exv10w7



 





EXHIBIT 10.7




 








 








GRAND TOYS INTERNATIONAL LIMITED




and




THE BANK OF NEW YORK




As Depositary




and




OWNERS AND BENEFICIAL OWNERS OF
 AMERICAN
DEPOSITARY RECEIPTS




Deposit Agreement




Dated as of _________________, 2004







 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page

	ARTICLE 1. DEFINITIONS
	 	 	1	 
	SECTION 1.01. American Depositary Shares
	 	 	1	 
	SECTION 1.02. Beneficial Owner
	 	 	2	 
	SECTION 1.03. Commission
	 	 	2	 
	SECTION 1.04. Company
	 	 	2	 
	SECTION 1.05. Custodian
	 	 	2	 
	SECTION 1.06. Deliver; Surrender
	 	 	2	 
	SECTION 1.07. Deposit Agreement
	 	 	3	 
	SECTION 1.08. Depositary; Corporate Trust Office
	 	 	3	 
	SECTION 1.09. Deposited Securities
	 	 	3	 
	SECTION 1.10. Dollars; HK$
	 	 	3	 
	SECTION 1.11. Foreign Registrar
	 	 	3	 
	SECTION 1.12. Owner
	 	 	3	 
	SECTION 1.13. Receipts
	 	 	3	 
	SECTION 1.14. Registrar
	 	 	4	 
	SECTION 1.15. Restricted Securities
	 	 	4	 
	SECTION 1.16. Securities Act of 1933
	 	 	4	 
	SECTION 1.17. Shares
	 	 	4	 
	ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS
	 	 	5	 
	SECTION 2.01. Form and Transferability of Receipts
	 	 	5	 
	SECTION 2.02. Deposit of Shares
	 	 	5	 
	SECTION 2.03. Execution and Delivery of Receipts
	 	 	6	 
	SECTION 2.04. Registration of Transfer of Receipts; Combination and Split-up of Receipts
	 	 	7	 
	SECTION 2.05. Surrender of Receipts and Withdrawal of Shares
	 	 	7	 
	SECTION 2.06. Limitations on Execution and Delivery, Transfer and Surrender of Receipts
	 	 	9	 
	SECTION 2.07. Lost Receipts, etc.
	 	 	9	 
	SECTION 2.08. Cancellation and Destruction of Surrendered Receipts
	 	 	10	 
	SECTION 2.09. Pre-Release of Receipts
	 	 	10	 
	ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS
	 	 	10	 
	SECTION 3.01. Filing Proofs, Certificates and Other Information
	 	 	10	 
	SECTION 3.02. Liability of Owner or Beneficial Owner for Taxes
	 	 	11	 
	SECTION 3.03. Warranties on Deposit of Shares
	 	 	11	 
	ARTICLE 4. THE DEPOSITED SECURITIES
	 	 	11	 
	SECTION 4.01. Cash Distributions
	 	 	11	 
	SECTION 4.02. Distributions Other Than Cash, Shares or Rights
	 	 	12	 
	SECTION 4.03. Distributions in Shares
	 	 	13	 
	SECTION 4.04. Rights
	 	 	13	 






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	 	 	Page

	SECTION 4.05. Conversion of Foreign Currency
	 	 	15	 
	SECTION 4.06. Fixing of Record Date
	 	 	16	 
	SECTION 4.07. Voting of Deposited Securities
	 	 	16	 
	SECTION 4.08. Changes Affecting Deposited Securities
	 	 	17	 
	SECTION 4.09. Reports
	 	 	18	 
	SECTION 4.10. Lists of Owners
	 	 	18	 
	SECTION 4.11. Withholding
	 	 	18	 
	ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY
	 	 	18	 
	SECTION 5.01. Maintenance of Office and Transfer Books by the Depositary
	 	 	18	 
	SECTION 5.02. Prevention or Delay in Performance by the Depositary or the Company
	 	 	19	 
	SECTION 5.03. Obligations of the Depositary, the Custodian and the Company
	 	 	20	 
	SECTION 5.04. Resignation and Removal of the Depositary
	 	 	20	 
	SECTION 5.05. The Custodians
	 	 	21	 
	SECTION 5.06. Notices and Reports
	 	 	22	 
	SECTION 5.07. Distribution of Additional Shares, Rights, etc.
	 	 	22	 
	SECTION 5.08. Indemnification
	 	 	23	 
	SECTION 5.09. Charges of Depositary
	 	 	23	 
	SECTION 5.10. Retention of Depositary Documents
	 	 	25	 
	SECTION 5.11. Exclusivity
	 	 	25	 
	SECTION 5.12. List of Restricted Securities Owners
	 	 	25	 
	ARTICLE 6. AMENDMENT AND TERMINATION
	 	 	25	 
	SECTION 6.01. Amendment
	 	 	25	 
	SECTION 6.02. Termination
	 	 	26	 
	ARTICLE 7. MISCELLANEOUS
	 	 	27	 
	SECTION 7.01. Counterparts
	 	 	27	 
	SECTION 7.02. No Third Party Beneficiaries
	 	 	27	 
	SECTION 7.03. Severability
	 	 	27	 
	SECTION 7.04. Owners and Beneficial Owners as Parties; Binding Effect
	 	 	27	 
	SECTION 7.05. Notices
	 	 	27	 
	SECTION 7.06. Submission to Jurisdiction; Appointment of Agent for Service of Process
	 	 	28	 
	SECTION 7.07. Waiver of Immunities
	 	 	29	 
	SECTION 7.08. Governing Law
	 	 	29	 







EXHIBIT A




Form of Receipt




- ii -




 









 








DEPOSIT AGREEMENT




     DEPOSIT AGREEMENT dated as of                , 2004 among GRAND TOYS
INTERNATIONAL LIMITED, incorporated under the laws of Hong Kong (herein called
the Company), THE BANK OF NEW YORK, a New York banking corporation (herein
called the Depositary), and all Owners and Beneficial Owners from time to time
of American Depositary Receipts issued hereunder.



W I T N E S S E T H :




     WHEREAS, the Company desires to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the
Company from time to time with the Depositary or with the Custodian (as
hereinafter defined) as agent of the Depositary for the purposes set forth in
this Deposit Agreement, for the creation of American Depositary Shares
representing the Shares so deposited and for the execution and delivery of
American Depositary Receipts evidencing the American Depositary Shares; and



     WHEREAS, the American Depositary Receipts are to be substantially in the
form of Exhibit A annexed hereto, with appropriate insertions, modifications
and omissions, as hereinafter provided in this Deposit Agreement;



     NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties hereto as follows:



ARTICLE 1. DEFINITIONS




     The following definitions shall for all purposes, unless otherwise clearly
indicated, apply to the respective terms used in this Deposit Agreement:



     SECTION 1.01. American Depositary Shares.



     The term “American Depositary Shares” shall mean the securities
representing the interests in the Deposited Securities and evidenced by the
Receipts issued hereunder. Each American Depositary Share shall represent the
number of Shares specified in Exhibit A to this Deposit Agreement, until there
shall occur a distribution upon Deposited Securities covered by Section 4.03 or
a change in Deposited Securities covered by Section 4.08 with respect to which
additional Receipts are not executed and delivered, and thereafter American
Depositary Shares shall represent the amount of Shares or Deposited Securities
specified in such Sections.



 









 





     SECTION 1.02. Beneficial Owner.



     The term “Beneficial Owner” shall mean each person owning from time to
time any beneficial interest in the American Depositary Shares evidenced by any
Receipt.



     SECTION 1.03. Commission.



     The term “Commission” shall mean the Securities and Exchange Commission of
the United States or any successor governmental agency in the United States.



     SECTION 1.04. Company.



     The term “Company” shall mean Grand Toys International Limited,
incorporated under the laws of Hong Kong, and its successors.



     SECTION 1.05. Custodian.



     The term “Custodian” shall mean the principal Hong Kong office of The
Kongkong and Shanghai Banking Corporation Limited, as agent of the Depositary
for the purposes of this Deposit Agreement, and any other firm or corporation
which may hereafter be appointed by the Depositary pursuant to the terms of
Section 5.05, as substitute or additional custodian or custodians hereunder, as
the context shall require and shall also mean all of them collectively.



     SECTION 1.06. Deliver; Surrender.



     (a) The term “deliver”, or its noun form, when used with respect to Shares
shall mean (i) one or more book-entry transfers to an account or accounts
maintained with a depository institution authorized under applicable law to
effect book-entry transfers of such securities or (ii) the physical transfer of
certificates representing Shares.



     (b) The term “deliver”, or its noun form, when used with respect to
Receipts, shall mean (i) one or more book-entry transfers of American
Depositary Shares to an account or accounts at The Depository Trust Company
(“DTC”) designated by the person entitled to such delivery or (ii) if requested
by the person entitled to such delivery, delivery at the Corporate Trust Office
of the Depositary of one or more Receipts.



     (c) The term “surrender”, when used with respect to Receipts, shall mean
(i) one or more book-entry transfers of American Depositary Shares to the DTC
account of the Depositary or (ii) surrender to the Depositary at its Corporate
Trust Office of one or more Receipts.



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     SECTION 1.07. Deposit Agreement.



     The term “Deposit Agreement” shall mean this Deposit Agreement, as the
same may be amended from time to time in accordance with the provisions of this
Deposit Agreement.



     SECTION 1.08. Depositary; Corporate Trust Office.



     The term “Depositary” shall mean The Bank of New York, a New York banking
corporation, and any successor as depositary hereunder. The term “Corporate
Trust Office”, when used with respect to the Depositary, shall mean the office
of the Depositary which at the date of this Agreement is 101 Barclay Street,
New York, New York 10286.



     SECTION 1.09. Deposited Securities.



     The term “Deposited Securities” as of any time shall mean Shares at such
time deposited or deemed to be deposited under this Deposit Agreement and any
and all other securities, property and cash received by the Depositary or the
Custodian in respect thereof and at such time held hereunder, subject as to
cash to the provisions of Section 4.05.



     SECTION 1.10. Dollars; HK$.



     The term “Dollars” shall mean United States dollars. The term “HK$” shall
mean the lawful currency of Hong Kong.



     SECTION 1.11. Foreign Registrar.



     The term “Foreign Registrar” shall mean the entity that carries out the
duties of registrar for the Shares and any other appointed agent of the Company
for the transfer and registration of Shares.



     SECTION 1.12. Owner.



     The term “Owner” shall mean the person in whose name a Receipt is
registered on the books of the Depositary maintained for such purpose.



     SECTION 1.13. Receipts.



     The term “Receipts” shall mean the American Depositary Receipts issued
hereunder evidencing American Depositary Shares.



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     SECTION 1.14. Registrar.



     The term “Registrar” shall mean any bank or trust company having an office
in the Borough of Manhattan, The City of New York, which shall be appointed to
register Receipts and transfers of Receipts as herein provided.



     SECTION 1.15. Restricted Securities.



     The term “Restricted Securities” shall mean Shares, or Receipts
representing such Shares, which are acquired directly or indirectly from the
Company, or any affiliate (as defined in Rule 144 to the Securities Act of
1933) of the Company, in a transaction or chain of transactions not involving
any public offering, or which are held by an officer, director (or persons
performing similar functions) or other affiliate of the Company, or which would
require registration under the Securities Act of 1933 in connection with the
public offer and sale thereof in the United States, or which are subject to
other restrictions on sale or deposit under the laws of the United States or
Hong Kong, or under a shareholder agreement or the articles of association or
similar document of the Company.



     SECTION 1.16. Securities Act of 1933.



     The term “Securities Act of 1933” shall mean the United States Securities
Act of 1933, as from time to time amended.



     SECTION 1.17. Shares.



     The term “Shares” shall mean shares of common stock in registered form of
the Company, heretofore validly issued and outstanding and fully paid,
nonassessable and that were not issued in violation of any pre-emptive or
similar rights of the holders of outstanding Shares or hereafter validly issued
and outstanding and fully paid, nonassessable and that are not issued in
violation of any pre-emptive or similar rights of the holders of outstanding
Shares or interim certificates representing such Shares; provided, however,
that, if there shall occur any change in nominal value, a split-up or
consolidation or any other reclassification or, upon the occurrence of an event
described in Section 4.08, an exchange or conversion in respect of the Shares
of the Company, the term “Shares” shall thereafter also mean the successor
securities resulting from such change in nominal value, split-up or
consolidation or such other reclassification or such exchange or conversion.



- 4 -









 





ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY,
TRANSFER AND SURRENDER OF RECEIPTS



     SECTION 2.01. Form and Transferability of Receipts.



