Exhibit 4.5 


 


 


 


 


 


 





 



 


DEPOSIT AGREEMENT



 





 



 


by and among


 


Puyi
Inc.


 


as Issuer,


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


 


as Depositary,


 


AND


 


THE HOLDERS AND BENEFICIAL OWNERS

OF AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER




 





 



 


Dated as of [●], 2019


 





 



 


 


 


 


 


 


 





     


     


    

  


DEPOSIT AGREEMENT


 


DEPOSIT AGREEMENT, dated as
of [●], 2019, by and among (i) Puyi Inc., a company incorporated in the Cayman Islands, with its principal
executive office at 42F, Pearl River Tower, No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe, Guangzhou, Guangdong
Province, People’s Republic of China, 510620 and its registered office at Avalon Trust & Corporate Services Ltd.,
Landmark Square, 1st Floor, 64 Earth Close, PO Box 715, Grand Cayman KY1 1107, Cayman Islands (together with its successors,
the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of
Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York,
NY 10005, United States of America (the “Depositary”, which term shall include any successor
depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American
Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).


 


W I T N E S S E T H  T H A T:


 


WHEREAS, the Company desires to
establish an ADR facility with the Depositary to provide for the deposit of the Shares and the creation of American Depositary
Shares representing the Shares so deposited;


 


WHEREAS, the Depositary is willing
to act as the depositary for such ADR facility upon the terms set forth in this Deposit Agreement;


 


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


 


WHEREAS, the American Depositary
Shares to be issued pursuant to the terms of this Deposit Agreement are accepted for trading on the Nasdaq Global Market; and


 


WHEREAS, the Board of Directors
of the Company (or an authorized committee thereof) has duly approved the establishment of an ADR facility upon the terms set forth
in this Deposit Agreement, the execution and delivery of this Deposit Agreement on behalf of the Company, and the actions of the
Company and the transactions contemplated herein.


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I.



DEFINITIONS


 


All capitalized terms used, but not otherwise
defined, herein shall have the meanings set forth below, unless otherwise clearly indicated:


 


SECTION 1.1  “Affiliate”
shall have the meaning assigned to such term by the Commission under Regulation C promulgated under the Securities Act.


 






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SECTION 1.2  “Agent”
shall mean such entity or entities as the Depositary may appoint under Section 7.8 hereof, including the Custodian or any
successor or addition thereto.


 


SECTION 1.3  “American
Depositary Share(s)” and “ADS(s)” shall mean the securities represented by the rights and interests in the
Deposited Securities granted to the Holders and Beneficial Owners pursuant to this Deposit Agreement and evidenced by the American
Depositary Receipts issued hereunder. Every two American Depositary Shares shall represent the right to receive three Shares (with
each American Depositary Share representing 1.5 Shares), until there shall occur a distribution upon Deposited Securities referred
to in Section 4.2 hereof or a change in Deposited Securities referred to in Section 4.9 hereof with respect to which additional
American Depositary Receipts are not executed and delivered and thereafter each American Depositary Share shall represent the Shares
or Deposited Securities specified in such Sections.


 


SECTION 1.4  “Article”
shall refer to an article of the American Depositary Receipts as set forth in the Form of Face of Receipt and Form of Reverse of
Receipt in Exhibit A and Exhibit B annexed hereto.


 


SECTION 1.5  “Articles
of Association” shall mean the articles of association of the Company, as amended from time to time.


 


SECTION 1.6  “ADS
Record Date” shall have the meaning given to such term in Section 4.7 hereof.


 


SECTION 1.7  “Beneficial
Owner” shall mean as to any ADS, any person or entity having a beneficial interest in such ADS. A Beneficial Owner need
not be the Holder of the ADR evidencing such ADSs. A Beneficial Owner may exercise any rights or receive any benefits hereunder
solely through the Holder of the ADR(s) evidencing the ADSs in which such Beneficial Owner has an interest.


 


SECTION 1.8  “Business
Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not (a) a day on which banking institutions
in the Borough of Manhattan, The City of New York are authorized or obligated by law or executive order to close and (b) a
day on which the market(s) in which ADSs are traded are closed.


 


SECTION 1.9  “Commission”
shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.


 


SECTION 1.10  “Company”
shall mean Puyi Inc., a company incorporated and existing under the laws of the Cayman Islands, and its successors.


 


SECTION 1.11  “Corporate
Trust Office” when used with respect to the Depositary, shall mean the corporate trust office of the Depositary at which
at any particular time its depositary receipts business shall be administered, which, at the date of this Deposit Agreement, is
located at 60 Wall Street, New York, New York 10005, U.S.A.


 


SECTION 1.12  “Custodian”
shall mean, as of the date hereof, Deutsche Bank AG, Hong Kong Branch, having its principal office at 57/F International Commerce
Centre, 1 Austin Road West, Kowloon, Hong Kong S.A.R., People’s Republic of China, as the custodian for the purposes of this
Deposit Agreement, and any other firm or corporation which may hereinafter be appointed by the Depositary pursuant to the terms
of Section 5.5 hereof as a successor or an additional custodian or custodians hereunder, as the context shall require. The term
“Custodian” shall mean all custodians, collectively.


 






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SECTION 1.13  “Deliver”,
“Deliverable” and “Delivery” shall mean, when used in respect of American Depositary Shares,
Receipts, Deposited Securities and Shares, the physical delivery of the certificate representing such security, or the electronic
delivery of such security by means of book-entry transfer, as appropriate, including, without limitation, through DRS/Profile.
With respect to DRS/Profile ADRs, the terms “execute”, “issue”, “register”,
“surrender”, “transfer” or “cancel” refer to applicable entries or movements
to or within DRS/Profile.


 


SECTION 1.14  “Deposit
Agreement” shall mean this Deposit Agreement and all exhibits annexed hereto, as the same may from time to time be amended
and supplemented in accordance with the terms hereof.


 


SECTION 1.15  “Depositary”
shall mean Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank AG, in its capacity
as depositary under the terms of this Deposit Agreement, and any successor depositary hereunder.


 


SECTION 1.16  “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 or deemed to be received by the Depositary or the Custodian in respect
thereof and held hereunder, subject, in the case of cash, to the provisions of Section 4.6.


 


SECTION 1.17  “Dollars”
and “$” shall mean the lawful currency of the United States.


 


SECTION 1.18  “DRS/Profile”
shall mean the system for the uncertificated registration of ownership of securities pursuant to which ownership of ADSs is maintained
on the books of the Depositary without the issuance of a physical certificate and transfer instructions may be given to allow for
the automated transfer of ownership between the books of DTC and the Depositary. Ownership of ADSs held in DRS/Profile is evidenced
by periodic statements issued by the Depositary to the Holders entitled thereto.


 


SECTION 1.19  “DTC”
shall mean The Depository Trust Company, the central book-entry clearinghouse and settlement system for securities traded in the
United States, and any successor thereto.


 


SECTION 1.20  “DTC
Participants” shall mean participants within DTC.


 


SECTION 1.21 “Exchange
Act” shall mean the U.S. Securities Exchange Act of 1934, as from time to time amended.


 


SECTION 1.22  “Foreign
Currency” shall mean any currency other than Dollars.


 


SECTION 1.23  “Foreign
Registrar” shall mean the entity, if any, that carries out the duties of registrar for the Shares or any successor as
registrar for the Shares and any other appointed agent of the Company for the transfer and registration of Shares or, if no such
agent is so appointed and acting, the Company.


 






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SECTION 1.24  “Holder”
shall mean the person in whose name a Receipt is registered on the books of the Depositary (or the Registrar, if any) maintained
for such purpose. A Holder may or may not be a Beneficial Owner. A Holder shall be deemed to have all requisite authority to act
on behalf of those Beneficial Owners of the ADRs registered in such Holder’s name.


 


SECTION 1.25  “Indemnified
Person” and “Indemnifying Person” shall have the respective meanings set forth in Section 5.8 hereof.


 


SECTION 1.26  “Losses”
shall have the meaning set forth in Section 5.8 hereof.


 


SECTION 1.27  “Memorandum”
shall mean the memorandum of association of the Company.


 


SECTION 1.28  “Opinion
of Counsel” shall mean a written opinion from legal counsel to the Company who is acceptable to the Depositary.


 


SECTION 1.29  “Receipt(s);
“American Depositary Receipt(s)”; and “ADR(s)” shall mean the certificate(s) or statement(s) issued
by the Depositary evidencing the American Depositary Shares issued under the terms of this Deposit Agreement, as such Receipts
may be amended from time to time in accordance with the provisions of this Deposit Agreement. References to Receipts shall include
physical certificated Receipts as well as ADSs issued through any book-entry system, including, without limitation, DRS/Profile,
unless the context otherwise requires.


 


SECTION 1.30  “Registrar”
shall mean the Depositary or any bank or trust company having an office in the Borough of Manhattan, The City of New York, which
shall be appointed by the Depositary to register ownership of Receipts and transfer of Receipts as herein provided, and shall include
any co-registrar appointed by the Depositary for such purposes. Registrars (other than the Depositary) may be removed and substitutes
appointed by the Depositary.


 


SECTION 1.34 “Restricted
Securities” shall mean Shares which (i) have been acquired directly or indirectly from the Company or any of its
Affiliates in a transaction or chain of transactions not involving any public offering and subject to resale limitations under
the Securities Act or the rules issued thereunder, or (ii) are held by an officer or director (or persons performing similar
functions) or other Affiliate of the Company or (iii) are subject to other restrictions on sale or deposit under the laws
of the United States or the Cayman Islands, under a shareholders’ agreement, shareholders’ lock-up agreement or the
Articles of Association or under the regulations of an applicable securities exchange unless, in each case, such Shares are being
sold to persons other than an Affiliate of the Company in a transaction (x) covered by an effective resale registration statement
or (y) exempt from the registration requirements of the Securities Act (as hereafter defined) and the Shares are not, when
held by such person, Restricted Securities.


 


SECTION 1.36  “Securities
Act” shall mean the United States Securities Act of 1933, as from time to time amended.


 






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SECTION 1.37  “Shares”
shall mean ordinary shares in registered form of the Company, par value $0.001 each, heretofore or hereafter validly issued and
outstanding and fully paid. References to Shares shall include fractional shares and evidence of rights to receive Shares, whether
or not stated in the particular instance; provided, however, that in no event shall Shares include evidence of rights to receive
Shares with respect to which the full purchase price has not been paid or Shares as to which pre-emptive rights have theretofore
not been validly waived or exercised; provided further, however, that, if there shall occur any change in par value, split-up,
consolidation, reclassification, exchange, conversion or any other event described in Section 4.9 hereof in respect of the
Shares, the term “Shares” shall thereafter, to the extent permitted by law, represent the successor securities resulting
from such change in par value, split-up, consolidation, reclassification, exchange, conversion or event.


 


SECTION 1.38  “United
States” or “U.S.” shall mean the United States of America.


 


ARTICLE II. 



APPOINTMENT OF DEPOSITARY; FORM OF RECEIPT; DEPOSIT OF SHARES; EXECUTION AND DELIVERY,

 TRANSFER AND SURRENDER OF RECEIPTS


 


SECTION 2.1  Appointment
of Depositary. The Company hereby appoints the Depositary as exclusive 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. Each Holder and each Beneficial
Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms of this Deposit Agreement, shall
be deemed for all purposes to (a) be a party to and bound by the terms of this 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 this 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 this Deposit Agreement and the applicable ADR(s) (the taking of such actions to be the conclusive determinant
of the necessity and appropriateness thereof).


 


SECTION 2.2  Form
and Transferability of Receipts.


 


(a) Form.
Receipts in certificated form shall be substantially in the form set forth in Exhibit A and Exhibit B annexed to
this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Receipts may be issued
in denominations of any number of American Depositary Shares. No Receipt in certificated form shall be entitled to any benefits
under this Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt shall have been dated and signed by
the manual or facsimile signature of a duly authorized signatory of the Depositary. The Depositary shall maintain books on which
each Receipt so executed and Delivered, in the case of Receipts in certificated form, and each Receipt issued through any book-entry
system, including, without limitation, DRS/Profile, in either case as hereinafter provided, and the transfer of each such Receipt
shall be registered. Receipts in certificated form 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 the fact 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.


