exv4w3





Exhibit
4.3













 









 













TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	PARTIES	 	 	1	 
	RECITALS	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	Section 1.	 	Certain Definitions	 	 	 	 
	 	 	(a)	 	ADR Register
	 	 	1	 
	 	 	(b)	 	ADRs; Direct Registration ADRs
	 	 	1	 
	 	 	(c)	 	ADS
	 	 	1	 
	 	 	(d)	 	Custodian
	 	 	1	 
	 	 	(e)	 	Deliver, execute, issue et al.
	 	 	1	 
	 	 	(f)	 	Delivery Order
	 	 	1	 
	 	 	(g)	 	Deposited Securities
	 	 	1	 
	 	 	(h)	 	Direct Registration System
	 	 	1	 
	 	 	(i)	 	Holder
	 	 	2	 
	 	 	(j)	 	Securities Act of 1933
	 	 	2	 
	 	 	(k)	 	Securities Exchange Act of 1934
	 	 	2	 
	 	 	(l)	 	Shares
	 	 	2	 
	 	 	(m)	 	Transfer Office
	 	 	2	 
	 	 	(n)	 	Withdrawal Order
	 	 	2	 
	Section 2.	 	ADRs	 	 	2	 
	Section 3.	 	Deposit of Shares	 	 	3	 
	Section 4.	 	Issue of ADRs	 	 	3	 
	Section 5.	 	Distributions on Deposited Securities	 	 	3	 
	Section 6.	 	Withdrawal of Deposited Securities	 	 	3	 
	Section 7.	 	Substitution of ADRs	 	 	4	 
	Section 8.	 	Cancellation and Destruction of ADRs	 	 	4	 
	Section 9.	 	The Custodian	 	 	4	 
	Section 10.	 	Co-Registrars and Co-Transfer Agents	 	 	4	 
	Section 11.	 	Lists of Holders	 	 	5	 
	Section 12.	 	Depositary’s Agents	 	 	5	 
	Section 13.	 	Successor Depositary	 	 	5	 
	Section 14.	 	Reports	 	 	5	 
	Section 15.	 	Additional Shares	 	 	6	 
	Section 16.	 	Indemnification	 	 	6	 
	Section 17.	 	Notices	 	 	6	 
	Section 18.	 	Miscellaneous	 	 	7	 
	Section 19.	 	Consent to Jurisdiction	 	 	7	 
	TESTIMONIUM	 	 	8	 
	 	 	 	 	 
	 	 	 	 
	SIGNATURES	 	 	9	 






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	 	 	 	 	 	 	Page	 
	EXHIBIT A

	 	 	 	 	 
	 	 	 	 
	FORM OF FACE OF ADR	 	 	A-1	 
	 	 	 	 	 
	 	 	 	 
	 	 	Introductory Paragraph	 	 	A-1	 
	 	 	 	 	 
	 	 	 	 
	 	 	(1)	 	Issuance of ADRs and Pre-Release of ADRs
	 	 	A-1	 
	 	 	(2)	 	Withdrawal of Deposited Securities
	 	 	A-2	 
	 	 	(3)	 	Transfers of ADRs
	 	 	A-3	 
	 	 	(4)	 	Certain Limitations
	 	 	A-3	 
	 	 	(5)	 	Taxes
	 	 	A-4	 
	 	 	(6)	 	Disclosure of Interests
	 	 	A-4	 
	 	 	(7)	 	Charges of Depositary
	 	 	A-5	 
	 	 	(8)	 	Available Information
	 	 	A-6	 
	 	 	(9)	 	Execution
	 	 	A-6	 
	 	 	 	 	 