     Definitive Receipts shall be substantially in the form set forth in
Exhibit A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided. No Receipt shall be
entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose, unless such Receipt shall have been executed by the Depositary
by the manual or facsimile signature of a duly authorized signatory of the
Depositary and, if a Registrar for the Receipts shall have been appointed,
countersigned by the manual signature of a duly authorized officer of the
Registrar. The Depositary shall maintain books on which each Receipt so
executed and delivered as hereinafter provided and the transfer of each such
Receipt shall be registered. Receipts bearing the manual or facsimile
signature of a duly authorized signatory of the Depositary who was at any time
a proper signatory of the Depositary shall bind the Depositary, notwithstanding
that such signatory has ceased to hold such office prior to the execution and
delivery of such Receipts by the Registrar or did not hold such office on the
date of issuance of such Receipts.



     The Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or modifications not inconsistent with the provisions
of this Deposit Agreement as may be required by the Depositary or required to
comply with any applicable law or regulations thereunder or with the rules and
regulations of any securities exchange upon which American Depositary Shares
may be listed or to conform with any usage with respect thereto, or to indicate
any special limitations or restrictions to which any particular Receipts are
subject by reason of the date of issuance of the underlying Deposited
Securities or otherwise.



     Title to a Receipt (and to the American Depositary Shares evidenced
thereby), when properly endorsed or accompanied by proper instruments of
transfer, shall be transferable by delivery with the same effect as in the case
of a negotiable instrument under the laws of New York; provided, however, that
the Depositary, notwithstanding any notice to the contrary, may treat the Owner
thereof as the absolute owner thereof for the purpose of determining the person
entitled to distribution of dividends or other distributions or to any notice
provided for in this Deposit Agreement and for all other purposes.



     SECTION 2.02. Deposit of Shares.



     Subject to the terms and conditions of this Deposit Agreement, Shares or
evidence of rights to receive Shares may be deposited by delivery thereof to
any Custodian hereunder, accompanied by any appropriate instrument or
instruments of



- 5 -









 








transfer, or endorsement, in form satisfactory to the Custodian, together with
all such certifications as may be required by the Depositary or the Custodian
in accordance with the provisions of this Deposit Agreement, and, if the
Depositary requires, together with a written order directing the Depositary to
execute and deliver to, or upon the written order of, the person or persons
stated in such order, a Receipt or Receipts for the number of American
Depositary Shares representing such deposit. No Share shall be accepted for
deposit unless accompanied by evidence satisfactory to the Depositary that any
necessary approval has been granted by any governmental body in Hong Kong that
is then performing the function of the regulation of currency exchange. If
required by the Depositary, Shares presented for deposit at any time, whether
or not the transfer books of the Company or the Foreign Registrar, if
applicable, are closed, shall also be accompanied by an agreement or
assignment, or other instrument satisfactory to the Depositary, which will
provide for the prompt transfer to the Custodian of any dividend, or right to
subscribe for additional Shares or to receive other property which any person
in whose name the Shares are or have been recorded may thereafter receive upon
or in respect of such deposited Shares, or in lieu thereof, such agreement of
indemnity or other agreement as shall be satisfactory to the Depositary.



     At the request and risk and expense of any person proposing to deposit
Shares, and for the account of such person, the Depositary may receive
certificates for Shares to be deposited, together with the other instruments
herein specified, for the purpose of forwarding such Share certificates to the
Custodian for deposit hereunder.



     Upon each delivery to a Custodian of a certificate or certificates for
Shares to be deposited hereunder, together with the other documents above
specified, such Custodian shall, as soon as transfer and recordation can be
accomplished, present such certificate or certificates to the Company or the
Foreign Registrar, if applicable, for transfer and recordation of the Shares
being deposited in the name of the Depositary or its nominee or such Custodian
or its nominee.



     Deposited Securities shall be held by the Depositary or by a Custodian for
the account and to the order of the Depositary or at such other place or places
as the Depositary shall determine.



     SECTION 2.03. Execution and Delivery of Receipts.



     Upon receipt by any Custodian of any deposit pursuant to Section 2.02
hereunder (and in addition, if the transfer books of the Company or the Foreign
Registrar, if applicable, are open, the Depositary may in its sole discretion
require a proper acknowledgment or other evidence from the Company that any
Deposited Securities have been recorded upon the books of the Company or the
Foreign Registrar, if applicable, in the name of the Depositary or its nominee
or such Custodian or its nominee), together with the other documents required
as above specified, such Custodian shall notify the



- 6 -









 





Depositary of such deposit and the person or persons to whom or upon whose
written order a Receipt or Receipts are deliverable in respect thereof and the
number of American Depositary Shares to be evidenced thereby. Such
notification shall be made by letter or, at the request, risk and expense of
the person making the deposit, by cable, telex or facsimile transmission. Upon
receiving such notice from such Custodian, or upon the receipt of Shares by the
Depositary, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver at its Corporate Trust Office, to or upon
the order of the person or persons entitled thereto, a Receipt or Receipts,
registered in the name or names and evidencing any authorized number of
American Depositary Shares requested by such person or persons, but only upon
payment to the Depositary of the fees and expenses of the Depositary for the
execution and delivery of such Receipt or Receipts as provided in Section 5.09,
and of all taxes and governmental charges and fees payable in connection with
such deposit and the transfer of the Deposited Securities.



     SECTION 2.04. Registration of Transfer of Receipts; Combination and
Split-up of Receipts.



     The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall register transfers of Receipts on its transfer books from time
to time, upon any surrender of a Receipt, by the Owner in person or by a duly
authorized attorney, properly endorsed or accompanied by proper instruments of
transfer, and duly stamped as may be required by the laws of the State of New
York and of the United States of America. Thereupon the Depositary shall
execute a new Receipt or Receipts and deliver the same to or upon the order of
the person entitled thereto.



     The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall upon surrender of a Receipt or Receipts for the purpose of
effecting a split-up or combination of such Receipt or Receipts, execute and
deliver a new Receipt or Receipts for any authorized number of American
Depositary Shares requested, evidencing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered.



     The Depositary may appoint one or more co-transfer agents for the purpose
of effecting transfers, combinations and split-ups of Receipts at designated
transfer offices on behalf of the Depositary. In carrying out its functions, a
co-transfer agent may require evidence of authority and compliance with
applicable laws and other requirements by Owners or persons entitled to
Receipts and will be entitled to protection and indemnity to the same extent as
the Depositary.



     SECTION 2.05. Surrender of Receipts and Withdrawal of Shares.



     Upon surrender at the Corporate Trust Office of the Depositary of a
Receipt for the purpose of withdrawal of the Deposited Securities represented
by the



- 7 -









 





American Depositary Shares evidenced by such Receipt, and upon payment of the
fee of the Depositary for the surrender of Receipts as provided in Section 5.09
and payment of all taxes and governmental charges payable in connection with
such surrender and withdrawal of the Deposited Securities, and subject to the
terms and conditions of this Deposit Agreement, the Owner of such Receipt shall
be entitled to delivery, to him or upon his order, of the amount of Deposited
Securities at the time represented by the American Depositary Shares evidenced
by such Receipt. Delivery of such Deposited Securities may be made by the
delivery of (a) certificates in the name of such Owner or as ordered by him or
certificates properly endorsed or accompanied by proper instruments of transfer
to such Owner or as ordered by him and (b) any other securities, property and
cash to which such Owner is then entitled in respect of such Receipts to such
Owner or as ordered by him. Such delivery shall be made, as hereinafter
provided, without unreasonable delay.



     A Receipt surrendered for such purposes may be required by the Depositary
to be properly endorsed in blank or accompanied by proper instruments of
transfer in blank, and if the Depositary so requires, the Owner thereof shall
execute and deliver to the Depositary a written order directing the Depositary
to cause the Deposited Securities being withdrawn to be delivered to or upon
the written order of a person or persons designated in such order. Thereupon
the Depositary shall direct the Custodian to deliver at the office of such
Custodian, subject to Sections 2.06, 3.01 and 3.02 and to the other terms and
conditions of this Deposit Agreement, to or upon the written order of the
person or persons designated in the order delivered to the Depositary as above
provided, the amount of Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt, except that the Depositary may
make delivery to such person or persons at the Corporate Trust Office of the
Depositary of any dividends or distributions with respect to the Deposited
Securities represented by the American Depositary Shares evidenced by such
Receipt, or of any proceeds of sale of any dividends, distributions or rights,
which may at the time be held by the Depositary.



     At the request, risk and expense of any Owner so surrendering a Receipt,
and for the account of such Owner, the Depositary shall direct the Custodian to
forward any cash or other property (other than rights) comprising, and forward
a certificate or certificates and other proper documents of title for, the
Deposited Securities represented by the American Depositary Shares evidenced by
such Receipt to the Depositary for delivery at the Corporate Trust Office of
the Depositary. Such direction shall be given by letter or, at the request,
risk and expense of such Owner, by cable, telex or facsimile transmission.



- 8 -









 





     SECTION 2.06. Limitations on Execution and Delivery, Transfer and
Surrender of Receipts.



     As a condition precedent to the execution and delivery, registration of
transfer, split-up, combination or surrender of any Receipt or withdrawal of
any Deposited Securities, the Depositary, Custodian or Registrar may require
payment from the depositor of Shares or the presenter of the Receipt of a sum
sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto (including any such tax
or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees as herein provided, may require the production
of proof satisfactory to it as to the identity and genuineness of any signature
and may also require compliance with any regulations the Depositary may
establish consistent with the provisions of this Deposit Agreement, including,
without limitation, this Section 2.06.



     The delivery of Receipts against deposit of Shares generally or against
deposit of particular Shares may be suspended, or the transfer of Receipts in
particular instances may be refused, or the registration of transfer of
outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary or the Company at any time or from
time to time because of any requirement of law or of any government or
governmental body or commission, or under any provision of this Deposit
Agreement, or for any other reason, subject to the provisions of the following
sentence. Notwithstanding anything to the contrary in this Deposit Agreement,
the surrender of outstanding Receipts and withdrawal of Deposited Securities
may not be suspended subject only to (i) temporary delays caused by closing the
transfer books of the Depositary or the Company or the deposit of Shares in
connection with voting at a shareholders’ meeting, or the payment of dividends,
(ii) the payment of fees, taxes and similar charges, and (iii) compliance with
any U.S. or foreign laws or governmental regulations relating to the Receipts
or to the withdrawal of the Deposited Securities. Without limitation of the
foregoing, the Depositary shall not knowingly accept for deposit under this
Deposit Agreement any Shares which would be required to be registered under the
provisions of the Securities Act of 1933 for the public offer and sale thereof
in the United States unless a registration statement is in effect as to such
Shares for such offer and sale.



     SECTION 2.07. Lost Receipts, etc.



     In case any Receipt shall be mutilated, destroyed, lost or stolen, the
Depositary shall execute and deliver a new Receipt of like tenor in exchange
and substitution for such mutilated Receipt upon cancellation thereof, or in
lieu of and in substitution for such destroyed, lost or stolen Receipt. Before
the Depositary shall execute and deliver a new Receipt in substitution for a
destroyed, lost or stolen Receipt,



- 9 -









 





the Owner thereof shall have (a) filed with the Depositary (i) a request for
such execution and delivery before the Depositary has notice that the Receipt
has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond
and (b) satisfied any other reasonable requirements imposed by the Depositary.



     SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.



     All Receipts surrendered to the Depositary shall be canceled by the
Depositary. The Depositary is authorized to destroy Receipts so canceled.



     SECTION 2.09. Pre-Release of Receipts.



     Notwithstanding Section 2.03 hereof, the Depositary may execute and
deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a
“Pre-Release”). The Depositary may, pursuant to Section 2.05, deliver Shares
upon the receipt and cancellation of Receipts which have been Pre-Released,
whether or not such cancellation is prior to the termination of such
Pre-Release or the Depositary knows that such Receipt has been Pre-Released.
The Depositary may receive Receipts in lieu of Shares in satisfaction of a
Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written
representation from the person to whom Receipts or Shares are to be delivered,
that such person, or its customer, owns the Shares or Receipts to be remitted,
as the case may be, (b) at all times fully collateralized with cash or such
other collateral as the Depositary deems appropriate, (c) terminable by the
Depositary on not more than five (5) business days notice, and (d) subject to
such further indemnities and credit regulations as the Depositary deems
appropriate. The number of Shares represented by American Depositary Shares
which are outstanding at any time as a result of Pre-Release will not normally
exceed thirty percent (30%) of the Shares deposited hereunder; provided,
however, that the Depositary reserves the right to change or disregard such
limit from time to time as it deems appropriate.



     The Depositary may retain for its own account any compensation received by
it in connection with the foregoing.



ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF
RECEIPTS



     SECTION 3.01. Filing Proofs, Certificates and Other Information.