  


Notwithstanding anything in this Deposit
Agreement or in the form of Receipt to the contrary, to the extent available by the Depositary, ADSs shall be evidenced by Receipts
issued through any book-entry system, including, without limitation, DRS/Profile, unless certificated Receipts are specifically
requested by the Holder. Holders and Beneficial Owners shall be bound by the terms and conditions of this Deposit Agreement and
of the form of Receipt, regardless of whether their Receipts are in certificated form or are issued through any book-entry system,
including, without limitation, DRS/Profile.


 


(b)
Legends. In addition to the foregoing, the Receipts may, and upon the
written request of the Company shall, 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 (i) necessary to enable the
Depositary and the Company to perform their respective obligations hereunder, (ii) required to comply with any
applicable laws or regulations, or with the rules and regulations of any securities exchange or market upon which ADSs may be
traded, listed or quoted, or to conform with any usage with respect thereto, (iii) necessary to indicate any special
limitations or restrictions to which any particular ADRs or ADSs are subject by reason of the date of issuance of
the Deposited Securities or otherwise or (iv) required by any book-entry system in which the ADSs are held. Holders and
Beneficial Owners shall be deemed, for all purposes, to have notice of, and to be bound by, the terms and conditions of the
legends set forth, in the case of Holders, on the ADR registered in the name of the applicable Holders or, in the case of
Beneficial Owners, on the ADR representing the ADSs owned by such Beneficial Owners.


 


(c) Title.
Subject to the limitations contained herein and in the form of Receipt, title to a Receipt (and to the ADSs evidenced thereby),
when properly endorsed (in the case of certificated Receipts) or upon delivery to the Depositary of 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 the State of
New York; provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat the Holder 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 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 a Receipt, unless such holder is
the Holder thereof.


 






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SECTION 2.3  Deposits.


 


(a) Subject
to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be
deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or
any Affiliate of the Company, to Section 5.7 hereof) at any time beginning on the 181st day after the date of the
prospectus contained in the registration statement on Form F-1 under which the ADSs are first sold or on such earlier date as the
Company (with the approval of the underwriter referred to in the said prospectus) may specify in writing to the Depositary, whether
or not the transfer books of the Company or the Foreign Registrar, if any, are closed, by Delivery of the Shares to the Custodian.
Except for Shares deposited by the Company in connection with the initial sale of ADSs under the registration statement on Form
F-1, no deposit of Shares shall be accepted under this Deposit Agreement prior to such date. Fractional ADSs will not be issued
and, accordingly, Shares may only be deposited in such numbers as will result in a whole number of ADSs being issued. Every deposit
of Shares shall be accompanied by the following: (A)(i) in the case of Shares represented by certificates issued in registered
form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares
represented by certificates issued in bearer form, such Shares or the certificates representing such Shares and (iii) in the
case of Shares Delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable
instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without
limitation, the Depositary’s fees and related charges) and evidence of such payments (including, without limitation, stamping
or otherwise marking such Shares by way of receipt) as may be required by the Depositary or the Custodian in accordance with the
provisions of this Deposit Agreement, (C) if the Depositary so requires, 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 the Shares so deposited, (D) evidence satisfactory to the Depositary (which may include
an opinion of counsel reasonably satisfactory to the Depositary provided at the cost of the person seeking to deposit Shares) that
all conditions to such deposit have been met and all necessary approvals have been granted by, and there has been compliance with
the rules and regulations of, any applicable governmental agency and (E) if the Depositary so requires, (i) an agreement,
assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in
whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares
or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as
shall be satisfactory to the Depositary or the Custodian and (ii) if the Shares are registered in the name of the person on
whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of
the Shares for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or
any nominee. No Share shall be accepted for deposit unless accompanied by confirmation or such additional evidence, if any is required
by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have
been satisfied by the person depositing such Shares under the laws and regulations of the Cayman Islands and any necessary approval
has been granted by any governmental body in the Cayman Islands, if any, which is then performing the function of the regulator
of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent
of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction
records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under
this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities
Act, unless a registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited
Securities the deposit of which would violate any provisions of the Memorandum and Articles of Association. The Depositary shall
use commercially reasonable efforts to comply with reasonable written instructions of the Company that the Depositary shall not
accept for deposit hereunder any Shares specifically 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 the securities laws
in the United States and other jurisdictions, provided that the Company shall indemnify the Depositary and the Custodian for any
claims and losses arising from not accepting the deposit of any Shares identified in the Company’s instructions.


 






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(b) As
soon as practicable after receipt of any permitted deposit hereunder and compliance with the provisions of this Deposit Agreement,
the Custodian shall present the Shares so deposited, together with the appropriate instrument or instruments of transfer or endorsement,
duly stamped, to the Foreign Registrar for transfer and registration of the Shares (as soon as transfer and registration can be
accomplished and at the expense of the person for whom the deposit is made) in the name of the Depositary, the Custodian or a nominee
of either. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary
or a nominee, in each case for the account of the Holders and Beneficial Owners, at such place or places as the Depositary or the
Custodian shall determine.


 


(c) In
the event any Shares are deposited which entitle the holders thereof to receive a per-share distribution or other entitlement in
an amount different from the Shares then on deposit, the Depositary is authorized to take any and all actions as may be necessary
(including, without limitation, making the necessary notations on Receipts) to give effect to the issuance of such ADSs and to
ensure that such ADSs are not fungible with other ADSs issued hereunder until such time as the entitlement of the Shares represented
by such non-fungible ADSs equals that of the Shares represented by ADSs prior to such deposit. The Company agrees to give timely
written notice to the Depositary if any Shares issued or to be issued contain rights different from those of any other Shares theretofore
issued and shall assist the Depositary with the establishment of procedures enabling the identification of such non-fungible Shares
upon Delivery to the Custodian.


 


SECTION 2.4  Execution
and Delivery of Receipts. After the deposit of any Shares pursuant to Section 2.3 hereof, the Custodian shall notify the
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,
first class airmail postage prepaid, or, at the request, risk and expense of the person making the deposit, by cable, telex, SWIFT,
facsimile or electronic transmission. After receiving such notice from the Custodian, the Depositary, subject to this Deposit Agreement
(including, without limitation, the payment of the fees, expenses, taxes and/or other charges owing hereunder), shall issue the
ADSs representing the Shares so deposited to or upon the order of the person or persons named in the notice delivered to the Depositary
and shall execute and Deliver a Receipt registered in the name or names requested by such person or persons evidencing in the aggregate
the number of American Depositary Shares to which such person or persons are entitled.


 


SECTION 2.5  Transfer
of Receipts; Combination and Split-up of Receipts.


 


(a) Transfer.
The Depositary, or, if a Registrar (other than the Depositary) for the Receipts shall have been appointed, the Registrar, subject
to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its books, upon surrender at the
Corporate Trust Office of the Depositary of a Receipt by the Holder thereof in person or by duly authorized attorney, properly
endorsed in the case of a certificated Receipt or accompanied by, or in the case of Receipts issued through any book-entry system,
including, without limitation, DRS/Profile, receipt by the Depositary of, proper instruments of transfer (including signature guarantees
in accordance with standard industry practice) and duly stamped as may be required by the laws of the State of New York, of the
United States, of the Cayman Islands and of any other applicable jurisdiction. Subject to the terms and conditions of this Deposit
Agreement, including payment of the applicable fees and charges of the Depositary set forth in Section 5.9 hereof and Article (9)
of the Receipt, the Depositary shall execute a new Receipt or Receipts and Deliver the same to or upon the order of the person
entitled thereto evidencing the same aggregate number of American Depositary Shares as those evidenced by the Receipts surrendered.


 






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(b) Combination
and Split Up. 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 and upon payment to the Depositary
of the applicable fees and charges set forth in Section 5.9 hereof and Article (9) of the Receipt, 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.


 


(c) Co-Transfer
Agents. 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 Holders or persons entitled
to such Receipts and will be entitled to protection and indemnity, in each case to the same extent as the Depositary. Such co-transfer
agents may be removed and substitutes appointed by the Depositary. Each co-transfer agent appointed under this Section 2.5
(other than the Depositary) shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound
by the applicable terms of this Deposit Agreement.


 


(d) Substitution
of Receipts. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated Receipt with
a Receipt issued through any book-entry system, including, without limitation, DRS/Profile, or vice versa, execute and Deliver
a certificated Receipt or deliver a statement, as the case may be, for any authorized number of ADSs requested, evidencing the
same aggregate number of ADSs as those evidenced by the relevant Receipt.


 


SECTION 2.6  Surrender
of Receipts and Withdrawal of Deposited Securities. Upon surrender, at the Corporate Trust Office of the Depositary, of American
Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of (i) the
fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (as set forth
in Section 5.9 hereof and Article (9) of the Receipt) and (ii) all fees, taxes and/or governmental charges payable
in connection with such surrender and withdrawal, and subject to the terms and conditions of this Deposit Agreement, the Memorandum
and Articles of Association, Section 7.11 hereof and any other provisions of or governing the Deposited Securities and other
applicable laws, the Holder of such American Depositary Shares shall be entitled to Delivery, to him or upon his order, of the
Deposited Securities at the time represented by the American Depositary Shares so surrendered. American Depositary Shares may be
surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such American Depositary Shares
(if held in certificated form) or by book-entry Delivery of such American Depositary Shares to the Depositary.


 


A Receipt surrendered for such purposes
shall, if so required by the Depositary, be properly endorsed in blank or accompanied by proper instruments of transfer in blank,
and if the Depositary so requires, the Holder 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 (without unreasonable delay) at the designated
office of the Custodian or through a book-entry delivery of the Shares (in either case, subject to Sections 2.7, 3.1, 3.2, 5.9,
hereof and to the other terms and conditions of this Deposit Agreement, to the Memorandum and Articles of Association, and to the
provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect) to or upon the written order
of the person or persons designated in the order delivered to the Depositary as provided above, the Deposited Securities represented
by such American Depositary Shares, together with any certificate or other proper documents of or relating to title of the Deposited
Securities as may be legally required, as the case may be, to or for the account of such person.


 






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The Depositary may refuse to accept for
surrender American Depositary Shares only in the circumstances described in Article (4) of the Receipt. Subject thereto, in the
case of surrender of a Receipt evidencing a number of American Depositary Shares representing other than a whole number of Shares,
the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof
and shall, at the discretion of the Depositary and subject to the Company issuing in the name of the Depositary any remaining fractional
Share, either (i) cause ownership of such remaining fractional Share to be Delivered in accordance with the terms hereof, (ii) issue
and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any number
of Shares and any remaining fractional Share authorized by this Agreement, or (iii) if practicable, sell or cause to be sold
the fractional Shares represented by the Receipt surrendered and remit the proceeds of such sale (net of (a) applicable fees
and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes
and/or governmental charges) to the person surrendering the Receipt.


 


At the request, risk and expense of any
Holder so surrendering a Receipt, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to
the extent permitted by law) any cash or other property (other than securities) held in respect of, and any certificate or certificates
and other proper documents of or relating to title to, the Deposited Securities represented by such Receipt to the Depositary for
delivery at the Corporate Trust Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given
by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission. Upon receipt by the Depositary
of such direction, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of
the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such American Depositary
Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.


 


SECTION 2.7  Limitations
on Execution and Delivery, Transfer, etc. of Receipts; Suspension of Delivery, Transfer, etc..


 


(a) Additional
Requirements. As a condition precedent to the execution and Delivery, registration, registration of transfer, split-up, subdivision,
combination or surrender of any Receipt, the Delivery of any distribution thereon (whether in cash or shares) or withdrawal of
any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or 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 and charges of the Depositary as provided in Section 5.9 hereof and Article (9) of the Receipt
hereto, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter
contemplated by Section 3.1 hereof and (iii) compliance with (A) any laws or governmental regulations relating to
the execution and Delivery of Receipts or American Depositary Shares or to the withdrawal or Delivery of Deposited Securities and
(B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions of this Deposit
Agreement and applicable law.