	 	 	 	 
	 	 	Signature of Depositary	 	 	A-6	 
	 	 	 	 	 
	 	 	 	 
	 	 	Address of Depositary’s Office	 	 	A-6	 
	 	 	 	 	 
	 	 	 	 
	FORM OF REVERSE OF ADR	 	 	A-7	 
	 	 	 	 	 
	 	 	 	 
	 	 	(10)	 	Distributions on Deposited Securities
	 	 	A-7	 
	 	 	(11)	 	Record Dates
	 	 	A-7	 
	 	 	(12)	 	Voting of Deposited Securities
	 	 	A-8	 
	 	 	(13)	 	Changes Affecting Deposited Securities
	 	 	A-8	 
	 	 	(14)	 	Exoneration
	 	 	A-8	 
	 	 	(15)	 	Resignation and Removal of Depositary; the Custodian
	 	 	A-9	 
	 	 	(16)	 	Amendment
	 	 	A-10	 
	 	 	(17)	 	Termination
	 	 	A-10	 
	 	 	(18)	 	Appointment
	 	 	A-11	 






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



     1. Certain Definitions.



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



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



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



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



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



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



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



     (h) “Direct Registration System” means the system for the uncertificated



 









 









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




     (i) “Holder” means, in the case of ADRs in physical certificated form, the person or persons
in whose name an ADR is registered on the ADR Register, and in the case of Direct Registration
ADRs, the person or persons whose ownership is evidenced by periodic statements issued by the
Depositary.



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



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



     (l) “Shares”
mean the Class A ordinary shares of the Company, and shall include the rights to receive
Shares specified in paragraph (1) of the form of ADR.



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



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



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



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



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



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ADRs.




     3. Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or
the Custodian may require the following in form satisfactory to it: (a) a written order directing
the Depositary to issue to, or upon the written order of, the person or persons designated in such
order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited
Shares (a “Delivery Order”); (b) proper endorsements or duly executed instruments of transfer in
respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or a
nominee of either any distribution on or in respect of such deposited Shares or indemnity therefor;
and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable
after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to
paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities
for registration of transfer into the name of the Depositary, the Custodian or a nominee of either,
to the extent such registration is practicable, at the cost and expense of the person making such
deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of
such registration. Deposited Securities shall be held by the Custodian for the account and to the
order of the Depositary at such place or places and in such manner as the Depositary shall
determine. Deposited Securities may be delivered by the Custodian to any person only under the
circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions
of or governing the Shares make delivery of certificates therefor impracticable, Shares may be
deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably
accept, including, without limitation, by causing them to be credited to an account maintained by
the Custodian for such purpose with the Company or an accredited intermediary, such as a bank,
acting as a registrar for the Shares, together with delivery of the documents, payments and
Delivery Order referred to herein to the Custodian or the Depositary.



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



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



     6. Withdrawal of Deposited Securities. In connection with any surrender of an ADR for



3









 









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




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



     8. Cancellation and Destruction of ADRs. All ADRs surrendered to the Depositary shall be
cancelled by the Depositary. The Depositary is authorized to destroy ADRs in certificated form so
cancelled in accordance with its customary practices. The Depositary agrees to maintain or cause
its agents to maintain records of all ADRs surrendered and Deposited Securities withdrawn under
Section 6 hereof and paragraph (2) of the form of ADR, substitute ADRs delivered under Section 7
hereof, and canceled or destroyed ADRs under this Section 8, in keeping with the procedures
ordinarily followed by stock transfer agents located in the City of New York or as required by the
laws or regulations governing the Depositary.



     9. The Custodian. Any Custodian in acting hereunder shall be subject to the directions of
the Depositary and shall be responsible solely to it. The Depositary shall be responsible for the
compliance by the Custodian with any applicable provisions of this Deposit Agreement to the extent
such provisions are directly applicable to the Custodian. The Depositary reserves the right to add,
replace or remove a Custodian. The Depositary will give prompt notice of any such action, which
will be advance notice if practicable. Each Custodian so appointed (other than JPMorgan Chase
Bank, N.A.) shall give written notice to the Company and the Depositary accepting such appointment
and agreeing to be bound by the applicable terms hereof.