     Any person presenting Shares for deposit or any Owner or Beneficial Owner
of a Receipt may be required from time to time to file with the Depositary or
the Custodian such proof of citizenship or residence, exchange control
approval, or such information relating to the registration on the books of the
Company or the Foreign



- 10 -









 





Registrar, if applicable, to execute such certificates and to make such
representations and warranties, as the Depositary may deem necessary or proper.
The Depositary may withhold the delivery or registration of transfer of any
Receipt or the distribution of any dividend or sale or distribution of rights
or of the proceeds thereof or the delivery of any Deposited Securities until
such proof or other information is filed or such certificates are executed or
such representations and warranties made.



     SECTION 3.02. Liability of Owner or Beneficial Owner for Taxes.



     If any tax or other governmental charge shall become payable by the
Custodian or the Depositary with respect to any Receipt or any Deposited
Securities represented by any Receipt, such tax or other governmental charge
shall be payable by the Owner or Beneficial Owner of such Receipt to the
Depositary. The Depositary may refuse to effect any transfer of such Receipt
or any withdrawal of Deposited Securities represented by American Depositary
Shares evidenced by such Receipt until such payment is made, and may withhold
any dividends or other distributions, or may sell for the account of the Owner
or Beneficial Owner thereof any part or all of the Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt, and
may apply such dividends or other distributions or the proceeds of any such
sale in payment of such tax or other governmental charge and the Owner or
Beneficial Owner of such Receipt shall remain liable for any deficiency.



     SECTION 3.03. Warranties on Deposit of Shares.



     Every person depositing Shares under this Deposit Agreement shall be
deemed thereby to represent and warrant that such Shares and each certificate
therefor are validly issued, fully paid, nonassessable and were not issued in
violation of any preemptive or similar rights of the holders of outstanding
Shares and that the person making such deposit is duly authorized so to do.
Every such person shall also be deemed to represent that such Shares are not,
and American Depositary Shares representing such Shares would not be,
Restricted Securities. Such representations and warranties shall survive the
deposit of Shares and delivery of Receipts.



ARTICLE 4. THE DEPOSITED SECURITIES



     SECTION 4.01. Cash Distributions.



     Whenever the Depositary shall receive any cash dividend or other cash
distribution on any Deposited Securities, the Depositary shall, subject to the
provisions of Section 4.05, convert such dividend or distribution into Dollars
and shall distribute the amount thus received (net of the fees and expenses of
the Depositary as provided in Section 5.09) to the Owners entitled thereto, in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively;



- 11 -









 





provided, however, that in the event that the Company or the Depositary shall
be required to withhold and does withhold from such cash dividend or such other
cash distribution an amount on account of taxes, the amount distributed to the
Owner of the Receipts evidencing American Depositary Shares representing such
Deposited Securities shall be reduced accordingly. The Depositary shall
distribute only such amount, however, as can be distributed without attributing
to any Owner a fraction of one cent. Any such fractional amounts shall be
rounded to the nearest whole cent and so distributed to Owners entitled
thereto. The Company or its agent will remit to the appropriate governmental
agency in Hong Kong all amounts withheld and owing to such agency. The
Depositary will forward to the Company or its agent such information from its
records as the Company may reasonably request to enable the Company or its
agent to file necessary reports with governmental agencies, and the Depositary
or the Company or its agent may file any such reports necessary to obtain
benefits under the applicable tax treaties for the Owners of Receipts.



     SECTION 4.02. Distributions Other Than Cash, Shares or Rights.



     Subject to the provisions of Sections 4.11 and 5.09, whenever the
Depositary shall receive any distribution other than a distribution described
in Section 4.01, 4.03 or 4.04, the Depositary shall cause the securities or
property received by it to be distributed to the Owners entitled thereto, after
deduction or upon payment of any fees and expenses of the Depositary or any
taxes or other governmental charges, in proportion to the number of American
Depositary Shares representing such Deposited Securities held by them
respectively, in any manner that the Depositary may deem equitable and
practicable for accomplishing such distribution; provided, however, that if in
the opinion of the Depositary such distribution cannot be made proportionately
among the Owners entitled thereto, or if for any other reason (including, but
not limited to, any requirement that the Company or the Depositary withhold an
amount on account of taxes or other governmental charges or that such
securities must be registered under the Securities Act of 1933 in order to be
distributed to Owners or Beneficial Owners) the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
deem equitable and practicable for the purpose of effecting such distribution,
including, but not limited to, the public or private sale of the securities or
property thus received, or any part thereof, and the net proceeds of any such
sale (net of the fees and expenses of the Depositary as provided in Section
5.09) shall be distributed by the Depositary to the Owners entitled thereto,
all in the manner and subject to the conditions described in Section 4.01. The
Depositary may withhold any distribution of securities under this Section 4.02
if it has not received satisfactory assurances from the Company that the
distribution does not require registration under the Securities Act of 1933.




- 12 -









 





     SECTION 4.03. Distributions in Shares.



     If any distribution upon any Deposited Securities consists of a dividend in,
or free distribution of, Shares, the Depositary may distribute to the Owners of
outstanding
Receipts entitled thereto, in proportion to the number of American Depositary
Shares
representing such Deposited Securities held by them respectively, additional
Receipts
evidencing an aggregate number of American Depositary Shares representing the
amount
of Shares received as such dividend or free distribution, subject to the terms
and
conditions of the Deposit Agreement with respect to the deposit of Shares and
the
issuance of American Depositary Shares evidenced by Receipts, including the
withholding of any tax or other governmental charge as provided in Section 4.11
and the
payment of the fees and expenses of the Depositary as provided in Section 5.09.
The
Depositary may withhold any such distribution of Receipts if it has not
received
satisfactory assurances from the Company that such distribution does not
require
registration under the Securities Act of 1933. In lieu of delivering Receipts
for fractional
American Depositary Shares in any such case, the Depositary shall sell the
amount of
Shares represented by the aggregate of such fractions and distribute the net
proceeds, all
in the manner and subject to the conditions described in Section 4.01. If
additional
Receipts are not so distributed, each American Depositary Share shall
thenceforth also
represent the additional Shares distributed upon the Deposited Securities
represented
thereby.



     SECTION 4.04. Rights.



     In the event that the Company shall offer or cause to be offered to the
holders of any Deposited Securities any rights to subscribe for additional
Shares or any
rights of any other nature, the Depositary shall have discretion as to the
procedure to be
followed in making such rights available to any Owners or in disposing of such
rights on
behalf of any Owners and making the net proceeds available to such Owners or,
if by the
terms of such rights offering or for any other reason, the Depositary may not
either make
such rights available to any Owners or dispose of such rights and make the net
proceeds
available to such Owners, then the Depositary shall allow the rights to lapse.
If at the
time of the offering of any rights the Depositary determines in its discretion
that it is
lawful and feasible to make such rights available to all or certain Owners but
not to other
Owners, the Depositary may distribute to any Owner to whom it determines the
distribution to be lawful and feasible, in proportion to the number of American
Depositary Shares held by such Owner, warrants or other instruments therefor in
such
form as it deems appropriate.



     In circumstances in which rights would otherwise not be distributed, if an
Owner of Receipts requests the distribution of warrants or other instruments in
order to
exercise the rights allocable to the American Depositary Shares of such Owner
hereunder, the Depositary will make such rights available to such Owner upon
written



- 13 -









 





notice from the Company to the Depositary that (a) the Company has elected in
its sole
discretion to permit such rights to be exercised and (b) such Owner has
executed such
documents as the Company has determined in its sole discretion are reasonably
required
under applicable law.



     If the Depositary has distributed warrants or other instruments for rights to
all or certain Owners, then upon instruction from such an Owner pursuant to
such
warrants or other instruments to the Depositary from such Owner to exercise
such rights,
upon payment by such Owner to the Depositary for the account of such Owner of
an
amount equal to the purchase price of the Shares to be received upon the
exercise of the
rights, and upon payment of the fees and expenses of the Depositary and any
other
charges as set forth in such warrants or other instruments, the Depositary
shall, on behalf
of such Owner, exercise the rights and purchase the Shares, and the Company
shall cause
the Shares so purchased to be delivered to the Depositary on behalf of such
Owner. As
agent for such Owner, the Depositary will cause the Shares so purchased to be
deposited
pursuant to Section 2.02 of this Deposit Agreement, and shall, pursuant to
Section 2.03 of
this Deposit Agreement, execute and deliver Receipts to such Owner; provided,
however,
that in the case of a distribution pursuant to the second paragraph of this
Section, such
deposit shall be made, and depositary shares shall be delivered, under
depositary
arrangements which provide for issuance of depositary receipts subject to the
appropriate
restrictions on sale, deposit, cancellation, and transfer under applicable
United States
laws.



     If the Depositary determines in its discretion that it is not lawful and
feasible to make such rights available to all or certain Owners, it may sell
the rights,
warrants or other instruments in proportion to the number of American
Depositary Shares
held by the Owners to whom it has determined it may not lawfully or feasibly
make such
rights available, and allocate the net proceeds of such sales (net of the fees
and expenses
of the Depositary as provided in Section 5.09 and all taxes and governmental
charges
payable in connection with such rights and subject to the terms and conditions
of this
Deposit Agreement) for the account of such Owners otherwise entitled to such
rights,
warrants or other instruments, upon an averaged or other practical basis
without regard to
any distinctions among such Owners because of exchange restrictions or the date
of
delivery of any Receipt or otherwise.



     Except as otherwise provided in the third preceding paragraph, the
Depositary will not offer rights to Owners unless both the rights and the
securities to
which such rights relate are either exempt from registration under the
Securities Act of
1933 with respect to a distribution to all Owners or are registered under the
provisions of
such Act. Nothing in this Deposit Agreement shall create any obligation on the
part of
the Company to file a registration statement with respect to such rights or
underlying
securities or to endeavor to have such a registration statement declared
effective. If an
Owner of Receipts requests the distribution of warrants or other instruments,



- 14 -









 





notwithstanding that there has been no such registration under such Act, the
Depositary
shall not effect such distribution unless it has received an opinion from
recognized
counsel in the United States for the Company upon which the Depositary may rely
that
such distribution to such Owner is exempt from such
registration.


     The Depositary shall not be responsible for any failure to determine that it
may be lawful or feasible to make such rights available to Owners in general or
any
Owner in particular.



     SECTION 4.05. Conversion of Foreign Currency.



     Whenever the Depositary or the Custodian shall receive foreign currency,
by way of dividends or other distributions or the net proceeds from the sale of
securities,
property or rights, and if at the time of the receipt thereof the foreign
currency so
received can in the judgment of the Depositary be converted on a reasonable
basis into
Dollars and the resulting Dollars transferred to the United States, the
Depositary shall
convert or cause to be converted, by sale or in any other manner that it may
determine,
such foreign currency into Dollars, and such Dollars shall be distributed to
the Owners
entitled thereto or, if the Depositary shall have distributed any warrants or
other
instruments which entitle the holders thereof to such Dollars, then to the
holders of such
warrants or instruments upon surrender thereof for cancellation. Such
distribution may
be made upon an averaged or other practicable basis without regard to any
distinctions
among Owners on account of exchange restrictions, the date of delivery of any
Receipt or
otherwise and shall be net of any expenses of conversion into Dollars incurred
by the
Depositary as provided in Section 5.09.



     If such conversion or distribution can be effected only with the approval or
license of any government or agency thereof, the Depositary shall file such
application
for approval or license, if any, as it may deem desirable.



     If at any time the Depositary shall determine that in its judgment any
foreign currency received by the Depositary or the Custodian is not convertible
on a
reasonable basis into Dollars transferable to the United States, or if any
approval or
license of any government or agency thereof which is required for such
conversion is
denied or in the opinion of the Depositary is not obtainable, or if any such
approval or
license is not obtained within a reasonable period as determined by the
Depositary, the
Depositary may distribute the foreign currency (or an appropriate document
evidencing
the right to receive such foreign currency) received by the Depositary to, or
in its
discretion may hold such foreign currency uninvested and without liability for
interest
thereon for the respective accounts of, the Owners entitled to receive the
same.



     If any such conversion of foreign currency, in whole or in part, cannot be
effected for distribution to some of the Owners entitled thereto, the
Depositary may in its



- 15 -









 





discretion make such conversion and distribution in Dollars to the extent
permissible to
the Owners entitled thereto and may distribute the balance of the foreign
currency
received by the Depositary to, or hold such balance uninvested and without
liability for
interest thereon for the respective accounts of, the Owners entitled thereto.



     SECTION 4.06. Fixing of Record Date.



     Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or whenever rights
shall be
issued with respect to the Deposited Securities, or whenever the Depositary
shall receive
notice of any meeting of holders of Shares or other Deposited Securities, or
whenever for
any reason the Depositary causes a change in the number of Shares that are
represented
by each American Depositary Share, or whenever the Depositary shall find it
necessary
or convenient, the Depositary shall fix a record date (a) for the determination
of the
Owners who shall be (i) entitled to receive such dividend, distribution or
rights or the net
proceeds of the sale thereof or (ii) entitled to give instructions for the
exercise of voting
rights at any such meeting or (iii) responsible for any fee or charges assessed
by the
Depositary pursuant to this Deposit Agreement, or (b) on or after which each
American
Depositary Share will represent the changed number of Shares. Subject to the
provisions
of Sections 4.01 through 4.05 and to the other terms and conditions of this
Deposit
Agreement, the Owners on such record date shall be entitled, as the case may
be, to
receive the amount distributable by the Depositary with respect to such
dividend or other
distribution or such rights or the net proceeds of sale thereof in proportion
to the number
of American Depositary Shares held by them respectively, to give voting
instructions or
to act in respect of any other such matter.



     SECTION 4.07. Voting of Deposited Securities.



     Upon receipt from the Company of notice of any meeting or solicitation of
proxies or consents of holders of Shares or other Deposited Securities, the
Depositary
shall, if requested in writing by the Company, as soon as practicable
thereafter, mail to
the Owners a notice, the form of which notice shall be in the sole discretion
of the
Depositary, which shall contain (a) such information as is contained in such
notice of
meeting received by the Depositary from the Company, (b) a statement that the
Owners
as of the close of business on a specified record date will be entitled,
subject to any
applicable provision of Hong Kong law and of the articles of association or
similar
document of the Company, to instruct the Depositary as to the exercise of the
voting
rights, if any, pertaining to the amount of Shares or other Deposited
Securities
represented by their respective American Depositary Shares and (c) a statement
as to the
manner in which such instructions may be given, including an express indication
that
such instructions may be given or deemed given in accordance with the last
sentence of
this paragraph if no instruction is received, to the Depositary to give a
discretionary
proxy to a person designated to the Company. Upon the written request of an
Owner of a



- 16 -









 





Receipt on such record date, received on or before the date established by the
Depositary
for such purpose, the Depositary shall endeavor, in so far as practicable, to
vote or cause
to be voted the amount of Shares or other Deposited Securities represented by
the
American Depositary Shares evidenced by such Receipt in accordance with the
instructions set forth in such request. The Depositary shall not vote or
attempt to exercise
the right to vote that attaches to such Shares or other Deposited Securities
other than in
accordance with such instructions or deemed instructions. If (i) the Company
made a
request to the Depositary as contemplated by the first sentence of this Section
4.07 and
complied with the following paragraph of this Section 4.07 and (ii) no
instructions are
received by the Depositary from an Owner with respect to an amount of Deposited
Securities represented by the American Depositary Shares evidenced by that
Owner’s
Receipts on or before the date established by the Depositary for such purpose,
the
Depositary shall deem that Owner to have instructed the Depositary to give a
discretionary proxy to a person designated by the Company with respect to that
amount
of Deposited Securities and the Depositary shall give a discretionary proxy to
a person
designated by the Company to vote that amount of Deposited Securities, except
that no
such instruction shall be deemed given and no such discretionary proxy shall be
given
with respect to any matter as to which the Company informs the Depositary (and
the
Company agrees to provide such information as promptly as practicable in
writing, if
applicable) that (x) the Company does not wish such proxy given, (y)
substantial
opposition exists or (z) such matter materially and adversely affects the
rights of holders
of Shares.



     In order to give Owners a reasonable opportunity to instruct the
Depositary as to the exercise of voting rights relating to Deposited
Securities, if the
Company will request the Depositary to act under the preceding paragraph, the
Company
shall give the Depositary notice of any such meeting or solicitation not less
than 45 days
prior to the meeting date or date for giving such proxies or consents.



     SECTION 4.08. Changes Affecting Deposited Securities.



     In circumstances where the provisions of Section 4.03 do not apply, upon
any change in nominal value, change in par value, split-up, consolidation or
any other
reclassification of Deposited Securities, or upon any recapitalization,
reorganization,
merger or consolidation or sale of assets affecting the Company or to which it
is a party,
any securities which shall be received by the Depositary or a Custodian in
exchange for
or in conversion of or in respect of Deposited Securities, shall be treated as
new
Deposited Securities under this Deposit Agreement, and American Depositary
Shares
shall thenceforth represent, in addition to the existing Deposited Securities,
the right to
receive the new Deposited Securities so received in exchange or conversion,
unless
additional Receipts are delivered pursuant to the following sentence. In any
such case the
Depositary may execute and deliver additional Receipts as in the case of a
dividend in



- 17 -









 





Shares, or call for the surrender of outstanding Receipts to be exchanged for
new
Receipts specifically describing such new Deposited Securities.



     SECTION 4.09. Reports.



     The Depositary shall make available for inspection by Owners at its
Corporate Trust Office any reports and communications, including any proxy
soliciting
material, received from the Company which are both (a) received by the
Depositary as
the holder of the Deposited Securities and (b) made generally available to the
holders of
such Deposited Securities by the Company. The Depositary shall also send to the
Owners copies of such reports when furnished by the Company pursuant to Section
5.06.
Any such reports and communications, including any such proxy soliciting
material,
furnished to the Depositary by the Company shall be furnished in English, to
the extent
such materials are required to be translated into English pursuant to any
regulations of the
Commission.



     SECTION 4.10. Lists of Owners.



     Promptly upon request by the Company, the Depositary shall, at the
expense of the Company, furnish to it a list, as of a recent date, of the
names, addresses
and holdings of American Depositary Shares by all persons in whose names
Receipts are
registered on the books of the Depositary.



     SECTION 4.11. Withholding.



     In the event that the Depositary determines that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other
governmental charge which the Depositary is obligated to withhold, the
Depositary may
by public or private sale dispose of all or a portion of such property
(including Shares and
rights to subscribe therefor) in such amounts and in such manner as the
Depositary deems
necessary and practicable to pay such taxes or charges and the Depositary shall
distribute
the net proceeds of any such sale after deduction of such taxes or charges to
the Owners
entitled thereto in proportion to the number of American Depositary Shares held
by them
respectively.



ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY




     SECTION 5.01. Maintenance of Office and Transfer Books by the
Depositary.



     Until termination of this Deposit Agreement in accordance with its terms,
the Depositary shall maintain in the Borough of Manhattan, The City of New
York,
facilities for the execution and delivery, registration, registration of
transfers and
surrender of Receipts in accordance with the provisions of this Deposit
Agreement.



- 18 -









 





     The Depositary shall keep books, at its Corporate Trust Office, for the
registration of Receipts and transfers of Receipts which at all reasonable
times shall be
open for inspection by the Owners, provided that such inspection shall not be
for the
purpose of communicating with Owners in the interest of a business or object
other than
the business of the Company or a matter related to this Deposit Agreement or
the
Receipts.



     The Depositary may close the transfer books, at any time or from time to
time, when deemed expedient by it in connection with the performance of its
duties
hereunder.



     If any Receipts or the American Depositary Shares evidenced thereby are
listed on one or more stock exchanges in the United States, the Depositary
shall act as
Registrar or appoint a Registrar or one or more co-registrars for registry of
such Receipts
in accordance with any requirements of such exchange or exchanges.



     SECTION 5.02. Prevention or Delay in Performance by the
Depositary or the Company.



     Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or
Beneficial Owner if, by reason of any provision of any present or future law or
regulation
of the United States or any other country, or of any governmental or regulatory
authority
or stock exchange, or by reason of any provision, present or future, of the
articles of
association or similar document of the Company, or by reason of any provision
of any
securities issued or distributed by the Company, or any offering or
distribution thereof, or
by reason of any act of God or war or terrorism or other circumstances beyond
its control,
the Depositary or the Company shall be prevented, delayed or forbidden from, or
be
subject to any civil or criminal penalty on account of, doing or performing any
act or
thing which by the terms of this Deposit Agreement or Deposited Securities it
is provided
shall be done or performed; nor shall the Depositary or the Company or any of
their
respective directors, employees, agents or affiliates incur any liability to
any Owner or
Beneficial Owner of any Receipt by reason of any nonperformance or delay,
caused as
aforesaid, in the performance of any act or thing which by the terms of this
Deposit
Agreement it is provided shall or may be done or performed, or by reason of any
exercise
of, or failure to exercise, any discretion provided for in this Deposit
Agreement. Where,
by the terms of a distribution pursuant to Section 4.01, 4.02, or 4.03, or an
offering or
distribution pursuant to Section 4.04, or for any other reason, such
distribution or offering
may not be made available to Owners, and the Depositary may not dispose of such
distribution or offering on behalf of such Owners and make the net proceeds
available to
such Owners, then the Depositary shall not make such distribution or offering,
and shall
allow any rights, if applicable, to lapse.



- 19 -









 





     SECTION 5.03. Obligations of the Depositary, the Custodian and
the Company.



     The Company assumes no obligation nor shall it be subject to any liability
under this Deposit Agreement to Owners or Beneficial Owners, except that it
agrees to
perform its obligations specifically set forth in this Deposit Agreement
without
negligence or bad faith.



     The Depositary assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to any Owner or Beneficial Owner
(including,
without limitation, liability with respect to the validity or worth of the
Deposited
Securities), except that it agrees to perform its obligations specifically set
forth in this
Deposit Agreement without negligence or bad faith.



     Neither the Depositary nor the Company shall be under any obligation to
appear in or prosecute any action, suit or other proceeding in respect of any
Deposited
Securities or in respect of the Receipts on behalf of any Owner, Beneficial
Owner or
other person, and the Custodian shall not be under any obligation whatsoever
with respect
to such proceedings, the responsibility of the Custodian being solely to the
Depositary.



     Neither the Depositary nor the Company shall be liable for any action or
nonaction by it in reliance upon the advice of or information from legal
counsel,
accountants, any person presenting Shares for deposit, any Owner or any other
person
believed by it in good faith to be competent to give such advice or
information.



     The Depositary shall not be liable for any acts or omissions made by a
successor depositary whether in connection with a previous act or omission of
the
Depositary or in connection with any matter arising wholly after the removal or
resignation of the Depositary, provided that in connection with the issue out
of which
such potential liability arises the Depositary performed its obligations
without negligence
or bad faith while it acted as Depositary.



     The Depositary shall not be responsible for any failure to carry out any
instructions to vote any of the Deposited Securities, or for the manner in
which any such
vote is cast or the effect of any such vote, provided that any such action or
nonaction is in
good faith.



     No disclaimer of liability under the Securities Act of 1933 is intended by
any provision of this Deposit Agreement.



     SECTION 5.04. Resignation and Removal of the Depositary.



     The Depositary may at any time resign as Depositary by written notice of
its election so to do delivered to the Company, such resignation to take effect
upon the



- 20 -









 





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 120
days’ prior written notice of such removal, to become effective upon the later
of (i) the
120th day after delivery of the notice to the Depositary or (ii) the
appointment of a
successor depositary and its acceptance of such appointment as hereinafter
provided.



     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;
but such
predecessor, nevertheless, upon payment of all sums due it and on the written
request of
the Company shall execute and deliver an instrument transferring to such
successor all
rights and powers of such predecessor hereunder, shall duly assign, transfer
and deliver
all right, title and interest in the Deposited Securities to such successor,
and shall deliver
to such successor a list of the Owners of all outstanding Receipts. Any such
successor
depositary shall promptly mail notice of its appointment to the Owners.



     Any corporation into or with which the Depositary may be merged or
consolidated shall be the successor of the Depositary without the execution or
filing of
any document or any further act.



     SECTION 5.05. The Custodians.



     The Custodian shall be subject at all times and in all respects to the
directions of the Depositary and shall be responsible solely to it. Any
Custodian may
resign and be discharged from its duties hereunder by notice of such
resignation delivered
to the Depositary at least 30 days prior to the date on which such resignation
is to become
effective. If upon the effectiveness of such resignation there would be no
Custodian
acting hereunder, the Depositary shall, as promptly as practicable after
receiving such
notice, appoint a substitute custodian or custodians, each of which shall
thereafter be a
Custodian hereunder. Whenever the Depositary in its discretion determines that
it is in
the best interest of the Owners to do so, it may appoint a substitute or
additional
custodian or custodians, each of which shall thereafter be one of the
Custodians
hereunder. Upon demand of the Depositary any Custodian shall deliver such of
the
Deposited Securities held by it as are requested of it to any other Custodian
or such
substitute or additional custodian or custodians. Each such substitute or
additional
custodian shall deliver to the Depositary, forthwith upon its appointment, an
acceptance
of such appointment satisfactory in form and substance to the Depositary.



- 21 -









 





     Upon the appointment of any successor depositary hereunder, each
Custodian then acting hereunder shall forthwith become, without any further act
or
writing, the agent hereunder of such successor depositary and the appointment
of such
successor depositary shall in no way impair the authority of each Custodian
hereunder;
but the successor depositary so appointed shall, nevertheless, on the written
request of
any Custodian, execute and deliver to such Custodian all such instruments as
may be
proper to give to such Custodian full and complete power and authority as agent
hereunder of such successor depositary.