 






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(b) Additional
Limitations. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended,
or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in
particular instances may be refused, or the registration of transfers of 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, in good faith, at any time or from time to time because of any requirement of law, any government or governmental
body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of this Deposit
Agreement or provisions of, or governing, the Deposited Securities, or any meeting of shareholders of the Company or for any other
reason, subject, in all cases, to Section 7.11 hereof.


 


(c) The
Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.


 


SECTION 2.8  Lost
Receipts, etc. To the extent the Depositary has issued Receipts in physical certificated form, in case any Receipt shall be
mutilated, destroyed, lost or stolen, unless the Depositary has notice that such ADR has been acquired by a bona fide purchaser,
subject to Section 5.9 hereof, the Depositary shall execute and Deliver a new Receipt (which, in the discretion of the Depositary
may be issued through any book-entry system, including, without limitation, DRS/Profile, unless specifically requested otherwise)
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, the Holder 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 in form and amount acceptable to the Depositary and (b) satisfied any other reasonable requirements imposed by the Depositary.


 


SECTION 2.9  Cancellation
and Destruction of Surrendered Receipts; Maintenance of Records. All Receipts surrendered to the Depositary shall be cancelled
by the Depositary. The Depositary is authorized to destroy Receipts so cancelled in accordance with its customary practices. Cancelled
Receipts shall not be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose.


 


SECTION 2.10  
Maintenance of Records. The Depositary agrees to maintain records of all Receipts surrendered and Deposited Securities withdrawn
under Section 2.6, substitute Receipts Delivered under Section 2.8 and cancelled or destroyed Receipts under Section 2.9, in keeping
with the procedures ordinarily followed by stock transfer agents located in the United States.


 






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ARTICLE III.



CERTAIN OBLIGATIONS OF HOLDERS

AND BENEFICIAL OWNERS OF RECEIPTS


 


SECTION 3.1  Proofs,
Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner
may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the
Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges,
exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and
the terms of this Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute
such certifications and to make such representations and warranties and to provide such other information and documentation as
the Depositary may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent
with its obligations hereunder. The Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration
of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof,
or to the extent not limited by the terms of Section 7.11 hereof, the Delivery of any Deposited Securities, until such proof
or other information is filed or such certifications are executed, or such representations and warranties are made, or such other
documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary
shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates
or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the
Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner
agrees to provide, any information requested by the Company or the Depositary pursuant to this Section 3.1. Nothing herein shall
obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners
or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.


 


Every Holder and Beneficial
Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers,
employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which
may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate,
representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result
of any such failure to furnish any of the foregoing.


 


The obligations of
Holders and Beneficial Owners under Section 3.1 shall survive any transfer of Receipts, any surrender of Receipts or withdrawal
of Deposited Securities or the termination of the Deposit Agreement.


 


SECTION 3.2  Liability
for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary
or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, such tax or other governmental
charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be
deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in
respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities
and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) and charges,
with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available
to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver
ADRs, to register the transfer, split-up or combination of ADRs and (subject to Section 7.11 hereof) the withdrawal of Deposited
Securities, until payment in full of such tax, charge, penalty or interest is received. The liability of Holders and Beneficial
Owners under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities
or the termination of this Deposit Agreement.


 






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SECTION 3.3  Representations
and Warranties on Deposit of Shares. Each person depositing Shares under this Deposit Agreement shall be deemed thereby to
represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid,
non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to
such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the
Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim
and are not, and the American Depositary Shares issuable upon such deposit will not be, Restricted Securities, (v) the Shares
presented for deposit have not been stripped of any rights or entitlements and (vi) the Shares are not subject to any lock-up
agreement with the Company or other party, or the Shares are subject to a lock-up agreement but such lock-up agreement has terminated
or the lock-up restrictions imposed thereunder have expired. Such representations and warranties shall survive the deposit and
withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American
Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall
be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences
thereof.


 


SECTION 3.4  Compliance
with Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable
law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request
pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum
and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles
of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to
any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and
subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements
of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any
electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and
Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the
time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman
Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed
and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of
ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same
may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon
the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward
to the Company any such responses to such requests received by the Depositary.


 






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ARTICLE IV.



THE DEPOSITED SECURITIES


 


SECTION 4.1  Cash
Distributions. Whenever the Depositary receives confirmation from the Custodian of receipt of any cash dividend or other cash
distribution on any Deposited Securities, or receives proceeds from the sale of any Shares, rights, securities or other entitlements
under the terms hereof, the Depositary will, if at the time of receipt thereof any amounts received in a Foreign Currency can in
the judgment of the Depositary (pursuant to Section 4.6 hereof) be converted on a practicable basis into Dollars transferable
to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the
terms described in Section 4.6 hereof) and will distribute promptly the amount thus received (net of (a) the applicable
fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes
and/or governmental charges) to the Holders of record as of the ADS Record Date in proportion to the number of American Depositary
Shares held by such Holders respectively as of the ADS Record Date. The Depositary shall distribute only such amount, however,
as can be distributed without attributing to any Holder a fraction of one cent. Any such fractional amounts shall be rounded down
to the nearest whole cent and so distributed to Holders entitled thereto. Holders and Beneficial Owners understand that in converting
Foreign Currency, amounts received on conversion are calculated at a rate which exceeds the number of decimal places used by the
Depositary to report distribution rates. The excess amount may be retained by the Depositary as an additional cost of conversion,
irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment. If the Company,
the Custodian 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, duties or other governmental charges, the amount distributed
to Holders of the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded
by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company
shall be forwarded by the Company to the Depositary upon request. The Depositary shall 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 with governmental
agencies such reports as are necessary to obtain benefits under the applicable tax treaties for the Holders and Beneficial Owners
of Receipts.


  


SECTION 4.2  Distribution
in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the
Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary,
the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish
the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute
to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which
represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of
this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the
Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued
and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests
in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and
charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering fractional
ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds
upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not
received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that
such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of
the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution
in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and
the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges
and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders
entitled thereto upon the terms described in Section 4.1 hereof.


 


SECTION 4.3  Elective
Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders
of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior
to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs.
Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the
Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether
it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall
make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective
distribution is available to Holders of ADRs, (ii) the Depositary shall have received satisfactory documentation within the
terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that
the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have
determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary
shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local
market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof
or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions
are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish
procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist
the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects
to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof
or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate
the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be
no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions
on the same terms and conditions as the holders of Shares.


 






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SECTION 4.4  Distribution
of Rights to Purchase Shares.


 


(a) Distribution
to ADS Holders. Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for
additional Shares, the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution
stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon timely receipt of a notice indicating
that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine,
and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders.
The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights
be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7
hereof and (iii) the Depositary shall have determined that such distribution of rights is lawful and reasonably practicable.
In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights
as contemplated in Section 4.4(b) below or, if timing or market conditions may not permit, do nothing thereby allowing such
rights to lapse. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon
the terms described in Section 4.7 hereof) and establish procedures to distribute such rights (by means of warrants or otherwise)
and to enable the Holders to exercise the rights (upon payment of applicable fees and charges of, and expenses incurred by, the
Depositary and taxes and/or other governmental charges). Nothing herein shall obligate the Depositary to make available to the
Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).


 


(b) Sale
of Rights. If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests
that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the
terms of Section 5.7 hereof or determines it is not lawful or reasonably practicable to make the rights available to Holders
or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether
it is lawful and reasonably practicable to sell such rights, and if it so determines that it is lawful and reasonably practicable,
endeavour to sell such rights in a riskless principal capacity or otherwise, at such place and upon such terms (including public
or private sale) as it may deem proper. The Company shall assist the Depositary to the extent necessary to determine such legality
and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable fees
and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental
charges) upon the terms set forth in Section 4.1 hereof.


 


(c) Lapse
of Rights. If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a)
hereof or to arrange for the sale of the rights upon the terms described in Section 4.4(b) hereof, the Depositary shall allow
such rights to lapse.


 


The Depositary shall not be responsible
for (i) any failure to determine that it may be lawful or practicable to make such rights available to Holders in general
or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise
or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.


 






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Notwithstanding anything to the contrary
in this Section 4.4, if registration (under the Securities Act or any other applicable law) of the rights or the securities
to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell
the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until
a registration statement under the Securities Act covering such offering is in effect or (ii) unless the Company furnishes
at its expense the Depositary with opinion(s) of counsel for the Company in the United States and counsel to the Company in any
other applicable country in which rights would be distributed, in each case satisfactory to the Depositary, to the effect that
the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under,
the provisions of the Securities Act or any other applicable laws. In the event that the Company, the Depositary or the Custodian
shall be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes
and/or other governmental charges, the amount distributed to the Holders shall be reduced accordingly. 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 charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property
(including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as
the Depositary deems necessary and practicable to pay any such taxes and/or charges.


 


There can be no assurance that Holders
generally, or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the
holders of Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement
in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights or otherwise to register
or qualify the offer or sale of such rights or securities under the applicable law of any other jurisdiction for any purpose.


 


SECTION 4.5  Distributions
Other Than Cash, Shares or Rights to Purchase Shares.


 


(a) Whenever
the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase
additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution
and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating
that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution
to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely
requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation
within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful
and reasonably practicable.


 


(b) Upon
receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making
the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders
of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as
the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable
fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental charges.
The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner
(including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable
interest and penalties) and other governmental charges applicable to the distribution.


 






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(c) If
(i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make
such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7
hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible,
the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and
upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net
of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary
and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the
Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable
under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising
therefrom.


 


SECTION 4.6  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 in the judgment of the Depositary such Foreign
Currency can at such time be converted on a practicable basis (by sale or in any other manner that it may determine in accordance
with applicable law) into Dollars transferable to the United States and distributable to the Holders entitled thereto, 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 shall distribute such Dollars (net of any fees, expenses, taxes and/or other governmental charges incurred in the process of
such conversion) in accordance with the terms of the applicable sections of this Deposit Agreement. If the Depositary shall have
distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such
Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability
for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions
among Holders on account of exchange restrictions, the date of delivery of any Receipt or otherwise.


 


In converting Foreign Currency, amounts
received on conversion may be calculated at a rate which exceeds the number of decimal places used by the Depositary to report
distribution rates (which in any case will not be less than two decimal places). Any excess amount may be retained by the Depositary
as an additional cost of conversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject
to escheatment.


 


If such conversion or distribution can
be effected only with the approval or license of any government or agency thereof, the Depositary may file such application for
approval or license, if any, as it may deem necessary, practicable and at nominal cost and expense. Nothing herein shall obligate
the Depositary to file or cause to be filed, or to seek effectiveness of any such application or license.


 


If at any time the Depositary shall determine
that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received
by the Depositary is not practical or lawful, or if any approval or license of any governmental authority or agency thereof that
is required for such conversion, transfer and distribution is denied, or not obtainable at a reasonable cost, within a reasonable
period or otherwise sought, the Depositary shall, in its sole discretion but subject to applicable laws and regulations, either
(i) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) received
by the Depositary to the Holders entitled to receive such Foreign Currency or (ii) hold such Foreign Currency uninvested and
without liability for interest thereon for the respective accounts of the Holders entitled to receive the same.


 






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Holders and Beneficial Owners are directed
to refer to Section 7.9 hereof for certain disclosure related to conversion of Foreign Currency.


 


SECTION 4.7  Fixing
of Record Date. Whenever necessary in connection with any distribution (whether in cash, Shares, rights, or other distribution),
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 receive notice of any meeting of or solicitation of holders of Shares or other Deposited
Securities, or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date (the “ADS
Record Date”), as close as practicable to the record date fixed by the Company with respect to the Shares (if applicable),
for the determination of the Holders who shall be entitled to receive such distribution, to give instructions for the exercise
of voting rights at any such meeting, to give or withhold such consent, to receive such notice or solicitation or to otherwise
take action or to exercise the rights of Holders with respect to such changed number of Shares represented by each American Depositary
Share or for any other reason. Subject to applicable law and the provisions of Sections 4.1 through 4.6 hereof and to the other
terms and conditions of this Deposit Agreement, only the Holders of record at the close of business in New York on such ADS Record
Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation,
or otherwise take action.