     Any Custodian may resign from its duties hereunder by at least 30 days written notice to the
Depositary. Upon receipt of such written notice, the Depositary will promptly inform the Company
of the resignation to the extent practicable. The Depositary may discharge any Custodian at any
time upon notice to the Custodian being discharged. Any Custodian ceasing to act hereunder as
Custodian shall deliver, upon the instruction of the Depositary, all Deposited



4









 









Securities held by
it to a Custodian continuing to act.




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



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



     12. Depositary’s Agents. The Depositary may perform its obligations under this Deposit
Agreement through any agent appointed by it, provided that the Depositary shall notify the Company
of such appointment and shall remain responsible for the performance of such obligations as if no
agent were appointed, subject to paragraph14 of the form of ADR.



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



5









 









the Holders of all outstanding ADRs.
Any such successor depositary shall promptly mail notice of its appointment to such Holders. Any
bank or trust company into or with which the Depositary may be merged or consolidated, or to which
the Depositary shall transfer substantially all its American depositary receipt business,
shall be the successor of the Depositary without the execution or filing of any document or any
further act.




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



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



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



     The indemnities set forth in the preceding paragraph shall also apply to any liability or
expense which may arise out of any misstatement or alleged misstatement or omission or alleged
omission in any registration statement, proxy statement, prospectus (or placement memorandum), or
preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of ADSs,
except to the extent any such liability or expense arises out of (i) information relating to the
Depositary or its agents (other than the Company), as applicable, furnished in writing by the
Depositary and not changed or altered by the Company expressly for use in any of the foregoing
documents or (ii) if such information is provided, the failure to state a material fact necessary
to make the information provided not misleading. Except as provided in the next succeeding
paragraph, the Depositary shall indemnify, defend and save harmless the Company against any loss,
liability or expense (including reasonable fees and expenses of counsel)



6









 









incurred by the Company in
respect of this Deposit Agreement to the extent such loss, liability or expense is due to the
negligence or willful misconduct of the Depositary or its agents acting hereunder.




     Notwithstanding any other provision of this Deposit Agreement or the ADRs to the contrary,
neither the Company nor the Depositary, nor any of their agents, shall be liable to the other for
any indirect, special, punitive or consequential damages (including, without limitation, lost
profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of
the type of action in which such a claim may be brought.



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



     17. Notices. Notice to any Holder shall be deemed given when first mailed, first class
postage prepaid, to the address of such Holder on the ADR Register or received by such Holder.
Failure to notify a Holder or any defect in the notification to a Holder shall not affect the
sufficiency of notification to other Holders or to the beneficial owners of ADSs held by such other
Holders. Notice to the Depositary or the Company shall be deemed given when first received by it
at the address or facsimile transmission number set forth in (a) or (b), respectively, or at such
other address or facsimile transmission number as either may specify to the other by written
notice:




	 	(a)	 	JPMorgan Chase Bank, N.A.

Four New York Plaza

New York, New York 10004

Attention: ADR Administration

Fax: +1 (212) 623-0079
	 
	 	(b)	 	Charm Communications Inc.

26th Floor, Tower A, Oriental Media Center

4 Guanghua Road, Chaoyang District

Beijing 100026

People’s Republic of China

Attention: Chief Financial Officer

Fax: +86 10 6583 0100





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



     19. Consent to Jurisdiction. The Company irrevocably agrees that any legal suit, action or
proceeding against the Company brought by the Depositary or any Holder, arising out of or



7









 