     SECTION 5.06. Notices and Reports.



     On or before the first date on which the Company gives notice, by
publication or otherwise, of any meeting of holders of Shares or other
Deposited
Securities, or of any adjourned meeting of such holders, or of the taking of
any action in
respect of any cash or other distributions or the offering of any rights, the
Company
agrees to transmit to the Depositary and the Custodian a copy of the notice
thereof in
English but otherwise in the form given or to be given to holders of Shares or
other
Deposited Securities.



     The Company will arrange for the translation into English, if not already
in English, to the extent required pursuant to any regulations of the
Commission, and the
prompt transmittal by the Company to the Depositary and the Custodian of such
notices
and any other reports and communications which are made generally available by
the
Company to holders of its Shares. If requested in writing by the Company, the
Depositary will arrange for the mailing, at the Company’s expense, of copies of
such
notices, reports and communications to all Owners. The Company will timely
provide
the Depositary with the quantity of such notices, reports, and communications,
as
requested by the Depositary from time to time, in order for the Depositary to
effect such
mailings.



     The Company has delivered to the Depositary and the Custodian a copy
(in English or with an English translation) of all provisions of or governing
the Shares
and any other Deposited Securities. Promptly upon any change in such
provisions, the
Company shall deliver promptly to the Depositary and the Custodian a copy (in
English
or with an English translation) of such provisions as so changed. The
Depositary and its
agents may rely on the copy of such provisions as so delivered for all purposes
of this
Deposit Agreement.



     SECTION 5.07. Distribution of Additional Shares, Rights, etc.



     If the Company or any affiliate of the Company determines to make any
issuance or distribution of (1) additional Shares, (2) rights to subscribe for
Shares,
(3) securities convertible into Shares, or (4) rights to subscribe for such
securities (each a



- 22 -









 





“Distribution”), the Company shall notify the Depositary in writing in English
as
promptly as practicable and in any event before the Distribution starts and, if
requested in
writing by the Depositary, the Company shall promptly furnish to the Depositary
a
written opinion from U.S. counsel for the Company that is reasonably
satisfactory to the
Depositary, stating whether or not the Distribution requires, or, if made in
the United
States, would require, registration under the Securities Act of 1933. If, in
the opinion of
that counsel, the Distribution requires, or, if made in the United States,
would require,
registration under the Securities Act of 1933, that counsel shall furnish to
the Depositary
a written opinion as to whether or not there is a registration statement under
the Securities
Act of 1933 in effect that will cover that Distribution.



     The Company agrees with the Depositary that neither the Company nor
any company controlled by, controlling or under common control with the Company
will
at any time deposit any Shares, either originally issued or previously issued
and
reacquired by the Company or any such affiliate, unless a Registration
Statement is in
effect as to such Shares under the Securities Act of 1933.



     SECTION 5.08. Indemnification.



     The Company agrees to indemnify the Depositary, its directors,
employees, agents and affiliates and any Custodian against, and hold each of
them
harmless from, any liability or expense (including, but not limited to, the
fees and
expenses of counsel) which may arise out of (a) any registration with the
Commission of
American Depositary Shares or Deposited Securities or the offer or sale thereof
in the
United States or (b) acts performed or omitted, pursuant to the provisions of
this Deposit
Agreement and of the Receipts, as the same may be amended, modified or
supplemented
from time to time, (i) by either the Depositary or a Custodian or their
respective directors,
employees, agents and affiliates, except for any liability or expense arising
out of the
negligence or bad faith of either of them, or (ii) by the Company or any of its
directors,
employees, agents and affiliates.



     The Depositary agrees to indemnify the Company, its directors,
employees, agents and affiliates and hold them harmless from any liability or
expense
which may arise out of acts performed or omitted by the Depositary or its
Custodian or
their respective directors, employees, agents and affiliates due to their
negligence or bad
faith.



     SECTION 5.09. Charges of Depositary.



     The
Company agrees to pay the fees, reasonable expenses and out-of-pocket
charges of the Depositary and those of any Registrar only in accordance with
agreements in writing entered into between the Depositary and the Company from
time to
time. The Depositary shall present its statement for such charges and expenses
to the



- 23 -









 





Company once every three months. The charges and expenses of the Custodian are
for
the sole account of the Depositary.



     The following charges shall be incurred by any party depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts
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 Receipts or
Deposited
Securities or a distribution of Receipts pursuant to Section 4.03) or by
Owners, as
applicable: (1) taxes and other governmental charges, (2) such registration
fees as may
from time to time be in effect for the registration of transfers of Shares
generally on the
Share register of the Company or Foreign Registrar and applicable to transfers
of Shares
to the name of the Depositary or its nominee or the Custodian or its nominee on
the
making of deposits or withdrawals hereunder, (3) such cable, telex and
facsimile
transmission expenses as are expressly provided in this Deposit Agreement, (4)
such
expenses as are incurred by the Depositary in the conversion of foreign
currency pursuant
to Section 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares
(or portion
thereof) for the execution and delivery of Receipts pursuant to Section 2.03,
4.03 or 4.04
and the surrender of Receipts pursuant to Section 2.05 or 6.02, (6) a fee of
$.02 or less
per American Depositary Share (or portion thereof) for any cash distribution
made
pursuant to this Deposit Agreement, including, but not limited to Sections 4.01
through
4.04, (7) a fee for the distribution of securities pursuant to Section 4.02,
such fee being in
an amount equal to the fee for the execution and delivery of American
Depositary Shares
referred to above which would have been charged as a result of the deposit of
such
securities (for purposes of this clause 7 treating all such securities as if
they were Shares)
but which securities are instead distributed by the Depositary to Owners, (8) a
fee of $.02
or less per American Depositary Share (or portion thereof) for depositary
services, which
will accrue on the last day of each calendar year and will be payable as
provided in clause
9 below; provided, however, that no fee will be assessed under this clause 8 to
the extent
that a fee of $.02 was charged pursuant to clause 6 above during that calendar
year and
(9) any other charges payable by the Depositary, any of the Depositary’s
agents,
including the Custodian, or the agents of the Depositary’s agents in connection
with the
servicing of Shares or other Deposited Securities (which charge shall be
assessed against
Owners as of the date or dates set by the Depositary in accordance with Section
4.06 and
shall be collected at the sole discretion of the Depositary by billing such
Owners for such
charge or by deducting such charge from one or more cash dividends or other
cash
distributions).



     The Depositary, subject to Section 2.09, may own and deal in any class of
securities of the Company and its affiliates and in Receipts.




- 24 -










 





     SECTION 5.10. Retention of Depositary Documents.



     The Depositary is authorized to destroy those documents, records, bills
and other data compiled during the term of this Deposit Agreement at the times
permitted by the laws or regulations governing the Depositary unless the
Company reasonably requests that such papers be retained for a longer period.



     SECTION 5.11. Exclusivity.



     The Company agrees not to appoint any other depositary for issuance of
American or global depositary receipts so long as The Bank of New York is
acting as Depositary hereunder.



     SECTION 5.12. List of Restricted Securities Owners.



     The Company shall provide to the Depositary a list setting forth, to the
actual knowledge of the Company, those persons or entities who beneficially own
Restricted Securities as of the date hereof and the Company shall update that
list as changes occur. The Company agrees to advise in writing each of the
persons or entities so listed that such Restricted Securities, so long as they
remain such, are ineligible for deposit hereunder. The Depositary may rely on
the list provided under this Section 5.12, as most recently updated, but shall
not be liable for any action or omission made in reliance thereon.



ARTICLE 6. AMENDMENT AND TERMINATION




     SECTION 6.01. Amendment.



     The form of the Receipts and any provisions of this Deposit Agreement may
at any time and from time to time be amended by agreement between the Company
and the Depositary without the consent of Owners or Beneficial Owners in any
respect which they may deem necessary or desirable. Any amendment which shall
impose or increase any fees or charges (other than taxes and other governmental
charges, registration fees, cable, telex or facsimile transmission costs,
delivery costs or other such expenses), or which shall otherwise prejudice any
substantial existing right of Owners, shall, however, not become effective as
to outstanding Receipts until the expiration of 30 days after notice of such
amendment shall have been given to the Owners of outstanding Receipts. Every
Owner and Beneficial Owner, at the time any amendment so becomes effective,
shall be deemed, by continuing to hold such Receipt or any interest therein, 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 Owner
of any Receipt to surrender such Receipt and receive therefor the Deposited
Securities



- 25 -









 




represented thereby, except in order to comply with mandatory provisions of
applicable law.




     SECTION 6.02. Termination.



     The Depositary shall, at any time at the direction of the Company,
terminate this Deposit Agreement by mailing notice of termination to the Owners
of all Receipts then outstanding at least 30 days prior to the date fixed in
such notice for such termination. The Depositary may likewise terminate this
Deposit Agreement by mailing notice of termination to the Company and the
Owners of all Receipts then outstanding if at least 60 days have passed since
the Depositary delivered to the Company a written notice of its election to
resign and a successor depositary has not been appointed and accepted its
appointment as provided in Section 5.04. On and after the date of termination,
the Owner of a Receipt will, upon (a) surrender of such Receipt at the
Corporate Trust Office of the Depositary, (b) payment of the fee of the
Depositary for the surrender of Receipts referred to in Section 2.05, and (c)
payment of any applicable taxes or governmental charges, be entitled to
delivery, to him or upon his order, of the amount of Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt. If any
Receipts shall remain outstanding after the date of termination, the Depositary
thereafter shall discontinue the registration of transfers of Receipts, shall
suspend the distribution of dividends to the Owners thereof, and shall not give
any further notices or perform any further acts under this Deposit Agreement,
except that the Depositary shall continue to collect dividends and other
distributions pertaining to Deposited Securities, shall sell rights and other
property as provided in this Deposit Agreement, and shall continue to deliver
Deposited Securities, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any rights or
other property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in
accordance with the terms and conditions of this Deposit Agreement, and any
applicable taxes or governmental charges). At any time after the expiration of
one year from the date of termination, the Depositary may sell the Deposited
Securities then held hereunder and may thereafter hold uninvested the net
proceeds of any such sale, together with any other cash then held by it
hereunder, unsegregated and without liability for interest, for the pro rata
benefit of the Owners of Receipts which have not theretofore been surrendered,
such Owners thereupon becoming general creditors of the Depositary with respect
to such net proceeds. After making such sale, the Depositary shall be
discharged from all obligations under this Deposit Agreement, except to account
for such net proceeds and other cash (after deducting, in each case, the fee of
the Depositary for the surrender of a Receipt, any expenses for the account of
the Owner of such Receipt in accordance with the terms and conditions of this
Deposit Agreement, and any applicable taxes or governmental charges). Upon the
termination of this Deposit Agreement, the Company shall be



- 26 -









 




discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary under Sections 5.08 and 5.09.




ARTICLE 7. MISCELLANEOUS




     SECTION 7.01. Counterparts.



     This Deposit Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and all of such counterparts shall
constitute one and the same instrument. Copies of this Deposit Agreement shall
be filed with the Depositary and the Custodians and shall be open to inspection
by any Owner or Beneficial Owner during business hours.



     SECTION 7.02. No Third Party Beneficiaries.



     This Deposit Agreement is for the exclusive benefit of the parties hereto
and shall not be deemed to give any legal or equitable right, remedy or claim
whatsoever to any other person.



     SECTION 7.03. Severability.



     In case any one or more of the provisions contained in this Deposit
Agreement or in the Receipts should be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein or therein shall in no way be affected,
prejudiced or disturbed thereby.



     SECTION 7.04. Owners and Beneficial Owners as Parties; Binding Effect.



     The Owners and Beneficial Owners of Receipts from time to time shall be
parties to this Deposit Agreement and shall be bound by all of the terms and
conditions hereof and of the Receipts by acceptance thereof or any interest
therein.



     SECTION 7.05. Notices.



     Any and all notices to be given to the Company shall be deemed to have
been duly given if personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to Grand Toys
International Limited, Room UG202, Floor UG2, Chinachem Golden Plaza, 77 Mody
Road, Tsimshatsui East, Kowloon, Hong Kong, Attention:             ,
Facsimile No.: 852-            , or any other place to which the Company may
have transferred its principal office with notice to the Depositary.



- 27 -









 





     Any and all notices to be given to the Depositary shall be deemed to have
been duly given if in English and personally delivered or sent by mail or
cable, telex or facsimile transmission confirmed by letter, addressed to The
Bank of New York, 101 Barclay Street, New York, New York 10286, Attention:
American Depositary Receipt Administration, or any other place to which the
Depositary may have transferred its Corporate Trust Office with notice to the
Company.