 


SECTION 4.8  Voting
of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which
the holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities,
the Depositary shall fix the ADS Record Date in respect of such meeting or such solicitation of consents or proxies. The Depositary
shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action
if the request shall not have been received by the Depositary at least 30 Business Days prior to the date of such vote or meeting)
and at the Company’s expense, and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or
by electronic mail or as otherwise may be agreed between the Company and the Depositary in writing from time to time) or otherwise
distribute as soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation
of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject
to any applicable law, the provisions of this Deposit Agreement, the Company’s Memorandum and Articles of Association and
the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the
Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented
by such Holder’s American Depositary Shares; and (c) a brief statement as to the manner in which such voting instructions
may be given to the Depositary, or in which instructions may be deemed to have been given in accordance with this Section 4.8,
including an express indication that instructions may be given (or be deemed to have been given in accordance with the immediately
following paragraph of this section if no instruction is received) to the Depositary to give a discretionary proxy to a person
or persons designated by the Company. Voting instructions may be given only in respect of a number of American Depositary Shares
representing an integral number of Deposited Securities. Upon the timely receipt of voting instructions of a Holder on the ADS
Record Date in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under
applicable law, the provisions of this Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions
of or governing the Deposited Securities, to vote or cause the Custodian to vote the Deposited Securities (in person or by proxy)
represented by American Depositary Shares evidenced by such Receipt in accordance with such voting instructions.


 






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In the event that (i) the Depositary timely
receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities
represented by such Holder’s ADSs or (ii) no timely instructions are received by the Depositary from a Holder with respect
to any of the Deposited Securities represented by the ADSs held by such Holder on the ADS Record Date, the Depositary shall (unless
otherwise specified in the notice distributed to Holders) deem such Holder to have instructed the Depositary to give a discretionary
proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall give a discretionary
proxy to a person designated by the Company to vote such Deposited Securities, provided, however, that no such instruction shall
be deemed to have been 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 to give such proxy, (y) the Company is aware or should reasonably be aware that substantial
opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the
outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of
holders of Deposited Securities, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting
from such notification.


 


In the event that voting on any resolution
or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary will
refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary
from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution
and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basis.


 


Neither the Depositary nor the Custodian
shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt
to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Deposited Securities
represented by ADSs except pursuant to and in accordance with such written instructions from Holders, including the deemed instruction
to the Depositary to give a discretionary proxy to a person designated by the Company. Deposited Securities represented by ADSs
for which (i) no timely voting instructions are received by the Depositary from the Holder, or (ii) timely voting instructions
are received by the Depositary from the Holder but such voting instructions fail to specify the manner in which the Depositary
is to vote the Deposited Securities represented by such Holder’s ADSs, shall be voted in the manner provided in this Section
4.8. Notwithstanding anything else contained herein, and subject to applicable law, regulation and the Memorandum and Articles
of Association, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or
not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for
the purpose of establishing quorum at a meeting of shareholders.


 


There can be no assurance that Holders
or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient
time to enable the Holder to return voting instructions to the Depositary in a timely manner.


 






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Notwithstanding the above, save for applicable
provisions of the law of the Cayman Islands, and in accordance with the terms of Section 5.3 hereof, the Depositary shall
not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such
vote is cast or the effect of such vote.


 


SECTION 4.9  Changes
Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other
reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or
sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary
or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall,
to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject
to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive
such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall
so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s
expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations),
execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding
Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications
to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities
and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration
Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing,
in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the
Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s
expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities
at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds
of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary
and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or
other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the
extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall
not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to
Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with
such sale or (iii) any liability to the purchaser of such securities.


 


SECTION 4.10  Available
Information.  The Company is subject to the periodic reporting requirements of the Exchange Act applicable to foreign
private issuers (as defined in Rule 405 of the Securities Act) and accordingly files certain information with the Commission. These
reports and documents can be inspected and copied at the Commission’s website at www.sec.gov or at the public reference facilities
maintained by the Commission located at 100 F Street, N.E., Washington D.C. 20549, U.S.A.


 






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SECTION 4.11  Reports.  The
Depositary shall make available during normal business hours on any Business Day for inspection by Holders at its Corporate Trust
Office any reports and communications, including any proxy soliciting materials, received from the Company which are both received
by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Securities and made generally
available to the holders of such Deposited Securities by the Company. The Company agrees to provide to the Depositary, at the Company’s
expense, all such documents that it provides to the Custodian. Unless otherwise agreed in writing by the Company and the Depositary,
the Depositary shall, at the expense of the Company and in accordance with Section 5.6 hereof, also mail to Holders by regular,
ordinary mail delivery or by electronic transmission (if agreed by the Company and the Depositary) copies of notices and reports
when furnished by the Company pursuant to Section 5.6 hereof.


 


SECTION 4.12  List
of Holders.  Promptly upon written 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 4.13  Taxation;
Withholding.  The Depositary will, and will instruct the Custodian to, forward to the Company or its agents such
information from its records as the Company may request to enable the Company or its agents to file necessary tax reports with
governmental authorities or agencies. The Depositary, the Custodian or the Company and its agents may, but shall not be obligated
to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect
of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners
of American Depositary Shares may be required from time to time, and in a timely manner to provide and/or file such proof of taxpayer
status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties,
or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper to fulfill the
Depositary’s or the Custodian’s obligations under applicable law. The Holders and Beneficial Owners shall indemnify
the Depositary, the Company, the Custodian, the Agents and their respective directors, officers, 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 by
the Beneficial Owner or Holder or out of or in connection with any inaccuracy in or omission from any such proof, certificate,
representation, warranty, information or document furnished by or on behalf of such Holder or Beneficial Owner. The obligations
of Holders and Beneficial Owners under this Section 4.13 shall survive any transfer of Receipts, any surrender of Receipts and
withdrawal of Deposited Securities or the termination of this Deposit Agreement.


 


The Company shall remit to the appropriate
governmental authority or agency any amounts required to be withheld by the Company and owing to such governmental authority or
agency. Upon any such withholding, the Company shall remit to the Depositary information, in a form reasonably satisfactory to
the Depositary, about such taxes and/or governmental charges withheld or paid, and, if so requested, the tax receipt (or other
proof of payment to the applicable governmental authority) therefor. The Depositary shall, to the extent required by U.S. law,
report to Holders (i) any taxes withheld by it; (ii) any taxes withheld by the Custodian, subject to information being
provided to the Depositary by the Custodian and (iii) any taxes withheld by the Company, subject to information being provided
to the Depositary by the Company. The Depositary and the Custodian shall not be required to provide the Holders with any evidence
of the remittance by the Company (or its agents) of any taxes withheld, or of the payment of taxes by the Company, except to the
extent the evidence is provided by the Company to the Depositary. 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.


 






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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 shall withhold the amount required to be withheld and 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 and/or charges and the Depositary
shall distribute the net proceeds of any such sale after deduction of such taxes and/or charges to the Holders entitled thereto
in proportion to the number of American Depositary Shares held by them respectively.


 


The Depositary is under no obligation to
provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary 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
American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries)
being treated as a “Passive Foreign Investment Company” (as defined in the U.S. Internal Revenue Code of 1986, as amended
and the regulations issued thereunder) or otherwise.


 


ARTICLE V.



THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY


 


SECTION 5.1  Maintenance
of Office and Transfer Books by the Registrar.  Until termination of this Deposit Agreement in accordance with its
terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough
of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers,
combination and split-up of Receipts, the surrender of Receipts and the Delivery and withdrawal of Deposited Securities in accordance
with the provisions of this Deposit Agreement.


 


The Depositary or the Registrar as applicable,
shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection
by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary’s or the
Registrar’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object
other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts.


 


The Depositary or the Registrar, as applicable,
may close the transfer books with respect to the Receipts, at any time and from time to time, when deemed necessary or advisable
by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company.


 


If any Receipts or the American Depositary
Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary
shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations
and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar
or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.


 






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If any Receipts or the American Depositary
Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary
shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with
the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any
other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide
the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements,
to the extent that the Company may lawfully do so.


 


Each Registrar and co-registrar appointed
under this Section 5.1 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the
applicable terms of the Deposit Agreement.


 


SECTION 5.2  Exoneration.  None
of the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions
of this Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary,
the Custodian or the Company or their respective controlling persons or agents (including without limitation, the Agents) shall
be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement,
by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands
or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible
criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association
or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond
its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil
unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise,
any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing
Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective
controlling persons or agents (including without limitation, the Agents) in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof,
or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability
by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders
of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary
Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement
or otherwise.


 


The Depositary, its controlling persons,
its agents (including without limitation, the Agents), the Custodian and the Company, its controlling persons and its agents may
rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine
and to have been signed or presented by the proper party or parties.


 






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


 


SECTION 5.3  Standard
of Care.  The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents
(including without limitation, the Agents) assume no obligation and shall not be subject to any liability under this Deposit Agreement
or any Receipts to any Holder(s) or Beneficial Owner(s) or other persons, except in accordance with Section 5.8 hereof, provided,
that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including without
limitation, the Agents) agree to perform their respective obligations specifically set forth in this Deposit Agreement or the applicable
ADRs without gross negligence or willful misconduct.


 


Without limitation of the foregoing, neither
the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, affiliates, employees or
agents (including without limitation, the Agents), shall be under any obligation to appear in, prosecute or defend any action,
suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve
it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel)
and liabilities be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect
to such proceedings, the responsibility of the Custodian being solely to the Depositary).


 


The Depositary and its directors, officers,
affiliates, employees and agents (including without limitation, the Agents) shall not be liable for any failure to carry out any
instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effects of any vote. The
Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably
practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy
of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the
validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or
Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit
Agreement or for the failure or timeliness of any notice from the Company, or for any action or non action by it in reliance upon
the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or
any other person believed by it in good faith to be competent to give such advice or information. The Depositary and its agents
(including without limitation, the Agents) 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 gross negligence or willful misconduct while it acted as Depositary.


 


SECTION 5.4  Resignation
and Removal of the Depositary; Appointment of Successor Depositary.  The Depositary may at any time resign as Depositary
hereunder by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the
90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed
by the Company, be entitled to take the actions contemplated in Section 6.2 hereof) and (ii) the appointment by the Company
of a successor depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or
expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company
and the Depositary from time to time shall be paid to the Depositary prior to such resignation.


 






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The Company shall use reasonable efforts
to appoint such successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery
by the Depositary of written notice of resignation as provided in this Section 5.4. In the event that notice of the appointment
of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled
to take the actions contemplated in Section 6.2 hereof.


 


The Depositary may at any time be removed
by the Company by written notice of such removal, which removal shall be effective on the later of (i) the 90th day after
delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2
hereof if a successor depositary has not been appointed), and (ii)  the appointment by the Company of a successor depositary
and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary
hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time
to time shall be paid to the Depositary prior to such removal.


 


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 be
required by the Company to 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 (except as required by applicable law), shall
become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary, 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 as contemplated in Sections 5.8 and 5.9 hereof),
(ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities to such successor, and (iii) deliver
to such successor a list of the Holders of all outstanding Receipts and such other information relating to Receipts and Holders
thereof as the successor may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to
such Holders.


 


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 and, notwithstanding anything to the contrary in this Deposit Agreement, the Depositary may assign or otherwise
transfer all or any of its rights and benefits under this Deposit Agreement (including any cause of action arising in connection
with it) to Deutsche Bank AG or any branch thereof or any entity which is a direct or indirect subsidiary or other affiliate of
Deutsche Bank AG.


 






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SECTION 5.5  The
Custodian.  The Custodian or its successors in acting hereunder shall be subject at all times and in all respects
to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible
solely to it. If any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and
no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian. The Depositary
shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records
maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated
by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional
entity to act as Custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities
and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. After
any such change, the Depositary shall give notice thereof in writing to all Holders.


 


Upon the appointment of any successor depositary,
any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited
Securities without any further act or writing and shall be subject to the direction of the successor depositary. 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 to act on the direction of such
successor depositary.