based
upon this Deposit Agreement or the transactions contemplated hereby, may be instituted in any state
or federal court in New York, New York, and irrevocably waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the
non-exclusive jurisdiction of such courts in any such suit, action
or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding
against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement
or the transactions contemplated hereby, may only be instituted in a state or federal court in New
York, New York. The Company has appointed CT Corporation System, 111 Eighth Avenue, New York, New
York 10011, as its authorized agent (the “Authorized Agent”) upon which process may be served in
any such action arising out of or based on this Deposit Agreement or the transactions contemplated
hereby which may be instituted in any state or federal court in New York, New York by the
Depositary or any Holder, and waives any other requirements of or objections to personal
jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent
has agreed to act as said agent for service of process, and the Company agrees to take any and all
action, including the filing of any and all documents and instruments, that may be necessary to
continue such appointment in full force and effect as aforesaid. Service of process upon the
Authorized Agent and written notice of such service to the Company shall be deemed, in every
respect, effective service of process upon the Company. If, for any reason, the Authorized Agent
named above or its successor shall no longer serve as agent of the Company to receive service of
process in New York, the Company shall promptly appoint a successor acceptable to the Depositary,
so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to
continue such designation and appointment in full force and effect, the Company hereby waives
personal service of process upon it and consents that any such service of process may be made by
certified or registered mail, return receipt requested, directed to the Company at its address last
specified for notices hereunder, and service so made shall be deemed completed five (5) days after
the same shall have been so mailed. Notwithstanding the foregoing, any action based on this
Deposit Agreement may be instituted by the Depositary in any competent court in the Cayman Islands
or People’s Republic of China.



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



     EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND
BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR
PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THE SHARES OR OTHER




8









 












DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED
ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).





9











 










               IN WITNESS WHEREOF, CHARM COMMUNICATIONS INC. and JPMORGAN CHASE BANK, N.A. have duly
executed this Deposit Agreement as of the day and year first above set forth and all holders of
ADRs shall become parties hereto upon acceptance by them of ADRs issued in accordance with the
terms hereof.



	 	 	 	 	 
	 	CHARM COMMUNICATIONS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 



10









 






	 	 	 	 	 








EXHIBIT A

ANNEXED TO AND INCORPORATED IN

DEPOSIT AGREEMENT




[FORM OF FACE OF ADR]



No. of ADSs:



	 	 	 

	Number
	 	 
	 

	 	Each ADS represents

two Shares
	 
	 	 
	 

	 	CUSIP:






AMERICAN DEPOSITARY RECEIPT




evidencing



AMERICAN DEPOSITARY SHARES



representing



CLASS A
ORDINARY SHARES



of



CHARM COMMUNICATIONS INC.



(Incorporated under the laws of the Cayman Islands)



          JPMORGAN CHASE BANK, N.A., a national banking association organized under the laws of the
United States of America, as depositary hereunder (the “Depositary”), hereby certifies that            is the registered owner (a “Holder”) of            American Depositary Shares
(“ADSs”), each (subject to paragraph (13)) representing two
Class A ordinary shares (including the rights
to receive Shares described in paragraph (1), “Shares” and, together with any other securities,
cash or property from time to time held by the Depositary in respect or in lieu of deposited
Shares, the “Deposited Securities”), of Charm
Communications Inc., a company organized under
the laws of the Cayman Islands (the “Company”), deposited under the Deposit Agreement, dated as of
                         , 2010 (as amended from time to time, the “Deposit Agreement”), among the Company, the
Depositary and all Holders from time to time of American Depositary Receipts issued thereunder
(“ADRs”), each of whom by accepting an ADR becomes a party thereto. The Deposit Agreement and this
ADR (which includes the provisions set forth on the reverse hereof) shall be governed by and
construed in accordance with the laws of the State of New York.




     (1) Issuance and Pre-Release of ADSs. This ADR is one of the ADRs issued under the
Deposit Agreement. The Depositary may issue ADRs for delivery at the Transfer Office (defined
in paragraph (3)) only against deposit of: (a) Shares in form reasonably satisfactory to the
Custodian;



A-1









 









(b) rights to receive Shares from the Company or any registrar, transfer agent, clearing
agent or other entity recording Share ownership or transactions; or (c) in accordance with the next
paragraph of this paragraph (1).