     Any and all notices to be given to any Owner shall be deemed to have been
duly given if personally delivered or sent by mail or cable, telex or facsimile
transmission confirmed by letter, addressed to such Owner at the address of
such Owner as it appears on the transfer books for Receipts of the Depositary,
or, if such Owner shall have filed with the Depositary a written request that
notices intended for such Owner be mailed to some other address, at the address
designated in such request.



     Delivery of a notice sent by mail or cable, telex or facsimile
transmission shall be deemed to be effective at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a cable,
telex or facsimile transmission) is deposited, postage prepaid, in a
post-office letter box. The Depositary or the Company may, however, act upon
any cable, telex or facsimile transmission received by it, notwithstanding that
such cable, telex or facsimile transmission shall not subsequently be confirmed
by letter as aforesaid.



     SECTION 7.06. Submission to Jurisdiction; Appointment of Agent for Service
of Process.



     The Company hereby (i) irrevocably designates and appoints CT Corporation
System, 111 Eighth Avenue, New York, New York 10011, as the Company’s
authorized agent upon which process may be served in any suit or proceeding
arising out of or relating to the Shares or Deposited Securities, the American
Depositary Shares, the Receipts or this Deposit Agreement, (ii) consents and
submits to the jurisdiction of any state or federal court in the State of New
York in which any such suit or proceeding may be instituted, and (iii) agrees
that service of process upon said authorized agent shall be deemed in every
respect effective service of process upon the Company in any such suit or
proceeding. The Company agrees to deliver, upon the execution and delivery of
this Deposit Agreement, a written acceptance by such agent of its appointment
as such agent. The Company further agrees to take any and all action, including
the filing of any and all such documents and instruments, as may be necessary
to continue such designation and appointment in full force and effect for so
long as any American Depositary Shares or Receipts remain outstanding or this
Agreement remains in force. 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



- 28 -









 




hereunder, and service so made shall be deemed completed five (5) days after
the same shall have been so mailed.




     SECTION 7.07. Waiver of Immunities.



     To the extent that the Company or any of its properties, assets or
revenues may have or may hereafter become 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 any other matter
under or arising out of or in connection with the Shares or Deposited
Securities, the American Depositary Shares, the Receipts or this Agreement, the
Company, to the fullest extent permitted by law, hereby irrevocably and
unconditionally waives, and agrees not to plead or claim, any such immunity and
consents to such relief and enforcement.



     SECTION 7.08. Governing Law.



     This Deposit Agreement and the Receipts shall be interpreted and all
rights hereunder and thereunder and provisions hereof and thereof shall be
governed by the laws of the State of New York, except with respect to its
authorization and execution by the Company, which shall be governed by the laws
of Hong Kong.



- 29 -









 





     IN WITNESS WHEREOF, GRAND TOYS INTERNATIONAL LIMITED and THE BANK OF NEW
YORK have duly executed this Deposit Agreement as of the day and year first set
forth above and all Owners and Beneficial Owners shall become parties hereto
upon acceptance by them of Receipts issued in accordance with the terms hereof
or any interest therein.



	 	 	 	 	 	 	 
	 	 	GRAND TOYS INTERNATIONAL LIMITED
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	

	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	

	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,
 as
Depositary
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	

	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	








- 30 -









 






EXHIBIT A




	 	 	 
	No.
	 	 
	

	 	

AMERICAN DEPOSITARY SHARES

(Each American Depositary Share

represents            deposited Shares)







THE BANK OF NEW YORK

AMERICAN DEPOSITARY RECEIPT

FOR ORDINARY SHARES

PAR VALUE              EACH OF

GRAND TOYS INTERNATIONAL LIMITED

(INCORPORATED UNDER THE LAWS OF HONG KONG)




     The Bank of New York, as depositary (herein called the Depositary), hereby
certifies that            , or
registered assigns IS THE OWNER OF    



AMERICAN DEPOSITARY SHARES



representing deposited ordinary shares (herein called Shares) of Grand Toys
International Limited, incorporated under the laws of Hong Kong (herein called
the Company). At the date hereof, each American Depositary Share represents
            Share[s] deposited or subject to deposit under the Deposit
Agreement (as such term is hereinafter defined) at the principal Hong Kong
office of The Hongkong and Shanghai Banking Corporation Limited (herein called
the Custodian). The Depositary’s Corporate Trust Office is located at a
different address than its principal executive office. Its Corporate Trust
Office is located at 101 Barclay Street, New York, N.Y. 10286, and its
principal executive office is located at One Wall Street, New York, N.Y. 10286.




THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS

101 BARCLAY STREET, NEW YORK, N.Y. 10286




 A-1









 






	1.	 	THE DEPOSIT AGREEMENT.





     This American Depositary Receipt is one of an issue (herein called
Receipts), all issued and to be issued upon the terms and conditions set forth
in the deposit agreement, dated as of             , 2004, as the same may be
amended from time to time in accordance with its terms (the “Deposit
Agreement”), by and among the Company, the Depositary, and all Owners and
Beneficial Owners from time to time of Receipts issued thereunder, each of whom
by accepting a Receipt or any interest therein agrees to become a party thereto
and become bound by all the terms and conditions thereof. The Deposit
Agreement sets forth the rights of Owners and Beneficial Owners of the Receipts
and the rights and duties of the Depositary in respect of the Shares deposited
thereunder and any and all other securities, property and cash from time to
time received in respect of such Shares and held thereunder (such Shares,
securities, property, and cash are herein called Deposited Securities). Copies
of the Deposit Agreement are on file at the Depositary’s Corporate Trust Office
in New York City and at the office of the Custodian.



     The statements made on the face and reverse of this Receipt are summaries
of certain provisions of the Deposit Agreement and are qualified by and subject
to the detailed provisions of the Deposit Agreement, to which reference is
hereby made. Capitalized terms defined in the Deposit Agreement and not defined
herein shall have the meanings set forth in the Deposit Agreement.




	2.	 	SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.





     Upon surrender at the Corporate Trust Office of the Depositary of this
Receipt, and upon payment of the fee of the Depositary provided in this
Receipt, and subject to the terms and conditions of the Deposit Agreement, the
Owner hereof is entitled to delivery, to him or upon his order, of the
Deposited Securities at the time represented by the American Depositary Shares
for which this Receipt is issued. Delivery of such Deposited Securities may be
made by the delivery of (a) certificates in the name of the Owner hereof or as
ordered by him or certificates properly endorsed or accompanied by proper
instruments of transfer and (b) any other securities, property and cash to
which such Owner is then entitled in respect of this Receipt. Such delivery
will be made at the option of the Owner hereof, either at the office of the
Custodian or at the Corporate Trust Office of the Depositary, provided that the
forwarding of certificates for Shares or other Deposited Securities for such
delivery at the Corporate Trust Office of the Depositary shall be at the risk
and expense of the Owner hereof.




	3.	 	TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.





     The transfer of this Receipt is registrable on the books of the Depositary
at its Corporate Trust Office by the Owner hereof in person or by a duly
authorized attorney, upon surrender of this Receipt properly endorsed for
transfer or accompanied by



 A-2









 




proper instruments of transfer and funds sufficient to pay any applicable
transfer taxes and the expenses of the Depositary and upon compliance with such
regulations, if any, as the Depositary may establish for such purpose. This
Receipt may be split into other such Receipts, or may be combined with other
such Receipts into one Receipt, evidencing the same aggregate number of
American Depositary Shares as the Receipt or Receipts surrendered. As a
condition precedent to the execution and delivery, registration of transfer,
split-up, combination, or surrender of any Receipt or withdrawal of any
Deposited Securities, the Depositary, the Custodian, or Registrar may require
payment from the depositor of the Shares or the presentor of the Receipt of a
sum sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto (including any such tax
or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees as provided in this Receipt, may require the
production of proof satisfactory to it as to the identity and genuineness of
any signature and may also require compliance with any regulations the
Depositary may establish consistent with the provisions of the Deposit
Agreement or this Receipt, including, without limitation, this Article 3.




     The delivery of Receipts against deposit of Shares generally or against
deposit of particular Shares may be suspended, or the transfer of Receipts in
particular instances may be refused, or the registration of transfer of
outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary or the Company at any time or from
time to time because of any requirement of law or of any government or
governmental body or commission, or under any provision of the Deposit
Agreement or this Receipt, or for any other reason, subject to the provisions
of the following sentence. Notwithstanding anything to the contrary in the
Deposit Agreement or this Receipt, the surrender of outstanding Receipts and
withdrawal of Deposited Securities may not be suspended subject only to (i)
temporary delays caused by closing the transfer books of the Depositary or the
Company or the deposit of Shares in connection with voting at a shareholders’
meeting, or the payment of dividends, (ii) the payment of fees, taxes and
similar charges, and (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities. Without limitation of the foregoing, the Depositary
shall not knowingly accept for deposit under the Deposit Agreement any Shares
which would be required to be registered under the provisions of the Securities
Act of 1933 for the public offer and sale thereof in the United States unless a
registration statement is in effect as to such Shares for such offer and sale.




	4.	 	LIABILITY OF OWNER OR BENEFICIAL OWNER FOR TAXES.





     If any tax or other governmental charge shall become payable with respect
to any Receipt or any Deposited Securities represented hereby, such tax or
other governmental charge shall be payable by the Owner or Beneficial Owner
hereof to the



 A-3









 




Depositary. The Depositary may refuse to effect any transfer of this Receipt
or any withdrawal of Deposited Securities represented by American Depositary
Shares evidenced by such Receipt until such payment is made, and may withhold
any dividends or other distributions, or may sell for the account of the Owner
or Beneficial Owner hereof any part or all of the Deposited Securities
represented by the American Depositary Shares evidenced by this Receipt, and
may apply such dividends or other distributions or the proceeds of any such
sale in payment of such tax or other governmental charge and the Owner or
Beneficial Owner hereof shall remain liable for any deficiency.





	5.	 	WARRANTIES ON DEPOSIT OF SHARES.





     Every person depositing Shares under the Deposit Agreement shall be deemed
thereby to represent and warrant that such Shares and each certificate therefor
are validly issued, fully paid, non-assessable, and were not issued in
violation of any preemptive or similar rights of the holders of outstanding
Shares and that the person making such deposit is duly authorized so to do.
Every such person shall also be deemed to represent that such Shares are not,
and American Depositary Shares representing such Shares would not be,
Restricted Securities. Such representations and warranties shall survive the
deposit of Shares and delivery of Receipts.




	6.	 	FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.





     Any person presenting Shares for deposit or any Owner or Beneficial Owner
of a Receipt may be required from time to time to file with the Depositary or
the Custodian such proof of citizenship or residence, exchange control
approval, or such information relating to the registration on the books of the
Company or the Foreign Registrar, if applicable, to execute such certificates
and to make such representations and warranties, as the Depositary may deem
necessary or proper. The Depositary may withhold the delivery or registration
of transfer of any Receipt or the distribution of any dividend or sale or
distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed or such representations and warranties made. No Share
shall be accepted for deposit unless accompanied by evidence satisfactory to
the Depositary that any necessary approval has been granted by any governmental
body in Hong Kong that is then performing the function of the regulation of
currency exchange.




	7.	 	CHARGES OF DEPOSITARY.





     The Company agrees to pay the fees, reasonable expenses and out-of-pocket
charges of the Depositary and those of any Registrar only in accordance with
agreements in writing entered into between the Depositary and the Company from
time to time. The Depositary shall present its statement for such charges and
expenses to the Company once every three months. The charges and expenses of
the Custodian are for the sole account of the Depositary.



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     The following charges shall be incurred by any party depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts
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 Receipts or Deposited Securities or a distribution of Receipts
pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as
applicable: (1) taxes and other governmental charges, (2) such registration
fees as may from time to time be in effect for the registration of transfers of
Shares generally on the Share register of the Company or Foreign Registrar and
applicable to transfers of Shares to the name of the Depositary or its nominee
or the Custodian or its nominee on the making of deposits or withdrawals under
the terms of the Deposit Agreement, (3) such cable, telex and facsimile
transmission expenses as are expressly provided in the Deposit Agreement, (4)
such expenses as are incurred by the Depositary in the conversion of foreign
currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00
or less per 100 American Depositary Shares (or portion thereof) for the
execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of
the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 or
6.02 of the Deposit Agreement, (6) a fee of $.02 or less per American
Depositary Share (or portion thereof) for any cash distribution made pursuant
to Sections 4.01 through 4.04 of the Deposit Agreement, (7) a fee for the
distribution of securities pursuant to Section 4.02 of the Deposit Agreement,
such fee being in an amount equal to the fee for the execution and delivery of
American Depositary Shares referred to above which would have been charged as a
result of the deposit of such securities (for purposes of this clause 7
treating all such securities as if they were Shares), but which securities are
instead distributed by the Depositary to Owners, (8) ) a fee of $.02 or less
per American Depositary Share (or portion thereof) for depositary services,
which will accrue on the last day of each calendar year and will be payable as
provided in clause 9 below; provided, however, that no fee will be assessed
under this clause 8 to the extent that a fee of $.02 was charged pursuant to
clause 6 above during that calendar year and (9) any other charges payable by
the Depositary, any of the Depositary’s agents, including the Custodian, or the
agents of the Depositary’s agents in connection with the servicing of Shares or
other Deposited Securities (which charge shall be assessed against Owners as of
the date or dates set by the Depositary in accordance with Section 4.06 of the
Deposit Agreement and shall be collected at the sole discretion of the
Depositary by billing such Owners for such charge or by deducting such charge
from one or more cash dividends or other cash distributions).