 


SECTION 5.6  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 by such holders other than at a meeting, or of the taking of any action in respect of any cash or other distributions or
the offering of any rights in respect of Deposited Securities, the Company shall 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 shall also furnish to the Custodian and the Depositary a summary, in English, of any applicable provisions or proposed
provisions of the Memorandum and Articles of Association that may be relevant or pertain to such notice of meeting or be the subject
of a vote thereat.


 


The Company will also transmit to the Depositary
(a) English language versions of the other notices, reports and communications which are made generally available by the Company
to holders of its Shares or other Deposited Securities and (b) English language versions of the Company’s annual and
other reports prepared in accordance with the applicable requirements of the Commission. The Depositary shall arrange, at the request
of the Company and at the Company’s expense, for the mailing of copies thereof to all Holders, or by any other means as agreed
between the Company and the Depositary (at the Company’s expense) or make such notices, reports and other communications
available for inspection by all Holders, provided, that, the Depositary shall have received evidence sufficiently satisfactory
to it, including in the form of an Opinion of Counsel regarding U.S. law or of any other applicable jurisdiction, furnished at
the expense of the Company, as the Depositary reasonably requests, that the distribution of such notices, reports and any such
other communications to Holders from time to time is valid and does not or will not infringe any local, U.S. or other applicable
jurisdiction regulatory restrictions or requirements if so distributed and made available to Holders. 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 of the
Memorandum and Articles of Association along with the provisions of or governing the Shares and any other Deposited Securities
issued by the Company or any Affiliate of the Company, in connection with the Shares, in each case, to the extent not in English,
along with a certified English translation thereof, and promptly upon any amendment thereto or change therein, the Company shall
deliver to the Depositary and the Custodian a copy of such amendment thereto or change therein, to the extent not in English, along
with a certified English translation thereof. The Depositary may rely upon such copy for all purposes of this Deposit Agreement.


 






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The Depositary will make available, at
the expense of the Company, a copy of any such notices, reports or communications issued by the Company and delivered to the Depositary
for inspection by the Holders of the Receipts evidencing the American Depositary Shares representing such Shares governed by such
provisions at the Depositary’s Corporate Trust Office, at the office of the Custodian and at any other designated transfer
office.


 


SECTION 5.7  Issuance
of Additional Shares, ADSs etc.  The Company agrees that in the event it or any of its Affiliates proposes (i) an
issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited
Securities, (iii) an issuance of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to
subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a
redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies,
relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets, (viii) any
reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited
Securities or (ix) a distribution of property other than cash, Shares or rights to purchase additional Shares it will obtain U.S.
legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial
Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation,
the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In
support of the foregoing, the Company will furnish to the Depositary at its request, at the Company’s expense, (a) a
written opinion of U.S. counsel (satisfactory to the Depositary) stating whether or not application of such transaction to Holders
and Beneficial Owners (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt
from the registration requirements of the Securities Act and/or (3) dealing with such other issues requested by the Depositary;
(b) a written opinion of Cayman Islands counsel (satisfactory to the Depositary) stating that (1) making the transaction
available to Holders and Beneficial Owners does not violate the laws or regulations of the Cayman Islands and (2) all requisite
regulatory consents and approvals have been obtained in the Cayman Islands; and (c) as the Depositary may request, a written Opinion
of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available
to such Holders or Beneficial Owners does not violate the laws or regulations of such jurisdiction. If the filing of a registration
statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received
evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution
is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction
is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent
necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct
the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from
violating the registration requirements of the Securities Act.


 


The Company agrees with the Depositary
that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities,
either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company
or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into
or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such
transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration
statement has been declared effective).


 






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Notwithstanding anything else contained
in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement
in respect of any proposed transaction.


 


SECTION 5.8  Indemnification.  The
Company agrees to indemnify the Depositary, any Custodian and each of their respective directors, officers, employees, agents (including
without limitation, the Agents) and Affiliates against, and hold each of them harmless from, any losses, liabilities, taxes, costs,
claims, judgments, proceedings, actions, demands and any charges or expenses of any kind whatsoever (including, but not limited
to, reasonable fees and expenses of counsel together with, in each case, value added tax and any similar tax charged or otherwise
imposed in respect thereof) (collectively referred to as “Losses”) which the Depositary or any agent (including
without limitation, the Agents) thereof may incur or which may be made against it as a result of or in connection with its appointment
or the exercise of its powers and duties under this Agreement or that may arise (a) out of or in connection with any offer,
issuance, sale, resale, transfer, deposit or withdrawal of Receipts, American Depositary Shares, the Shares, or other Deposited
Securities, as the case may be, (b) out of or in connection with any offering documents in respect thereof or (c) out
of or in connection with acts performed or omitted, including, but not limited to, any delivery by the Depositary on behalf of
the Company of information regarding the Company in connection with this Deposit Agreement, the Receipts, the American Depositary
Shares, the Shares, or any Deposited Securities, in any such case (i) by the Depositary, the Custodian or any of their respective
directors, officers, employees, agents (including without limitation, the Agents) and Affiliates, except to the extent any such
Losses arise out of the gross negligence or wilful misconduct of any of them, or (ii) by the Company or any of its directors,
officers, employees, agents and Affiliates.


 


The Depositary agrees to indemnify the
Company and hold it harmless from any Losses which may arise out of acts performed or omitted to be performed by the Depositary
arising out of its gross negligence or wilful misconduct. Notwithstanding the above, in no event shall the Depositary or any of
its directors, officers, employees, agents (including without limitation, the Agents) and/or Affiliates be liable for any special,
consequential, indirect or punitive damages to the Company, Holders, Beneficial Owners or any other person.


 


Any person seeking indemnification hereunder
(an “Indemnified Person”) shall notify the person from whom it is seeking indemnification (the “Indemnifying
Person”) of the commencement of any indemnifiable action or claim promptly after such Indemnified Person becomes aware
of such commencement (provided that the failure to make such notification shall not affect such Indemnified Person’s rights
to indemnification except to the extent the Indemnifying Person is materially prejudiced by such failure) and shall consult in
good faith with the Indemnifying Person as to the conduct of the defense of such action or claim that may give rise to an indemnity
hereunder, which defense shall be reasonable under the circumstances. No Indemnified Person shall compromise or settle any action
or claim that may give rise to an indemnity hereunder without the consent of the Indemnifying Person, which consent shall not be
unreasonably withheld.


 






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


 


SECTION 5.9  Fees
and Charges of Depositary.  The Company, the Holders, the Beneficial Owners, and persons depositing Shares or surrendering
ADSs for cancellation and withdrawal of Deposited Securities shall be required to pay to the Depositary the Depositary’s
fees and related charges identified as payable by them respectively as provided for under Article (9) of the Receipt. All
fees and charges so payable may, at any time and from time to time, be changed by agreement between the Depositary and the Company,
but, in the case of fees and charges payable by Holders and Beneficial Owners, only in the manner contemplated in Section 6.1
hereof. The Depositary shall provide, without charge, a copy of its latest fee schedule to anyone upon request.


 


The Depositary and the Company may reach
separate agreement in relation to the payment of any additional remuneration to the Depositary in respect of any exceptional duties
which the Depositary finds necessary or desirable and agreed by both parties in the performance of its obligations hereunder and
in respect of the actual costs and expenses of the Depositary in respect of any notices required to be given to the Holders in
accordance with Article (20) of the Receipt.


 


In connection with any payment by the Company
to the Depositary:


 


		(i)	all fees, taxes, duties, charges, costs and expenses which are payable by the Company shall be
paid or be procured to be paid by the Company (and any such amounts which are paid by the Depositary shall be reimbursed to the
Depositary by the Company upon demand therefor);



 


		(ii)	such payment shall be subject to all necessary applicable exchange control and other consents and
approvals having been obtained. The Company undertakes to use its reasonable endeavours to obtain all necessary approvals that
are required to be obtained by it in this connection; and



 


		(iii)	the Depositary may request, in its sole but reasonable discretion after reasonable consultation
with the Company, an Opinion of Counsel regarding U.S. law, the laws of the Cayman Islands or of any other relevant jurisdiction,
to be furnished at the expense of the Company, if at any time it deems it necessary to seek such an Opinion of Counsel regarding
the validity of any action to be taken or instructed to be taken under this Agreement.



 


The Company agrees to promptly pay to the
Depositary such other fees, charges and expenses and to reimburse the Depositary for such out-of-pocket expenses as the Depositary
and the Company may agree to in writing from time to time. Responsibility for payment of such charges may at any time and from
time to time be changed by agreement between the Company and the Depositary.


 


All payments by the Company to the Depositary
under this Section 5.9 shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding
for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature,
imposed by the Cayman Islands or by any department, agency or other political subdivision or taxing authority thereof or therein,
and all interest, penalties or similar liabilities with respect thereto.


 






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The right of the Depositary to receive
payment of fees, charges and expenses as provided above shall survive the termination of this Deposit Agreement. As to any Depositary,
upon the resignation or removal of such Depositary as described in Section 5.4 hereof, such right shall extend for those fees,
charges and expenses incurred prior to the effectiveness of such resignation or removal.


 


SECTION 5.10  Restricted
Securities Owners/Ownership Restrictions.  From time to time or upon request of the Depositary, 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 and the Company shall update such list on a regular basis. The Depositary may rely on such list or update
but shall not be liable for any action or omission made in reliance thereon. The Company agrees to advise in writing each of the
persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible
for deposit hereunder and, to the extent practicable, shall require each of such persons to represent in writing that such person
will not deposit Restricted Securities hereunder. Holders and Beneficial Owners shall comply with any limitations on ownership
of Shares under the Memorandum and Articles of Association or applicable Cayman Islands law as if they held the number of Shares
their ADSs represent. The Company shall, in accordance with Article (24) of the Receipt, inform Holders and Beneficial Owners
and the Depositary of any other limitations on ownership of Shares that the Holders and Beneficial Owners may be subject to by
reason of the number of ADSs held under the Articles of Association or applicable Cayman Islands law, as such restrictions may
be in force from time to time.


 


The Company may, in its sole discretion,
but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial
Owner pursuant to the Memorandum and Articles of Association, including but not limited to, the removal or limitation of voting
rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADRs held
by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable
law and the Memorandum and Articles of Association; provided that any such measures are practicable and legal and can be undertaken
without undue burden or expense, and provided further the Depositary’s agreement to the foregoing is conditional upon it
being advised of any applicable changes in the Memorandum and Articles of Association. The Depositary shall have no liability for
any actions taken in accordance with such instructions.


 






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ARTICLE VI.



AMENDMENT AND TERMINATION


 


SECTION 6.1  Amendment/Supplement.  Subject
to the terms and conditions of this Section 6.1 and applicable law, the Receipts outstanding at any time, the provisions of
this Deposit Agreement and the form of Receipt attached hereto and to be issued under the terms hereof may at any time and from
time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may
deem necessary or desirable and not materially prejudicial to the Holders without the consent of the Holders or Beneficial Owners.
Any amendment or supplement which shall impose or increase any fees or charges (other than charges in connection with foreign exchange
control regulations, and taxes and/or other governmental charges, delivery and other such expenses payable by Holders or Beneficial
Owners), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not,
however, become effective as to outstanding Receipts until 30 days after notice of such amendment or supplement shall have
been given to the Holders of outstanding Receipts. Notice of any amendment to the Deposit Agreement or form of Receipts 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 and Beneficial Owners to retrieve or receive the text of such amendment (i.e., upon retrieval from the Commission’s,
the Depositary’s or the Company’s website or upon request from the Depositary).The parties hereto agree that any amendments or
supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the American
Depositary Shares to be registered on Form F-6 under the Securities Act or (b) the American Depositary Shares or the 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 materially prejudice any substantial rights of Holders or Beneficial Owners. Every
Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold
such American Depositary Share or Shares, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement
as amended and supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender
such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions
of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would
require amendment or supplement of the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend
or supplement the Deposit Agreement and the Receipt 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 with such laws, rules or regulations.