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



     Every person depositing Shares under the Deposit Agreement represents and warrants that such
Shares are validly issued and outstanding, fully paid, nonassessable and free of pre-emptive
rights, that the person making such deposit is duly authorized so to do and that such Shares (A)
are not “restricted securities” as such term is defined in Rule 144 under the Securities Act of
1933 (“Restricted Securities”) unless at the time of deposit the requirements of paragraphs (c),
(e), (f) and (h) of Rule 144 shall not apply and the requirements of paragraph (d) of Rule 144
shall have been satisfied and such Shares may be freely transferred and may otherwise be offered
and sold freely in the United States or (B) have been registered under the Securities Act of 1933.
To the extent the person depositing Shares is an affiliate of the Company as such term is defined
in Rule 144, the person also represents and warrants that upon the sale of the ADSs, all of the
provisions of Rule 144 which enable the Shares to be freely sold (in the form of ADSs) will be
fully complied with and, as a result thereof, all of the
ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities.
Such representations and warranties shall survive the deposit



A-2









 









of Shares and issuance of ADRs. The
Depositary will not knowingly accept for deposit under the Deposit Agreement any Shares required to
be registered under the Securities Act of 1933 and not so registered; the Depositary may refuse to
accept for such deposit any Shares identified by the Company in order to facilitate the Company’s
compliance with such Act.




     (2) Withdrawal of Deposited Securities. Subject to paragraphs (4) and (5), upon
surrender of (i) a certificated ADR in form satisfactory to the Depositary at the Transfer Office
or (ii) proper instructions and documentation in the case of a Direct Registration ADR, the Holder
hereof is entitled to delivery at, or to the extent in dematerialized form from, the Custodian’s
office of the Deposited Securities at the time represented by the ADSs evidenced by this ADR,
provided that the Depositary may deliver Shares prior to the receipt of ADSs for withdrawal of
Deposited Securities, including ADSs which were issued under (1) above but for which Shares may not
have been received (until such ADSs are actually deposited, “Pre-released Shares”) only if all
the conditions in (1) above related to such Pre-Release are satisfied). At the request,
risk and expense of the Holder hereof, the Depositary may deliver such Deposited Securities at such
other place as may have been requested by the Holder. Notwithstanding any other provision of the
Deposit Agreement or this ADR, the withdrawal of Deposited Securities may be restricted only for
the reasons set forth in General Instruction I.A.(1) of Form F-6 (as such instructions may be
amended from time to time) under the Securities Act of 1933.



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



A-3









 









may be, for any authorized number of ADSs requested, evidencing the same aggregate number of
ADSs as those evidenced by the certificated ADR or Direct Registration ADR, as the case may be,
substituted.




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



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



A-4









 









(including Shares or rights) on Deposited Securities is subject to any tax
that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or
a portion of such property in such amounts and in such manner as the Depositary deems necessary and
practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the
net proceeds of any such sale or the balance of any such property after deduction of such taxes to
the Holders entitled thereto. Each Holder of an ADR or an interest therein agrees to indemnify the
Depositary, the Company, the Custodian and any of their respective directors, employees, agents and
affiliates against, and hold each of them harmless from, any claims by any governmental authority
with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes,
reduced rate of withholding at source or other tax benefit obtained.




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



     (7) Charges of Depositary. The Depositary may charge, and collect from, (i) each person to
whom ADSs are issued, including, without limitation, issuances against deposits of Shares,
issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are
defined in paragraph (10)), issuances pursuant to a stock dividend or stock split declared by the
Company, or issuances pursuant to a merger, exchange of securities or any other transaction or
event affecting the ADSs or the Deposited Securities, and (ii) each person surrendering ADSs for
withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason,
U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or
surrendered (as the case may be). The Depositary may sell (by public or private sale) sufficient
securities and property received in respect of Share Distributions, Rights and Other Distributions
prior to such deposit to pay such charge. The following additional charges shall be incurred by the
Holders, by any party depositing or withdrawing Shares or by any party surrendering ADSs, to whom
ADSs are issued (including,
without limitation, issuance pursuant to a stock dividend or stock split declared by the
Company or an exchange of stock regarding the ADSs or the Deposited Securities or a distribution of
ADSs pursuant to paragraph (10)), whichever is applicable (i) a fee of U.S.$0.05 or less per ADS
for any Cash distribution made pursuant to the Deposit Agreement, (ii) a fee of U.S.$1.50 per ADR
or ADRs for transfers made pursuant to paragraph (3) hereof, (iii)