     The Depositary, subject to Article 8 hereof, may own and deal in any class
of securities of the Company and its affiliates and in Receipts.




	8.	 	PRE-RELEASE OF RECEIPTS.





     Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may
execute and deliver Receipts prior to the receipt of Shares pursuant to Section
2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant
to Section



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2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation
of Receipts which have been Pre-Released, whether or not such cancellation is
prior to the termination of such Pre-Release or the Depositary knows that such
Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of
Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded
or accompanied by a written representation from the person to whom Receipts or
Shares are to be delivered that such person, or its customer, owns the Shares
or Receipts to be remitted, as the case may be, (b) at all times fully
collateralized with cash or such other collateral as the Depositary deems
appropriate, (c) terminable by the Depositary on not more than five (5)
business days notice, and (d) subject to such further indemnities and credit
regulations as the Depositary deems appropriate. The number of Shares
represented by American Depositary Shares which are outstanding at any time as
a result of Pre-Releases will not normally exceed thirty percent (30%) of the
Shares deposited under the Deposit Agreement; provided, however, that the
Depositary reserves the right to change or disregard such limit from time to
time as it deems appropriate.




     The Depositary may retain for its own account any compensation received by
it in connection with the foregoing.




	9.	 	TITLE TO RECEIPTS.





     It is a condition of this Receipt and every successive Owner and
Beneficial Owner of this Receipt by accepting or holding the same consents and
agrees, that title to this Receipt when properly endorsed or accompanied by
proper instruments of transfer, is transferable by delivery with the same
effect as in the case of a negotiable instrument under the laws of New York;
provided, however, that the Depositary, notwithstanding any notice to the
contrary, may treat the person in whose name this Receipt is registered on the
books of the Depositary as the absolute owner hereof for the purpose of
determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement or for all
other purposes.




	10.	 	VALIDITY OF RECEIPT.





     This Receipt shall not be entitled to any benefits under the Deposit
Agreement or be valid or obligatory for any purpose, unless this Receipt shall
have been executed by the Depositary by the manual or facsimile signature of a
duly authorized signatory of the Depositary and, if a Registrar for the
Receipts shall have been appointed, countersigned by the manual signature of a
duly authorized officer of the Registrar.


11. REPORTS; INSPECTION OF TRANSFER BOOKS.




     The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 and, accordingly, files certain reports with
the Commission. Such reports will be available for inspection and copying by
Owners and




 A-6










 





Beneficial Owners at the public reference facilities maintained by the
Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549.



     The Depositary will make available for inspection by Owners of Receipts at
its Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Company which are both (a) received by
the Depositary as the holder of the Deposited Securities and (b) made generally
available to the holders of such Deposited Securities by the Company. The
Depositary will also send to Owners of Receipts copies of such reports when
furnished by the Company pursuant to the Deposit Agreement. Any such reports
and communications, including any such proxy soliciting material, furnished to
the Depositary by the Company shall be furnished in English to the extent such
materials are required to be translated into English pursuant to any
regulations of the Commission.



     The Depositary will keep books, at its Corporate Trust Office, for the
registration of Receipts and transfers of Receipts which at all reasonable
times shall be open for inspection by the Owners of Receipts provided that such
inspection shall not be for the purpose of communicating with Owners of
Receipts in the interest of a business or object other than the business of the
Company or a matter related to the Deposit Agreement or the Receipts.




	12.	 	DIVIDENDS AND DISTRIBUTIONS.





     Whenever the Depositary receives any cash dividend or other cash
distribution on any Deposited Securities, the Depositary will, if at the time
of receipt thereof any amounts received in a foreign currency can in the
judgment of the Depositary be converted on a reasonable basis into United
States dollars transferable to the United States, and subject to the Deposit
Agreement, convert such dividend or distribution into dollars and will
distribute the amount thus received (net of the fees and expenses of the
Depositary as provided in Section 5.09 of the Deposit Agreement) to the Owners
of Receipts entitled thereto; provided, however, that in the event that the
Company or the Depositary is required to withhold and does withhold from any
cash dividend or other cash distribution in respect of any Deposited Securities
an amount on account of taxes, the amount distributed to the Owners of the
Receipts evidencing American Depositary Shares representing such Deposited
Securities shall be reduced accordingly.



     Subject to the provisions of Sections 4.11 and 5.09 of the Deposit
Agreement, whenever the Depositary receives any distribution other than a
distribution described in Section 4.01, 4.03 or 4.04 of the Deposit Agreement,
the Depositary will cause the securities or property received by it to be
distributed to the Owners entitled thereto, in any manner that the Depositary
may deem equitable and practicable for accomplishing such distribution;
provided, however, that if in the opinion of the Depositary such distribution
cannot be made proportionately among the Owners of Receipts entitled thereto,
or if for any other reason the Depositary deems such



A-7









 





distribution not to be feasible, the Depositary may adopt such method as it may
deem equitable and practicable for the purpose of effecting such distribution,
including, but not limited to, the public or private sale of the securities or
property thus received, or any part thereof, and the net proceeds of any such
sale (net of the fees and expenses of the Depositary as provided in Section
5.09 of the Deposit Agreement) will be distributed by the Depositary to the
Owners of Receipts entitled thereto all in the manner and subject to the
conditions described in Section 4.01 of the Deposit Agreement. The Depositary
may withhold any distribution of securities under Section 4.02 of the Deposit
Agreement if it has not received satisfactory assurances from the Company that
the distribution does not require registration under the Securities Act of
1933.



     If any distribution consists of a dividend in, or free distribution of,
Shares, the Depositary may distribute to the Owners of outstanding Receipts
entitled thereto, additional Receipts evidencing an aggregate number of
American Depositary Shares representing the amount of Shares received as such
dividend or free distribution subject to the terms and conditions of the
Deposit Agreement with respect to the deposit of Shares and the issuance of
American Depositary Shares evidenced by Receipts, including the withholding of
any tax or other governmental charge as provided in Section 4.11 of the Deposit
Agreement and the payment of the fees and expenses of the Depositary as
provided in Section 5.09 of the Deposit Agreement. In lieu of delivering
Receipts for fractional American Depositary Shares in any such case, the
Depositary will sell the amount of Shares represented by the aggregate of such
fractions and distribute the net proceeds, all in the manner and subject to the
conditions described in Section 4.01 of the Deposit Agreement. If additional
Receipts are not so distributed, each American Depositary Share shall
thenceforth also represent the additional Shares distributed upon the Deposited
Securities represented thereby.



     In the event that the Depositary determines that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of
such property (including Shares and rights to subscribe therefor) in such
amounts and in such manner as the Depositary deems necessary and practicable to
pay any such taxes or charges, and the Depositary shall distribute the net
proceeds of any such sale after deduction of such taxes or charges to the
Owners of Receipts entitled thereto.




	13.	 	RIGHTS.





     In the event that the Company shall offer or cause to be offered to the
holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary shall have discretion
as to the procedure to be followed in making such rights available to any
Owners or in disposing of such rights on behalf of any Owners and making the
net proceeds available to such Owners or, if by the



A-8









 





terms of such rights offering or for any other reason, the Depositary may not
either make such rights available to any Owners or dispose of such rights and
make the net proceeds available to such Owners, then the Depositary shall allow
the rights to lapse. If at the time of the offering of any rights the
Depositary determines in its discretion that it is lawful and feasible to make
such rights available to all or certain Owners but not to other Owners, the
Depositary may distribute to any Owner to whom it determines the distribution
to be lawful and feasible, in proportion to the number of American Depositary
Shares held by such Owner, warrants or other instruments therefor in such form
as it deems appropriate.



     In circumstances in which rights would otherwise not be distributed, if an
Owner of Receipts requests the distribution of warrants or other instruments in
order to exercise the rights allocable to the American Depositary Shares of
such Owner hereunder, the Depositary will make such rights available to such
Owner upon written notice from the Company to the Depositary that (a) the
Company has elected in its sole discretion to permit such rights to be
exercised and (b) such Owner has executed such documents as the Company has
determined in its sole discretion are reasonably required under applicable law.



     If the Depositary has distributed warrants or other instruments for rights
to all or certain Owners, then upon instruction from such an Owner pursuant to
such warrants or other instruments to the Depositary from such Owner to
exercise such rights, upon payment by such Owner to the Depositary for the
account of such Owner of an amount equal to the purchase price of the Shares to
be received upon the exercise of the rights, and upon payment of the fees and
expenses of the Depositary and any other charges as set forth in such warrants
or other instruments, the Depositary shall, on behalf of such Owner, exercise
the rights and purchase the Shares, and the Company shall cause the Shares so
purchased to be delivered to the Depositary on behalf of such Owner. As agent
for such Owner, the Depositary will cause the Shares so purchased to be
deposited pursuant to Section 2.02 of the Deposit Agreement, and shall,
pursuant to Section 2.03 of the Deposit Agreement, execute and deliver Receipts
to such Owner; provided, however, that in the case of a distribution pursuant
to the preceding paragraph, such deposit shall be made, and depositary shares
shall be delivered, under depositary arrangements which provide for issuance
of depositary receipts subject to the appropriate restrictions on sale,
deposit, cancellation, and transfer under applicable United States laws.



     If the Depositary determines in its discretion that it is not lawful and
feasible to make such rights available to all or certain Owners, it may sell
the rights, warrants or other instruments in proportion to the number of
American Depositary Shares held by the Owners to whom it has determined it may
not lawfully or feasibly make such rights available, and allocate the net
proceeds of such sales (net of the fees and expenses of the Depositary as
provided in Section 5.09 of the Deposit Agreement and all taxes and
governmental charges payable in connection with such rights and subject to the



A-9









 





terms and conditions of the Deposit Agreement) for the account of such Owners
otherwise entitled to such rights, warrants or other instruments, upon an
averaged or other practical basis without regard to any distinctions among such
Owners because of exchange restrictions or the date of delivery of any Receipt
or otherwise.



     Except as otherwise provided in the third preceding paragraph, the
Depositary will not offer rights to Owners unless both the rights and the
securities to which such rights relate are either exempt from registration
under the Securities Act of 1933 with respect to a distribution to all Owners
or are registered under the provisions of such Act. Nothing in the Deposit
Agreement shall create any obligation on the part of the Company to file a
registration statement with respect to such rights or underlying securities or
to endeavor to have such a registration statement declared effective. If an
Owner of Receipts requests the distribution of warrants or other instruments,
notwithstanding that there has been no such registration under such Act, the
Depositary shall not effect such distribution unless it has received an opinion
from recognized counsel in the United States for the Company upon which the
Depositary may rely that such distribution to such Owner is exempt from such
registration.



     The Depositary shall not be responsible for any failure to determine that
it may be lawful or feasible to make such rights available to Owners in general
or any Owner in particular.




	14.	 	CONVERSION OF FOREIGN CURRENCY.





     Whenever the Depositary or the Custodian shall receive foreign currency,
by way of dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the
foreign currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary shall convert or cause to be converted, by sale
or in any other manner that it may determine, such foreign currency into
Dollars, and such Dollars shall be distributed to the Owners entitled thereto
or, if the Depositary shall have distributed any warrants or other instruments
which entitle the holders thereof to such Dollars, then to the holders of such
warrants or instruments upon surrender thereof for cancellation. Such
distribution may be made upon an averaged or other practicable basis without
regard to any distinctions among Owners on account of exchange restrictions,
the date of delivery of any Receipt or otherwise and shall be net of any
expenses of conversion into Dollars incurred by the Depositary as provided in
Section 5.09 of the Deposit Agreement.



     If such conversion or distribution can be effected only with the approval
or license of any government or agency thereof, the Depositary shall file such
application for approval or license, if any, as it may deem desirable.