 






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SECTION 6.2  Termination.  The
Depositary shall, at any time at the written direction of the Company, terminate this Deposit Agreement by mailing notice of such
termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such
termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance
with the terms of this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the
Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after
(i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company
shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary
shall not have been appointed and accepted its appointment as provided in Section 5.4 hereof, the Depositary may terminate
this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days
prior to the date fixed for such termination. On and after the date of termination of this Deposit Agreement, each Holder will,
upon surrender of such Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary
for the surrender of Receipts referred to in Section 2.6 hereof and subject to the conditions and restrictions therein set
forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to Delivery, to him or upon his order,
of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination
of this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary
shall suspend the distribution of dividends to the Holders 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 or other property as provided in this Deposit Agreement, and shall continue to Deliver
Deposited Securities, subject to the conditions and restrictions set forth in Section 2.6 hereof, 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, or charging, as the case may be, in each case, the charges of the
Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions
of this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration
of six months from the date of termination of this Deposit Agreement, 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,
in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have
not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under this Deposit
Agreement with respect to the Receipts and the Shares, Deposited Securities and American Depositary Shares, except to account for
such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the charges of the Depositary
for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of this
Deposit Agreement and any applicable taxes and/or governmental charges or assessments). Upon the termination of this Deposit Agreement,
the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary
hereunder. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding
as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when
the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement
and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or
reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is
claimed after such effective date of termination).


 


Notwithstanding anything contained in the
Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and
without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities
represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares
program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject
however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares
program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement
of the applicable expenses incurred by, the Depositary.


 






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ARTICLE VII.



MISCELLANEOUS


 


SECTION 7.1  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
together shall constitute one and the same agreement. Copies of this Deposit Agreement shall be maintained with the Depositary
and shall be open to inspection by any Holder during business hours.


 


SECTION 7.2  No
Third-Party Beneficiaries.  This Deposit Agreement is for the exclusive benefit of the parties hereto (and their
successors) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except
to the extent specifically set forth in this Deposit Agreement. Nothing in this Deposit Agreement shall be deemed to give rise
to a partnership or joint venture among the parties hereto nor establish a fiduciary or similar relationship among the parties.
The parties hereto acknowledge and agree that (i) the Depositary and its Affiliates may at any time have multiple banking
relationships with the Company and its Affiliates, (ii) the Depositary and its Affiliates may be engaged at any time in transactions
in which parties adverse to the Company or the Holders or Beneficial Owners may have interests and (iii) nothing contained
in this Agreement shall (a) preclude the Depositary or any of its Affiliates from engaging in such transactions or establishing
or maintaining such relationships, or (b) obligate the Depositary or any of its Affiliates to disclose such transactions or
relationships or to account for any profit made or payment received in such transactions or relationships.


 


SECTION 7.3  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 7.4  Holders
and Beneficial Owners as Parties; Binding Effect.  The Holders and Beneficial Owners from time to time of American
Depositary Shares shall be parties to the Deposit Agreement and shall be bound by all of the terms and conditions hereof and of
any Receipt by acceptance hereof or any beneficial interest therein.


 


SECTION 7.5  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 first-class
mail, air courier or cable, telex, facsimile transmission or electronic transmission, confirmed by letter, addressed to Puyi Inc.,
42F, Pearl River Tower, No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe, Guangzhou, Guangdong Province, People’s Republic
of China 510623, Attention: Mr. Yu Haifeng, telephone: +86-020-28381666, E-mail: yuhaifeng@puyiwm.com, or to any other address
which the Company may specify in writing to the Depositary or at which it may be effectively given such notice in accordance with
applicable law.


 


Any and all notices to be given to the
Depositary shall be deemed to have been duly given if personally delivered or sent by first-class mail, air courier or cable, telex,
facsimile transmission or by electronic transmission (if agreed by the Company and the Depositary), at the Company’s expense,
unless otherwise agreed in writing between the Company and the Depositary, confirmed by letter, addressed to Deutsche Bank Trust
Company Americas, 60 Wall Street, New York, New York 10005, USA, Attention: ADR Department, telephone: +1 212 250-9100, facsimile:
+ 1 212 797 0327 or to any other address which the Depositary may specify in writing to the Company.


 






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Any and all notices to be given to any
Holder shall be deemed to have been duly given if personally delivered or sent by first-class mail or cable, telex, facsimile transmission
or by electronic transmission (if agreed by the Company and the Depositary), at the Company’s expense, unless otherwise agreed
in writing between the Company and the Depositary, addressed to such Holder at the address of such Holder as it appears on the
transfer books for Receipts of the Depositary, or, if such Holder shall have filed with the Depositary a written request that notices
intended for such Holder be mailed to some other address, at the address specified in such request. Notice to Holders shall be
deemed to be notice to Beneficial Owners for all purposes of this Deposit Agreement.


 


Delivery of a notice sent by mail, air
courier or cable, telex, facsimile or electronic 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, facsimile or electronic transmission) is deposited,
postage prepaid, in a post-office letter box or delivered to an air courier service. The Depositary or the Company may, however,
act upon any cable, telex, facsimile or electronic transmission received by it from the other or from any Holder, notwithstanding
that such cable, telex, facsimile or electronic transmission shall not subsequently be confirmed by letter as aforesaid, as the
case may be.


 


SECTION 7.6  Governing
Law and Jurisdiction.  This Deposit Agreement and the Receipts shall be interpreted in accordance with, and all rights
hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference
to the principles of choice of law thereof. Subject to the Depositary’s rights under the third paragraph of this Section 7.6, the
Company and the Depositary agree that the federal or state courts in the City of New York shall have exclusive jurisdiction to
hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection
with this Deposit Agreement and, for such purposes, each irrevocably submits to the exclusive jurisdiction of such courts. Notwithstanding
the above, the parties hereto agree that any judgment and/or order from any such New York court can be enforced in any court having
jurisdiction thereof. The Company hereby irrevocably designates, appoints and empowers Cogency Global Inc. (the “Process
Agent”), located at 10 E. 40th Street, 10th Floor, New York, New York 10016, as its authorized
agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any
and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the
Company in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.6. If for
any reason the Process Agent shall cease to be available to act as such, the Company agrees to designate a new agent in the City
of New York on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further
hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit,
action or proceeding against the Company, by service by mail of a copy thereof upon the Process Agent (whether or not the appointment
of such Process Agent shall for any reason prove to be ineffective or such Process Agent shall fail to accept or acknowledge such
service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section
7.5 hereof. The Company agrees that the failure of the Process Agent to give any notice of such service to it shall not impair
or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.


 






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The Company irrevocably and unconditionally
waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions,
suits or proceedings brought in any court as provided in this Section 7.6, and hereby further irrevocably and unconditionally waives
and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been
brought in an inconvenient forum.


 


The Company, the Depositary and by holding
an American Depositary Share (or interest therein) Holders and Beneficial Owners each agree that, notwithstanding the foregoing,
with regard to any claim or dispute or difference of whatever nature between or involving the parties hereto arising directly or
indirectly from the relationship created by this Deposit Agreement, the Depositary, in its sole discretion, shall be entitled to
refer such dispute or difference for final settlement by arbitration (“Arbitration”) in accordance with the
Commercial Arbitration Rules of the American Arbitration Association (the “Rules”) then in force. The arbitration
shall be conducted by three arbitrators, one nominated by the Depositary, one nominated by the Company, and one nominated by the
two party-appointed arbitrators within 30 calendar days of the confirmation of the nomination of the second arbitrator. If any
arbitrator has not been nominated within the time limits specified herein and in the Rules, then such arbitrator shall be appointed
by the American Arbitration Association in accordance with the Rules. Judgment upon the award rendered by the arbitrators may be
enforced in any court having jurisdiction thereof. The seat and place of any reference to arbitration shall be New York City, New
York, and the procedural law of such arbitration shall be New York law. The language to be used in the arbitration shall be English.
The fees of the arbitrator and other costs incurred by the parties in connection with such Arbitration shall be paid by the party
or parties that is (are) unsuccessful in such Arbitration. For the avoidance of doubt this paragraph does not preclude Holders
and Beneficial Owners from pursuing claims under the Securities Act or the Exchange Act in federal courts.


 


Holders and Beneficial Owners understand,
and holding an American Depositary Share or an interest therein, such Holders and Beneficial Owners each irrevocably agree that
any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit
Agreement, American Depositary Shares, Receipts or the transactions contemplated hereby or thereby or by virtue of ownership thereof,
may only be instituted in a state or federal court in New York, New York, and by holding an American Depositary Share or an interest
therein each 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 exclusive jurisdiction of such courts in any such suit, action or proceeding. Holders and Beneficial
Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of
American Depositary Shares or interests therein.


 


EACH PARTY TO THE DEPOSIT
AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ANY 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).


 






    34


     


    

 


The provisions of this Section 7.6
shall survive any termination of this Deposit Agreement, in whole or in part.


 


SECTION 7.7  Assignment.  Subject
to the provisions and exceptions set forth in Section 5.4 hereof, this Deposit Agreement may not be assigned by either the
Company or the Depositary.


 


SECTION 7.8  Agents.  The
Depositary shall be entitled, in its sole but reasonable discretion, to appoint one or more agents (the “Agents”)
of which it shall have control for the purpose, inter alia, of making distributions to the Holders or otherwise carrying
out its obligations under this Agreement.


 


SECTION 7.9  Affiliates
etc.  The Depositary reserves the right to utilize and retain a division or Affiliate(s) of the Depositary to direct,
manage and/or execute any public and/or private sale of Shares, rights, securities, property or other entitlements hereunder and
to engage in the conversion of Foreign Currency hereunder.  It is anticipated that such division and/or Affiliate(s) will
charge the Depositary a fee and/or commission in connection with each such transaction, and seek reimbursement of its costs and
expenses related thereto.  Such fees/commissions, costs and expenses, shall be deducted from amounts distributed hereunder
and shall not be deemed to be fees of the Depositary under Article (9) of the Receipt or otherwise. Persons are advised that in
converting foreign currency into U.S. dollars the Depositary may utilize Deutsche Bank AG or its affiliates (collectively, “DBAG”)
to effect such conversion by seeking to enter into a foreign exchange (“FX”) transaction with DBAG. When converting
currency, the Depositary is not acting as a fiduciary for the holders or beneficial owners of depositary receipts or any other
person. Moreover, in executing FX transactions, DBAG will be acting in a principal capacity, and not as agent, fiduciary or broker,
and may hold positions for its own account that are the same, similar, different or opposite to the positions of its customers,
including the Depositary. When the Depositary seeks to execute an FX transaction to accomplish such conversion, customers should
be aware that DBAG is a global dealer in FX for a full range of FX products and, as a result, the rate obtained in connection with
any requested foreign currency conversion may be impacted by DBAG executing FX transactions for its own account or with another
customer. In addition, in order to source liquidity for any FX transaction relating to any foreign currency conversion, DBAG may
internally share economic terms relating to the relevant FX transaction with persons acting in a sales or trading capacity for
DBAG or one of its agents. DBAG may charge fees and/or commissions to the Depositary or add a mark-up in connection with such conversions,
which are reflected in the rate at which the foreign currency will be converted into U.S. dollars. The Depositary, its Affiliates
and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs.


 


SECTION 7.10  Exclusivity.  The
Company agrees not to appoint any other depositary for the issuance or administration of depositary receipts evidencing any class
of stock of the Company so long as Deutsche Bank Trust Company Americas is acting as Depositary hereunder.


 


SECTION 7.11  Compliance
with U.S. Securities Laws.  Notwithstanding anything in this Deposit Agreement to the contrary, the withdrawal or
Delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction
I.A.(1) of the General Instructions to Form F-6 Registration Statement, as amended from time to time, under the Securities
Act.


 


SECTION 7.12  Titles.  All
references in this Deposit Agreement to exhibits, Articles, sections, subsections, and other subdivisions refer to the exhibits,
Articles, sections, subsections and other subdivisions of this Deposit Agreement unless expressly provided otherwise. The words
“this Deposit Agreement”, “herein”, “hereof”, “hereby”,
“hereunder”, and words of similar import refer to the Deposit Agreement as a whole as in effect between the
Company, the Depositary and the Holders and Beneficial Owners of ADSs and not to any particular subdivision unless expressly so
limited. Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender, and words in the singular
form shall be construed to include the plural and vice versa unless the context otherwise requires. Titles to sections of this
Deposit Agreement are included for convenience only and shall be disregarded in construing the language contained in this Deposit
Agreement.