A-5









 









a fee for the distribution or
sale of securities pursuant to paragraph (10) hereof, such fee being in an amount equal to the fee
for the execution and delivery of ADSs referred to above which would have been charged as a result
of the deposit of such securities (for purposes of this paragraph (7) treating all such securities
as if they were Shares) but which securities or the net cash proceeds from the sale thereof are
instead distributed by the Depositary to Holders entitled thereto, (iv) an aggregate fee of
U.S.$0.05 per ADS per calendar year (or portion thereof) for services performed by the Depositary
in administering the ADRs (which fee may be charged on a periodic basis during each calendar year
and shall be assessed against Holders as of the record date or record dates set by the Depositary
during each calendar year and shall be payable at the sole discretion of the Depositary by billing
such Holders or by deducting such charge from one or more cash dividends or other cash
distributions), and (v) such fees and expenses as are incurred by the Depositary (including without
limitation expenses incurred on behalf of Holders in connection with compliance with foreign
exchange control regulations or any law or regulation relating to foreign investment) in delivery
of Deposited Securities or otherwise in connection with the Depositary’s or its Custodian’s
compliance with applicable law, rule or regulation. The Company will pay all other charges and
expenses of the Depositary and any agent of the Depositary (except the Custodian) pursuant to
agreements from time to time between the Company and the Depositary, except (i) stock transfer or
other taxes and other governmental charges (which are payable by Holders or persons depositing
Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the request
of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are
payable by such persons or Holders), (iii) transfer or registration fees for the registration or
transfer of Deposited Securities on any applicable register in connection with the deposit or
withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders
withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of
the Deposit Agreement), (iv) expenses of the Depositary in connection with the conversion of
foreign currency into U.S. dollars (which are paid out of such foreign currency), and (v) any other
charge payable by any of the Depositary, any of the Depositary’s agents, including, without
limitation, the Custodian, or the agents of the Depositary’s agents in connection with the
servicing of the Shares or other Deposited Securities (which charge shall be assessed against
Holders as of the record date or dates set by the Depositary and shall be payable at the sole
discretion of the Depositary by billing such Holders or by deducting such charge from one or more
cash dividends or other cash distributions). Such charges may at any time and from time to time be
changed by agreement between the Company and the Depositary.




     (8) Available Information. The Deposit Agreement, the provisions of or governing Deposited
Securities and any written communications from the Company, which are both received by the
Custodian or its nominee as a holder of Deposited Securities and made generally available to the
holders of Deposited Securities, are available for inspection by Holders at the offices of the
Depositary and the Custodian and at the Transfer Office. The Depositary will distribute copies of
such communications (or English translations or summaries thereof) to Holders when furnished by the
Company. The Company is subject to the periodic reporting requirements of the Securities Exchange
Act of 1934 and accordingly, furnishes and
files certain reports with the United States Securities and Exchange Commission (the
“Commission”). To the extent furnished to, or filed with, the Commission, such reports and
documents may be inspected and copied at public reference facilities maintained by the Commission
located at the date hereof at 100 F Street, NE, Washington, DC 20549.