A-10









 





     If at any time the Depositary shall determine that in its judgment any
foreign currency received by the Depositary or the Custodian is not convertible
on a reasonable basis into Dollars transferable to the United States, or if any
approval or license of any government or agency thereof which is required for
such conversion is denied or in the opinion of the Depositary is not
obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary may
distribute the foreign currency (or an appropriate document evidencing the
right to receive such foreign currency) received by the Depositary to, or in
its discretion may hold such foreign currency uninvested and without liability
for interest thereon for the respective accounts of, the Owners entitled to
receive the same.



     If any such conversion of foreign currency, in whole or in part, cannot be
effected for distribution to some of the Owners entitled thereto, the
Depositary may in its discretion make such conversion and distribution in
Dollars to the extent permissible to the Owners entitled thereto and may
distribute the balance of the foreign currency received by the Depositary to,
or hold such balance uninvested and without liability for interest thereon for
the respective accounts of, the Owners entitled thereto.




	15.	 	RECORD DATES.





     Whenever any cash dividend or other cash distribution shall become payable
or any distribution other than cash shall be made, or whenever rights shall be
issued with respect to the Deposited Securities, or whenever the Depositary
shall receive notice of any meeting of holders of Shares or other Deposited
Securities, or whenever for any reason the Depositary causes a change in the
number of Shares that are represented by each American Depositary Share, or
whenever the Depositary shall find it necessary or convenient, the Depositary
shall fix a record date (a) for the determination of the Owners of Receipts who
shall be (i) entitled to receive such dividend, distribution or rights or the
net proceeds of the sale thereof, (ii) entitled to give instructions for the
exercise of voting rights at any such meeting or (iii) responsible for any fees
or charges assessed by the Depositary pursuant to the Deposit Agreement, or (b)
on or after which each American Depositary Share will represent the changed
number of Shares, subject to the provisions of the Deposit Agreement.




	16.	 	VOTING OF DEPOSITED SECURITIES.





     Upon receipt from the Company of notice of any meeting or solicitation of
proxies or consents of holders of Shares or other Deposited Securities, the
Depositary shall, if requested in writing by the Company, as soon as
practicable thereafter, mail to the Owners of Receipts a notice, the form of
which notice shall be in the sole discretion of the Depositary, which shall
contain (a) such information as is contained in such notice of meeting received
by the Depositary from the Company, (b) a statement that the Owners of Receipts
as of the close of business on a specified record date will be entitled,
subject to any applicable provision of law and of the articles of association
or similar



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document of the Company, to instruct the Depositary as to the exercise of the
voting rights, if any, pertaining to the amount of Shares or other Deposited
Securities represented by their respective American Depositary Shares and (c) a
statement as to the manner in which such instructions may be given or deemed
given in accordance with the last sentence of this paragraph if no instruction
is received, to the Depositary to give a discretionary proxy to a person
designated to the Company. Upon the written request of an Owner of a Receipt
on such record date, received on or before the date established by the
Depositary for such purpose, the Depositary shall endeavor insofar as
practicable to vote or cause to be voted the amount of Shares or other
Deposited Securities represented by the American Depositary Shares evidenced
by such Receipt in accordance with the instructions set forth in such request.
The Depositary shall not vote or attempt to exercise the right to vote that
attaches to such Shares or other Deposited Securities, other than in accordance
with such instructions or deemed instructions. If (i) the Company made a
request to the Depositary as contemplated by the first sentence of Section 4.07
of the Deposit Agreement and complied with the last paragraph of that Section
4.07 and (ii) no instructions are received by the Depositary from an Owner
with respect to an amount of Deposited Securities represented by the American
Depositary Shares evidenced by such Owner’s Receipts on or before the date
established by the Depositary for such purpose, the Depositary shall deem that
Owner to have instructed the Depositary to give a discretionary proxy to a
person designated by the Company with respect to that amount of Deposited
Securities and the Depositary shall give a discretionary proxy to a person
designated by the Company to vote that amount of Deposited Securities, except
that no such instruction shall be deemed given and no such discretionary proxy
shall be given with respect to any matter as to which the Company informs the
Depositary (and the Company agrees to provide such information as promptly as
practicable in writing, if applicable) that (x) the Company does not wish such
proxy given, (y) substantial opposition exists or (z) such matter materially
and adversely affects the rights of holders of Shares.




	17.	 	CHANGES AFFECTING DEPOSITED SECURITIES.





     In circumstances where the provisions of Section 4.03 of the Deposit
Agreement do not apply, upon any change in nominal value, change in par value,
split-up, consolidation, or any other reclassification of Deposited Securities,
or upon any recapitalization, reorganization, merger or consolidation, or sale
of assets affecting the Company or to which it is a party, any securities which
shall be received by the Depositary or a Custodian in exchange for or in
conversion of or in respect of Deposited Securities shall be treated as new
Deposited Securities under the Deposit Agreement, and American Depositary
Shares shall thenceforth represent, in addition to the existing Deposited
Securities, the right to receive the new Deposited Securities so received in
exchange or conversion, unless additional Receipts are delivered pursuant to
the following sentence. In any such case the Depositary may execute and
deliver additional Receipts as in the case of a dividend in Shares, or call for
the surrender of outstanding



A-12









 





Receipts to be exchanged for new Receipts specifically describing such new
Deposited Securities.




	18.	 	LIABILITY OF THE COMPANY AND DEPOSITARY.





     Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owner if, by reason of any provision of any present or
future law or regulation of the United States or any other country, or of any
other governmental or regulatory authority, or by reason of any provision,
present or future, of the articles of association or similar document of the
Company, or by reason of any provision of any securities issued or distributed
by the Company, or any offering or distribution thereof, or by reason of any
act of God or war or terrorism or other circumstances beyond its control, the
Depositary or the Company shall be prevented, delayed or forbidden from or be
subject to any civil or criminal penalty on account of doing or performing any
act or thing which by the terms of the Deposit Agreement or Deposited
Securities it is provided shall be done or performed; nor shall the Depositary
or the Company or any of their respective directors, employees, agents or
affiliates incur any liability to any Owner or Beneficial Owner of a Receipt by
reason of any non-performance or delay, caused as aforesaid, in the performance
of any act or thing which by the terms of the Deposit Agreement it is provided
shall or may be done or performed, or by reason of any exercise of, or failure
to exercise, any discretion provided for in the Deposit Agreement. Where, by
the terms of a distribution pursuant to Section 4.01, 4.02 or 4.03 of the
Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of
the Deposit Agreement, such distribution or offering may not be made available
to Owners of Receipts, and the Depositary may not dispose of such distribution
or offering on behalf of such Owners and make the net proceeds available to
such Owners, then the Depositary shall not make such distribution or offering,
and shall allow any rights, if applicable, to lapse. Neither the Company nor
the Depositary assumes any obligation or shall be subject to any liability
under the Deposit Agreement to Owners or Beneficial Owners of Receipts, except
that they agree to perform their obligations specifically set forth in the
Deposit Agreement without negligence or bad faith. The Depositary shall not be
subject to any liability with respect to the validity or worth of the Deposited
Securities. Neither the Depositary nor the Company shall be under any
obligation to appear in or prosecute any action, suit, or other proceeding in
respect of any Deposited Securities or in respect of the Receipts on behalf of
any Owner, Beneficial Owner or other person, and the Custodian shall not be
under any obligation whatsoever with respect to such proceedings, the
responsibility of the Custodian being solely to the Depositary. Neither the
Depositary nor the Company shall be liable for any action or nonaction by it in
reliance upon the advice of or information from legal counsel, accountants, any
person presenting Shares for deposit, any Owner or Beneficial Owner of a
Receipt, or any other person believed by it in good faith to be competent to
give such advice or information. The Depositary shall not be responsible for
any failure to carry out any instructions to vote any of the Deposited



A-13









 





Securities, or for the manner in which any such vote is cast or the effect of
any such vote, provided that any such action or nonaction is in good faith.
The Depositary shall not be liable for any acts or omissions made by a
successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with a matter arising wholly after the removal
or resignation of the Depositary, provided that in connection with the issue
out of which such potential liability arises, the Depositary performed its
obligations without negligence or bad faith while it acted as Depositary. No
disclaimer of liability under the Securities Act of 1933 is intended by any
provision of the Deposit Agreement.




	19.	 	RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.





     The Depositary may at any time 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 120 days’ prior written notice of such
removal, to become effective upon the later of (i) the 120th day after delivery
of the notice to the Depositary or (ii) the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit
Agreement. Whenever the Depositary in its discretion determines that it is in
the best interest of the Owners of Receipts to do so, it may appoint a
substitute or additional custodian or custodians.




	20.	 	AMENDMENT.





     The form of the Receipts and any provisions of the Deposit Agreement may
at any time and from time to time be amended by agreement between the Company
and the Depositary without the consent of Owners or Beneficial Owners in any
respect which they may deem necessary or desirable. Any amendment which shall
impose or increase any fees or charges (other than taxes and other governmental
charges, registration fees and cable, telex or facsimile transmission costs,
delivery costs or other such expenses), or which shall otherwise prejudice any
substantial existing right of Owners of Receipts, shall, however, not become
effective as to outstanding Receipts until the expiration of thirty days after
notice of such amendment shall have been given to the Owners of outstanding
Receipts. Every Owner and Beneficial Owner of a Receipt at the time any
amendment so becomes effective shall be deemed, by continuing to hold such
Receipt or any interest therein, 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 Owner of any Receipt to surrender such
Receipt and receive therefor the Deposited Securities represented thereby
except in order to comply with mandatory provisions of applicable law.



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21. TERMINATION OF DEPOSIT AGREEMENT.



     The Depositary at any time at the direction of the Company, shall
terminate the Deposit Agreement by mailing notice of termination to the Owners
of all Receipts then outstanding at least 30 days prior to the date fixed in
such notice for such termination. The Depositary may likewise terminate the
Deposit Agreement by mailing notice of termination to the Company and the
Owners of all Receipts then outstanding if at least 60 days have passed since
the Depositary delivered to the Company a written notice of its election to
resign and a successor depositary has not been appointed and accepted its
appointment as provided in the Deposit Agreement. On and after the date of
termination, the Owner of a Receipt will, upon (a) surrender of such Receipt at
the Corporate Trust Office of the Depositary, (b) payment of the fee of the
Depositary for the surrender of Receipts referred to in Section 2.05 of the
Deposit Agreement, and (c) payment of any applicable taxes or governmental
charges, be entitled to delivery, to him or upon his order, of the amount of
Deposited Securities represented by the American Depositary Shares evidenced by
such Receipt. If any Receipts shall remain outstanding after the date of
termination, the Depositary thereafter shall discontinue the registration of
transfers of Receipts, shall suspend the distribution of dividends to the
Owners thereof, and shall not give any further notices or perform any further
acts under the Deposit Agreement, except that the Depositary shall continue to
collect dividends and other distributions pertaining to Deposited Securities,
shall sell rights and other property as provided in the Deposit Agreement, and
shall continue to deliver Deposited Securities, together with any dividends or
other distributions received with respect thereto and the net proceeds of the
sale of any rights or other property, in exchange for Receipts surrendered to
the Depositary (after deducting, in each case, the fee of the Depositary for
the surrender of a Receipt, any expenses for the account of the Owner of such
Receipt in accordance with the terms and conditions of the Deposit Agreement,
and any applicable taxes or governmental charges). At any time after the
expiration of one year from the date of termination, the Depositary may sell
the Deposited Securities then held under the Deposit Agreement and may
thereafter hold uninvested the net proceeds of any such sale, together with any
other cash then held by it thereunder, unsegregated and without liability for
interest, for the pro rata benefit of the Owners of Receipts which have not
theretofore been surrendered, such Owners thereupon becoming general creditors
of the Depositary with respect to such net proceeds. After making such sale,
the Depositary shall be discharged from all obligations under the Deposit
Agreement, except to account for such net proceeds and other cash (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in
accordance with the terms and conditions of the Deposit Agreement, and any
applicable taxes or governmental charges). Upon the termination of the Deposit
Agreement, the Company shall be discharged from all obligations under the
Deposit Agreement except for its obligations to the Depositary with respect to
indemnification, charges, and expenses.



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22. SUBMISSION TO JURISDICTION[; WAIVER OF IMMUNITIES].



     In the Deposit Agreement, the Company has (i) appointed CT Corporation
System, 111 Eighth Avenue, New York, New York 10011, as the Company’s
authorized agent upon which process may be served in any suit or proceeding
arising out of or relating to the Shares or Deposited Securities, the American
Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted
to the jurisdiction of any state or federal court in the State of New York in
which any such suit or proceeding may be instituted, and (iii) agreed that
service of process upon said authorized agent shall be deemed in every respect
effective service of process upon the Company in any such suit or proceeding.



     To the extent that the Company or any of its properties, assets or
revenues may have or hereafter become 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 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 any other matter under or arising out of or in
connection with the Shares or Deposited Securities, the American Depositary
Shares, the Receipts or the 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.




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