 




    35


     


    

 


IN WITNESS WHEREOF, PUYI INC. and DEUTSCHE BANK TRUST COMPANY
AMERICAS have duly executed this Deposit Agreement as of the day and year first above set forth and all Holders and Beneficial
Owners shall become parties hereto upon acceptance by them of American Depositary Shares evidenced by Receipts issued in accordance
with the terms hereof.


 


	 	PUYI INC.
	 	 	 
	 	By:	                       
	 	 	Name:
	 	 	Title:
	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




  




    36


     


    

EXHIBIT
A


 


CUSIP________


 


ISIN________


 


		 	American
Depositary 

Shares (Every two

American Depositary 

Shares

representing three

Fully Paid Ordinary

 Shares (with each 

American Depositary

 Share representing 1.5

 Fully Paid Ordinary 

Shares)




 


[FORM
OF FACE OF RECEIPT]


 


AMERICAN
DEPOSITARY RECEIPT


 


for


 


AMERICAN
DEPOSITARY SHARES


 


representing


 


DEPOSITED
ORDINARY SHARES


 


of


 


PUYI
INC.


 


(Incorporated
under the laws of the Cayman Islands)


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS, as depositary (herein called the “Depositary”), hereby certifies that ________________
is the owner of ______________ American Depositary Shares (hereinafter “ADS”), representing deposited ordinary
shares, each of Par Value of U.S. $0.001 including evidence of rights to receive such ordinary shares (the “Shares”)
of Puyi Inc., a company incorporated under the laws of the Cayman Islands (the “Company”). As of the date of
the Deposit Agreement (hereinafter referred to), every two ADSs represent three Shares (with each American Depositary Share representing
1.5 Shares) deposited under the Deposit Agreement with the Custodian which at the date of execution of the Deposit Agreement is
Deutsche Bank AG, Hong Kong Branch (the “Custodian”). The ratio of Depositary Shares to shares of stock is
subject to subsequent amendment as provided in Article IV of the Deposit Agreement. The Depositary’s Corporate Trust Office
is located at 60 Wall Street, New York, New York 10005, U.S.A.


 



    A-1


     


    

 


(1)
The Deposit Agreement. This American Depositary Receipt is one of an issue of American Depositary Receipts (“Receipts”),
all issued or to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of [●], 2019 (as amended
from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders and
Beneficial Owners from time to time of Receipts issued thereunder, each of whom by accepting a Receipt agrees to become a party
thereto and becomes bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights and obligations
of Holders and Beneficial Owners of 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, other securities, property and cash are herein called “Deposited Securities”). Copies of the
Deposit Agreement are on file at the Corporate Trust Office of the Depositary and the Custodian.


 


Each
owner and each Beneficial Owner, 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 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).


 


The
statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and the Memorandum
and Articles of Association (as in effect on the date of the Deposit Agreement) and are qualified by and subject to the detailed
provisions of the Deposit Agreement, to which reference is hereby made. All capitalized terms used herein which are not otherwise
defined herein shall have the meanings ascribed thereto in the Deposit Agreement. To the extent there is any inconsistency between
the terms of this Receipt and the terms of the Deposit Agreement, the terms of the Deposit Agreement shall prevail. Prospective
and actual Holders and Beneficial Owners are encouraged to read the terms of the Deposit Agreement. The Depositary makes no representation
or warranty as to the validity or worth of the Deposited Securities. The Depositary has made arrangements for the acceptance of
the American Depositary Shares into DTC. Each Beneficial Owner of American Depositary Shares held through DTC must rely on the
procedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable to such American Depositary
Shares. The Receipt evidencing the American Depositary Shares held through DTC will be registered in the name of a nominee of
DTC. So long as the American Depositary Shares are held through DTC or unless otherwise required by law, ownership of beneficial
interests in the Receipt registered in the name of DTC (or its nominee) will be shown on, and transfers of such ownership will
be effected only through, records maintained by (i) DTC (or its nominee), or (ii) DTC Participants (or their nominees).


  






    A-2


     


    

 


(2)
Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender, at the Corporate Trust Office of the Depositary,
of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment
of (i) the fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts
(as set forth in Section 5.9 of the Deposit Agreement and Article (9) hereof) and (ii) all fees, taxes and/or governmental
charges payable in connection with such surrender and withdrawal, and, subject to the terms and conditions of the Deposit Agreement,
the Memorandum and Articles of Association, Section 7.11 of the Deposit Agreement, Article (22) hereof and the provisions
of or governing the Deposited Securities and other applicable laws, the Holder of the American Depositary Shares evidenced hereby
is entitled to Delivery, to him or upon his order, of the Deposited Securities represented by the ADS so surrendered. ADS may
be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such ADS (if held in registered
form) or by book-entry delivery of such ADS to the Depositary.


 


A
Receipt surrendered for such purposes shall, if so required by the Depositary, be properly endorsed in blank or accompanied by
proper instruments of transfer in blank, and if the Depositary so requires, the Holder 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
(without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either
case subject to the terms and conditions of the Deposit Agreement, to the Memorandum and Articles of Association, and to the provisions
of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the
person or persons designated in the order delivered to the Depositary as provided above, the Deposited Securities represented
by such ADSs, together with any certificate or other proper documents of or relating to title for the Deposited Securities or
evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such person. Subject to
Article (4) hereof, in the case of surrender of a Receipt evidencing a number of ADSs representing other than a whole number of
Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the
terms hereof, and shall, at the discretion of the Depositary and subject to the Company issuing in the name of the Depositary
any remaining fractional Share, either (i) cause ownership of such remaining fractional Share to be Delivered in accordance with
the terms hereof, (ii) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary
Shares representing any number of Shares and any remaining fractional Share authorized by this Agreement, or (iii) sell or
cause to be sold the fractional Shares represented by the Receipt so surrendered and remit the proceeds thereof (net of (a) applicable
fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes
and/or governmental charges) to the person surrendering the Receipt. At the request, risk and expense of any Holder so surrendering
a Receipt, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by
law) any cash or other property (other than securities) held in respect of, and any certificate or certificates and other proper
documents of or relating to title to, the Deposited Securities represented by such Receipt to the Depositary for Delivery at the
Corporate Trust Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given by letter or,
at the request, risk and expense of such Holder, by cable, telex or facsimile transmission. Upon receipt of such direction by
the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of the
Depositary of any dividends or cash distributions with respect to the Deposited Securities represented 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.


 


(3)
Transfers, Split-Ups and Combinations of Receipts. Subject to the terms and conditions of the Deposit Agreement, the Registrar
shall register transfers of Receipts on its books, upon surrender at the Corporate Trust Office of the Depositary of a Receipt
by the Holder thereof in person or by duly authorized attorney, properly endorsed in the case of a certificated Receipt or accompanied
by, or in the case of Receipts issued through any book-entry system, including, without limitation, DRS/Profile, receipt by the
Depositary of proper instruments of transfer (including signature guarantees in accordance with standard industry practice) and
duly stamped as may be required by the laws of the State of New York, of the United States, of the Cayman Islands and of any other
applicable jurisdiction. Subject to the terms and conditions of the Deposit Agreement, including payment of the applicable fees
and expenses incurred by, and charges of, the Depositary, the Depositary shall execute and Deliver a new Receipt(s) (and if necessary,
cause the Registrar to countersign such Receipt(s)) and deliver same to or upon the order of the person entitled to such Receipts
evidencing the same aggregate number of ADSs as those evidenced by the Receipts surrendered. Upon surrender of a Receipt or Receipts
for the purpose of effecting a split-up or combination of such Receipt or Receipts upon payment of the applicable fees and charges
of the Depositary, and subject to the terms and conditions of the Deposit Agreement, the Depositary shall execute and deliver
a new Receipt or Receipts for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as the Receipt
or Receipts surrendered.


 






    A-3


     


    

 


(4)
Pre-Conditions to Registration, Transfer, Etc. As a condition precedent to the execution and Delivery, registration, registration
of transfer, split-up, subdivision, combination or surrender of any Receipt, the delivery of any distribution thereon (whether
in cash or shares) or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from
the depositor of Shares or 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 and charges of the Depositary as provided in the Deposit Agreement
and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature
or any other matter and (iii) compliance with (A) any laws or governmental regulations relating to the execution and
Delivery of Receipts and ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations of the Depositary
or the Company consistent with the Deposit Agreement and applicable law.


 


The
issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the issuance
of ADSs against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances
may be refused, or the registration of transfer of 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, in good
faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or
any securities exchange upon which the Receipts or Share are listed, or under any provision of the Deposit Agreement or provisions
of, or governing, the Deposited Securities or any meeting of shareholders of the Company or for any other reason, subject in all
cases to Article (22) hereof.


 


The
Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.


 


(5)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or this Receipt, each
Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to the laws
of the Cayman Islands, the rules and requirements of the Nasdaq Global Market and any other stock exchange on which the Shares
are, or will be registered, traded or listed, the Memorandum and Articles of Association, which are made to provide information
as to the capacity in which such Holder or Beneficial Owner owns ADSs and regarding the identity of any other person interested
in such ADSs and the nature of such interest and various other matters whether or not they are Holders and/or Beneficial Owner
at the time of such request. The Depositary agrees to use reasonable efforts to forward any such requests to the Holders and to
forward to the Company any such responses to such requests received by the Depositary.


 



    A-4


     


    

 


(6)
Liability of Holder for Taxes, Duties and Other Charges. If any tax or other governmental charge shall become payable by
the Depositary or the Custodian with respect to any Receipt or any Deposited Securities or ADSs, such tax or other governmental
charge shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary
may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of the Holder
and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such
taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner hereof remaining fully
liable for any deficiency. The Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to deliver
Receipts, register the transfer, split-up or combination of ADRs and (subject to Article (22) hereof) the withdrawal of Deposited
Securities, until payment in full of such tax, charge, penalty or interest is received.


 


The
liability of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of
Receipts and withdrawal of Deposited Securities or the termination of the Deposit Agreement.


 


Holders
understand that in converting Foreign Currency, amounts received on conversion are calculated at a rate which may exceed the number
of decimal places used by the Depositary to report distribution rates (which in any case will not be less than two decimal places).
Any excess amount may be retained by the Depositary as an additional cost of conversion, irrespective of any other fees and expenses
payable or owing hereunder and shall not be subject to escheatment.


 


(7)
Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed
thereby to represent and warrant that (i) such Shares (and the certificates therefor) are duly authorized, validly issued,
fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with
respect to such Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so
to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage
or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities, (v) the Shares
presented for deposit have not been stripped of any rights or entitlements and (vi) the Shares are not subject to any lock-up
agreement with the Company or other party, or the Shares are subject to a lock-up agreement but such lock-up agreement has terminated
or the lock-up restrictions imposed thereunder have expired or been validly waived. Such representations and warranties shall
survive the deposit and withdrawal of Shares and the issuance, cancellation and transfer of ADSs. If any such representations
or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing
Shares, to take any and all actions necessary to correct the consequences thereof.


 






    A-5


     


    

 


(8)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and
any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to
the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental
charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable
laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information
as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent
with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable,
may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend
or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or
the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or
such certifications are executed, or such representations and warranties are made, or such other documentation or information
provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time
on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information
and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written
request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide
any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary
to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for
the accuracy of the information so provided by the Holders or Beneficial Owners.


 


Every
Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective
directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of
them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from
any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or
Beneficial Owner or as a result of any such failure to furnish any of the foregoing.


 


The
obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender
of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.