A-6









 










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


Dated:




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Depositary

 	 
	 	By  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




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



A-7









 










[FORM OF REVERSE OF ADR]




     (10) Distributions on Deposited Securities. Subject to paragraphs (4) and (5), to the extent
practicable, the Depositary will distribute to each Holder entitled thereto on the record date set
by the Depositary therefor at such Holder’s address shown on the ADR Register, in proportion to the
number of Deposited Securities (on which the following distributions on Deposited Securities are
received by the Custodian) represented by ADSs evidenced by such Holder’s ADRs: (a) Cash. Any
U.S. dollars available to the Depositary resulting from a cash dividend or other cash distribution
or the net proceeds of sales of any other distribution or portion thereof authorized in this
paragraph (10) (“Cash”), on an averaged or other practicable basis, subject to (i) appropriate
adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with
respect to certain Holders, and (iii) deduction of the Depositary’s expenses in (1) converting any
foreign currency to U.S. dollars by sale or in such other manner as the Depositary may determine to
the extent that it determines that such conversion may be made on a reasonable basis, (2)
transferring foreign currency or U.S. dollars to the United States by such means as the Depositary
may determine to the extent that it determines that such transfer may be made on a reasonable
basis, (3) obtaining any approval or license of any governmental authority required for such
conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and
(4) making any sale by public or private means in any commercially reasonable manner. (b) Shares.
(i) Additional ADRs evidencing whole ADSs representing any Shares available to the Depositary
resulting from a dividend or free distribution on Deposited Securities consisting of Shares (a
“Share Distribution”) and (ii) U.S. dollars available to it resulting from the net proceeds of
sales of Shares received in a Share Distribution, which Shares would give rise to fractional ADSs
if additional ADRs were issued therefor, as in the case of Cash. (c) Rights. (i) Warrants or other
instruments in the discretion of the Depositary representing rights to acquire additional ADRs in
respect of any rights to subscribe for additional Shares or rights of any nature available to the
Depositary as a result of a distribution on Deposited Securities (“Rights”), to the extent that the
Company timely furnishes to the Depositary evidence satisfactory to the Depositary that the
Depositary may lawfully distribute the same (the Company has no obligation to so furnish such
evidence), or (ii) to the extent the Company does not so furnish such evidence and sales of Rights
are practicable, any U.S. dollars available to the Depositary from the net proceeds of sales of
Rights as in the case of Cash, or (iii) to the extent the Company does not so furnish such evidence
and such sales cannot practicably be accomplished by reason of the nontransferability of the
Rights, limited markets therefor, their short duration or otherwise, nothing (and any Rights may
lapse). (d) Other Distributions. (i) Securities or property available to the Depositary resulting
from any distribution on Deposited Securities other than Cash, Share Distributions and Rights
(“Other Distributions”), by any means that the Depositary may deem equitable and practicable, or
(ii) to the extent the Depositary deems distribution of such securities or property not to be
equitable and practicable, any U.S. dollars available to the Depositary from the net proceeds of
sales of Other Distributions as in the case of Cash. Such U.S. dollars available will be
distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional
cents will be withheld without liability and dealt with by the Depositary in accordance with its
then current practices.



     (11) Record Dates. The Depositary may, after consultation with the Company if
practicable, fix a record date (which, to the extent applicable, shall be as near as practicable to
any corresponding record date set by the Company) for the determination of the Holders
who shall be responsible for the fee assessed by the Depositary for administration of the ADR
program



A-8









 









and for any expenses provided for in paragraph (7) hereof as well as for the determination
of the Holders who shall be entitled to receive any distribution on or in respect of Deposited
Securities, to give instructions for the exercise of any voting rights, to receive any notice or to
act in respect of other matters and only such Holders shall be so entitled or obligated.




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



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



     (14) Exoneration. The Depositary, the Company, their agents and each of them shall:
(a) incur no liability (i) if any present or future law, rule, regulation , fiat, order or decree
of the United States, the Cayman Islands, The People’s Republic of China (including the Hong Kong
Special Administrative Region, the “People’s Republic of China”) or any other country, or of any
governmental or regulatory authority or any securities exchange or market or automated quotation
system, the provisions of or governing any Deposited Securities, any
present or future provision of the Company’s charter, any act of God, war, terrorism or other
circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty
any act which the



A-9









 









