 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, provided that the Depositary may deliver Shares
prior to the receipt of ADSs for withdrawal of Deposited Securities, including
ADSs which were issued under (1) above but for which Shares may not have
been received (until such ADSs are actually deposited, “Pre-released Shares”)
only if all the  conditions in (1) above
related to such Pre-Release are satisfied). 
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


 


A-3

















 


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 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 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 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


 


A-4

















 


Securities represented by the ADSs evidenced hereby or any distribution
thereon, such tax or other governmental charge shall be paid by the Holder
hereof to the Depositary.  The Depositary
may refuse to effect any registration, registration of transfer, split-up or
combination hereof or, subject to the last sentence of paragraph (2), any
withdrawal of such Deposited Securities until such payment is made.  The Depositary may also deduct from any
distributions on or in respect of Deposited Securities, or may sell by public
or private sale for the account of the Holder hereof any part or all of such
Deposited Securities (after attempting by reasonable means to notify the Holder
hereof prior to such sale), and may apply such deduction or the proceeds of any
such sale in payment of such tax or other governmental charge, the Holder
hereof remaining liable for any deficiency, and shall reduce the number of ADSs
evidenced hereby to reflect any such sales of Shares. In connection with any
distribution to Holders, the Company will remit to the appropriate governmental
authority or agency all amounts (if any) required to be withheld and owing to
such authority or agency by the Company; and the Depositary and the Custodian
will remit to the appropriate governmental authority or agency all amounts (if
any) required to be withheld and owing to such authority or agency by the
Depositary or the Custodian.  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 shall, upon the request of the
Company, forward any written request for beneficial ownership information from
the Company to the Holders and promptly forward to the Company any responses
thereto 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


 


A-5

















 


Holders agree to comply with such instructions.   The Depositary agrees to cooperate with the
Company in its efforts to inform Holders of the Company’s exercise of its
rights under this paragraph and agrees to consult with, and provide reasonable
assistance without risk, liability or expense on the part of the Depositary, to
the Company on the manner or manners in which it may enforce such rights with
respect to any Holder.


 


(7)  Charges of Depositary. 
The Depositary may charge, 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 and
in each case only to the extent not prohibited by the rules of any stock
exchange on which the ADSs are listed or traded, (i) a fee of U.S.$0.05 or
less per ADS (or fraction thereof) for any Cash distribution made pursuant to
the Deposit Agreement, (ii) a fee of up to 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


 


A-6














 


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
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

  



 


A-7

















 


The Depositary’s office is located at 4 New York Plaza, New York, New
York 10004.


 


A-8

















 


[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 


 


A-9

















 


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.


 


(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 the laws of the Cayman Islands, be entitled to
instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the Deposited Securities represented by the ADSs evidenced by
such Holder’s ADRs and (c) the manner in which such instructions may be
given, including instructions to give a discretionary proxy to a person
designated by the Company.  Upon receipt
of instructions of a Holder on such record date in the manner and on or before
the date established by the Depositary for such purpose, the Depositary shall
endeavor insofar as practicable and permitted under the provisions of or
governing Deposited Securities to vote or cause to be voted the Deposited
Securities represented by the ADSs evidenced by such Holder’s ADRs in
accordance with such instructions.  The
Depositary will not itself exercise any voting discretion in respect of any
Deposited Securities.  There is no
guarantee that Holders generally or any Holder in particular will receive the
notice described above with sufficient time to enable such Holder to return any
voting instructions to the Depositary in a timely manner.


 


(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


 


A-10

















 


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, the People’s Republic of China) 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, delay or subject to any civil or criminal penalty any act which the
Deposit Agreement or this ADR provides shall be done or performed by it or 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; (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.    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 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.


 


A-11

















 


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 Company has agreed to indemnify the
Depositary and its agents under certain circumstances.  Neither the Depositary nor any of its 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


 


A-12

















 


applicable law. Any amendments or supplements which (i) are
reasonably necessary (as agreed by the Company and the Depositary) in order for
(a) the ADSs to be registered on Form F-6 under the Securities Act of
1933 or (b) the ADSs or Shares to be traded solely in electronic
book-entry form and (ii) do not in either such case impose or increase any
fees or charges to be borne by Holders, shall be deemed not to prejudice any
substantial rights of Holders.  
Notwithstanding the foregoing, if any governmental body or regulatory
body should adopt new laws, rules or regulations which would require
amendment or supplement of the Deposit Agreement or the form of ADR to ensure
compliance therewith, the Company and the Depositary may amend or supplement
the Deposit Agreement and the ADR at any time in accordance with such changed
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 Securities and Exchange 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.


 


A-13

















 


(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
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).


 


A-14