Deposit Agreement or this ADR provides shall be done or performed by it or them
(including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any
exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (b)
assume no liability except to perform its obligations to the extent they are specifically set forth
in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the
Depositary and its agents, be under no obligation to appear in, prosecute or defend any action,
suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the
Company and its agents hereunder be under no obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its
opinion may involve it in expense or liability, unless indemnity satisfactory to it against all
expense (including fees and disbursements of counsel) and liability be furnished as often as may be
required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or
information from legal counsel, accountants, any person presenting Shares for deposit, any Holder,
or any other person believed by it to be competent to give such advice or information. The
Depositary shall not be liable for the acts or omissions made by any securities depository,
clearing agency or settlement system in connection with or arising out of book-entry settlement of
Deposited Securities or otherwise. The Depositary shall not be responsible for, and shall incur no
liability in connection with or arising from, the insolvency of any Custodian that is not a branch
or affiliate of JPMorgan Chase Bank, N.A. The Depositary, its agents and the Company may rely and
shall be protected in acting upon any written notice, request, direction or other document believed
by them to be genuine and to have been signed or presented by the proper party or parties. The
Depositary and its agents will not be responsible for any failure to carry out any instructions to
vote any of the Deposited Securities, for the manner in which any such vote is cast or for the
effect of any such vote. The Depositary, its affiliates and their agents may own and deal in any
class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the
contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully
respond to any and all demands or requests for information maintained by or on its behalf in
connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related
hereto to the extent such information is requested or required by or pursuant to any lawful
authority, including without limitation laws, rules, regulations, administrative or judicial
process, banking, securities or other regulators. None of the Depositary, the Custodian or the
Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of
credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax
liability. The Depositary and the Company shall not incur any liability for any tax consequences
that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or
ADSs. The Company has agreed to indemnify the Depositary and its agents under certain
circumstances and the Depositary has agreed to indemnify the Company under certain circumstances.
Neither the Company nor the Depositary nor any of their respective agents shall be liable to
Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or
consequential damages (including, without limitation, lost profits) of any form incurred by any
person or entity, whether or not foreseeable and regardless of the type of action in which such a
claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by
any provision hereof.




     (15) Resignation and Removal of Depositary; the Custodian. The Depositary may
resign as Depositary by written notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and its acceptance of
such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed



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by the Company by no less than 90 days prior written notice of such removal, to become effective
upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the
appointment of a successor depositary and its acceptance of such appointment as provided in the
Deposit Agreement. The Depositary may appoint substitute or additional Custodians and the term
“Custodian” refers to each Custodian or all Custodians as the context requires.




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



     (17) Termination. The Depositary may, and shall at the written direction of the Company,
terminate the Deposit Agreement and this ADR by mailing notice of such termination to the Holders
at least 30 days prior to the date fixed in such notice for such termination; provided, however, if
the Depositary shall have (i) resigned as Depositary hereunder, notice of such termination by the
Depositary shall not be provided to Holders unless a successor depositary shall not be operating
hereunder within 45 days of the date of such resignation, and (ii) been removed as Depositary
hereunder, notice of such termination by the Depositary shall
not be provided to Holders unless a successor depositary shall not be operating hereunder on
the 90th day after the Company’s notice of removal was first provided to the Depositary.
After the date so fixed for termination, the Depositary and its agents will perform no further
acts under the Deposit Agreement and this ADR, except to receive and hold (or sell) distributions
on Deposited Securities



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and deliver Deposited Securities being withdrawn. As soon as practicable
after the expiration of six months from the date so fixed for termination, the Depositary shall
sell the Deposited Securities and shall thereafter (as long as it may lawfully do so) hold in a
segregated account the net proceeds of such sales, together with any other cash then held by it
under the Deposit Agreement, without liability for interest, in trust for the pro rata benefit of
the Holders of ADRs not theretofore surrendered. After making such sale, the Depositary shall be
discharged from all obligations in respect of the Deposit Agreement and this ADR, except to account
for such net proceeds and other cash. After the date so fixed for termination, the Company shall
be discharged from all obligations under the Deposit Agreement except for its obligations to the
Depositary and its agents.




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



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




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