 


(9)
Charges of Depositary. The Depositary reserves the right to charge the following fees for the services performed under
the terms of the Deposit Agreement, provided, however, that no fees shall be payable upon distribution of cash dividends so long
as the charging of such fee is prohibited by the exchange, if any, upon which the ADSs are listed:


 


(i)
to any person to whom ADSs are issued or to any person to whom a distribution is made in respect of ADS distributions pursuant
to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where
converted to cash), a fee not in excess of U.S. $ 5.00 per 100 ADSs (or fraction thereof) so issued under the terms of the Deposit
Agreement to be determined by the Depositary;


 






    A-6


     


    

 


(ii)
to any person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason
including, inter alia, cash distributions made pursuant to a cancellation or withdrawal, a fee not in excess of U.S. $ 5.00 per
100 ADSs reduced, cancelled or surrendered (as the case may be);


 


(iii)
to any holder of ADSs (including, without limitation, Holders), a fee not in excess of U.S. $ 5.00 per 100 ADSs held for the distribution
of cash dividends;


 


(iv)
to any holder of ADSs (including, without limitation, Holders), a fee not in excess of U.S. $ 5.00 per 100 ADSs held for the distribution
of cash entitlements (other than cash dividends) and/or cash proceeds, including proceeds from the sale of rights, securities
and other entitlements;


 


(v)
to any holder of ADSs (including, without limitation, Holders), a fee not in excess of U.S. $ 5.00 per 100 ADSs (or portion thereof)
issued upon the exercise of rights; and


 


(vi)
for the operation and maintenance costs in administering the ADSs an annual fee of U.S. $ 5.00 per 100 ADSs, such fee to be assessed
against Holders of record as of the date or dates set by the Depositary as it sees fit and collected at the sole discretion of
the Depositary by billing such Holders for such fee or by deducting such fee from one or more cash dividends or other cash distributions.


 


In
addition, Holders, Beneficial Owners, any person depositing Shares for deposit and any person surrendering ADSs for cancellation
and withdrawal of Deposited Securities will be required to pay the following charges:


 


(i)
taxes (including applicable interest and penalties) and other governmental charges;


 


(ii)
such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities with
the Foreign Registrar and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian,
the Depositary or any nominees upon the making of deposits and withdrawals, respectively;


 


(iii)
such cable, telex, facsimile and electronic transmission and delivery expenses as are expressly provided in the Deposit Agreement
to be at the expense of the depositor depositing or person withdrawing Shares or Holders and Beneficial Owners of ADSs;


 


(iv)
the expenses and charges incurred by the Depositary and/or a division or Affiliate(s) of the Depositary in the conversion of Foreign
Currency;


 


(v)
such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other
regulatory requirements applicable to Shares, Deposited Securities, ADSs and ADRs;


 


(vi)
the fees and expenses incurred by the Depositary in connection with the delivery of Deposited Securities, including any fees of
a central depository for securities in the local market, where applicable;


 






    A-7


     


    

 


(vii)
any additional fees, charges, costs or expenses that may be incurred by the Depositary or a division or Affiliate(s) of the Depositary
from time to time.


 


Any
other fees and charges of, and expenses incurred by, the Depositary or the Custodian under the Deposit Agreement shall be for
the account of the Company unless otherwise agreed in writing between the Company and the Depositary from time to time. All fees
and charges may, at any time and from time to time, be changed by agreement between the Depositary and Company but, in the case
of fees and charges payable by Holders or Beneficial Owners, only in the manner contemplated by Article (20) hereof.


 


The
Depositary may make payments to the Company and/or may share revenue with the Company derived from fees collected from Holders
and Beneficial Owners, upon such terms and conditions as the Company and the Depositary may agree from time to time.


 


(10)
Title to Receipts. It is a condition of this Receipt, and every successive Holder of this Receipt by accepting or holding
the same consents and agrees, that title to this Receipt (and to each ADS evidenced hereby) is transferable by delivery of the
Receipt, provided it has been properly endorsed or accompanied by proper instruments of transfer, such Receipt being a certificated
security under the laws of the State of New York. Notwithstanding any notice to the contrary, the Depositary may deem and treat
the Holder of this Receipt (that is, the person in whose name this Receipt is registered on the books of the Depositary) as the
absolute owner hereof for all purposes. The Depositary shall have no obligation or be subject to any liability under the Deposit
Agreement or this Receipt to any holder of this Receipt or any Beneficial Owner unless such holder is the Holder of this Receipt
registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner or the Beneficial Owner’s
representative is the Holder registered on the books of the Depositary.


 


(11)
Validity of Receipt. This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable
for any purpose, unless this Receipt has been (i) dated, (ii) signed by the manual or facsimile signature of a duly
authorized signatory of the Depositary, (iii) if a Registrar for the Receipts shall have been appointed, countersigned by
the manual or facsimile signature of a duly authorized signatory of the Registrar and (iv) registered in the books maintained
by the Depositary or the Registrar, as applicable, for the issuance and transfer of Receipts. Receipts bearing the facsimile signature
of a duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly-authorized signatory
of the Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory
has ceased to be so authorized prior to the execution and delivery of such Receipt by the Depositary or did not hold such office
on the date of issuance of such Receipts.


 


(12)
Available Information; Reports; Inspection of Transfer Books. The Company is subject to the periodic reporting requirements
of the Exchange Act applicable to foreign private issuers (as defined in Rule 405 of the Securities Act) and accordingly files
certain information with the Commission. These reports and documents can be inspected and copied at the public reference facilities
maintained by the Commission located at 100 F Street, N.E., Washington D.C. 20549, U.S.A. The Depositary shall make
available during normal business hours on any Business Day for inspection by Holders at its Corporate Trust Office any reports
and communications, including any proxy soliciting materials, received from the Company which are both (a) received by the
Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Securities and (b) made generally available
to the holders of such Deposited Securities by the Company.


 






    A-8


     


    

 


The
Depositary or the Registrar, as applicable, shall keep books for the registration of Receipts and transfers of Receipts which
at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection
shall not be, to the Depositary’s or the Registrar’s knowledge, for the purpose of communicating with Holders of such
Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the
Deposit Agreement or the Receipts.


 


The
Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time
to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or
at the reasonable written request of the Company subject, in all cases, to Article (22) hereof.


 


	Dated:
	DEUTSCHE
    BANK TRUST
	 	 
	 	COMPANY
    AMERICAS, as Depositary
	 	 
	 	By:	               
     
	 	 
	 	By:	 


 


The
address of the Corporate Trust Office of the Depositary is 60 Wall Street, New York, New York 10005, U.S.A.


 




    A-9


     


    







 


EXHIBIT
B


 


[FORM
OF REVERSE OF RECEIPT]

SUMMARY OF CERTAIN ADDITIONAL PROVISIONS

OF THE DEPOSIT AGREEMENT


 


(13)
Dividends and Distributions in Cash, Shares, etc. Whenever the Depositary receives confirmation from the Custodian of receipt
of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Shares,
rights securities or other entitlements under the Deposit Agreement, the Depositary will, if at the time of receipt thereof any
amounts received in a Foreign Currency can, in the judgment of the Depositary (upon the terms of the Deposit Agreement), be converted
on a practicable basis, into Dollars transferable to the United States, promptly convert or cause to be converted such dividend,
distribution or proceeds into Dollars and will distribute promptly the amount thus received (net of applicable fees and charges
of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental
charges) to the Holders of record as of the ADS Record Date in proportion to the number of ADSs representing such Deposited Securities
held by such Holders respectively as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can
be distributed without attributing to any Holder a fraction of one cent. Any such fractional amounts shall be rounded down to
the nearest whole cent and so distributed to Holders entitled thereto. Holders and Beneficial Owners understand that in converting
Foreign Currency, amounts received on conversion are calculated at a rate which exceeds the number of decimal places used by the
Depositary to report distribution rates. The excess amount may be retained by the Depositary as an additional cost of conversion,
irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment. If the Company,
the Custodian 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, duties or other governmental charges, the amount distributed
to Holders on the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded
by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company
shall be forwarded by the Company to the Depositary upon request. The Depositary shall 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 with governmental
agencies such reports as are necessary to obtain benefits under the applicable tax treaties for the Holders and Beneficial Owners
of Receipts.


 


If
any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause
such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian
or their nominees. Upon receipt of confirmation of such deposit, the Depositary shall, subject to and in accordance with the Deposit
Agreement, establish the ADS Record Date and either (i) distribute to the Holders as of the ADS Record Date in proportion
to the number of ADSs held by such Holders as of the ADS Record Date, additional ADSs, which represent in aggregate the number
of Shares received as such dividend, or free distribution, subject to the terms of the Deposit Agreement (including, without limitation,
the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes and/or governmental charges), or (ii) if
additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible
by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented
thereby (net of the applicable fees and charges of, and the expenses incurred by, the Depositary, and taxes and/or governmental
charges). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of
such fractions and distribute the proceeds upon the terms set forth in the Deposit Agreement.


 






    B-1


     


    

 


In
the event that (x) the Depositary determines that any distribution in property (including Shares) is subject to any tax or
other governmental charges which the Depositary is obligated to withhold, or, (y) if the Company, in the fulfillment of its
obligations under the Deposit Agreement, has either (a) furnished an opinion of U.S. counsel determining that Shares
must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement
has been declared effective), or (b) fails to timely deliver the documentation contemplated in the Deposit Agreement, the
Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts
and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary
shall distribute the net proceeds of any such sale (after deduction of taxes and/or governmental charges, and fees and charges
of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto
upon the terms of the Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance
with the provisions of the Deposit Agreement.


 


Upon
timely receipt of a notice indicating that the Company wishes an elective distribution to be made available to Holders upon the
terms described in the Deposit Agreement, the Depositary shall, upon provision of all documentation required under the Deposit
Agreement, (including, without limitation, any legal opinions the Depositary may request under the Deposit Agreement) determine
whether such distribution is lawful and reasonably practicable. If so, the Depositary shall, subject to the terms and conditions
of the Deposit Agreement, establish an ADS Record Date according to Article (14) hereof and establish procedures to enable
the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the
distribution in cash, the dividend shall be distributed as in the case of a distribution in cash. If the Holder hereof elects
to receive the distribution in additional ADSs, the distribution shall be distributed as in the case of a distribution in Shares
upon the terms described in the Deposit Agreement. If such elective distribution is not lawful or reasonably practicable or if
the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall, to the extent
permitted by law, distribute to Holders, on the basis of the same determination as is made in the Cayman Islands, in respect of
the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares,
in each case, upon the terms described in the Deposit Agreement. Nothing herein shall obligate the Depositary to make available
to the Holder hereof a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that the
Holder hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders
of Shares.


 






    B-2


     


    

 


Whenever
the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company
shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether or not it wishes
such rights to be made available to Holders of ADSs. Upon timely receipt by the Depositary of a notice indicating that the Company
wishes such rights to be made available to Holders of ADSs, the Company shall determine whether it is lawful and reasonably practicable
to make such rights available to the Holders. The Depositary shall make such rights available to any Holders only if the Company
shall have timely requested that such rights be made available to Holders, the Depositary shall have received the documentation
required by the Deposit Agreement, and the Depositary shall have determined that such distribution of rights is lawful and reasonably
practicable. If such conditions are not satisfied, the Depositary shall sell the rights as described below. In the event all conditions
set forth above are satisfied, the Depositary shall establish an ADS Record Date and establish procedures (x) to distribute
such rights (by means of warrants or otherwise) and (y) to enable the Holders to exercise the rights (upon payment of the
applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and
taxes and/or governmental charges). Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available
to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs). If (i) the Company does not timely
request the Depositary to make the rights available to Holders or if the Company requests that the rights not be made available
to Holders, (ii) the Depositary fails to receive the documentation required by the Deposit Agreement or determines it is
not lawful or reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not
exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell
such rights, and if it so determines that it is lawful and reasonably practicable, endeavour to sell such rights in a riskless
principal capacity or otherwise, at such place and upon such terms (including public and/or private sale) as it may deem proper.
The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable fees and charges of, and
expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges)
upon the terms hereof and in the Deposit Agreement. If the Depositary is unable to make any rights available to Holders or to
arrange for the sale of the rights upon the terms described above, the Depositary shall allow such rights to lapse. The Depositary
shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such rights available
to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with
such sale, or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection
with the rights distribution.


 


Notwithstanding
anything herein to the contrary, if registration (under the Securities Act and/or any other applicable law) of the rights or the
securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders
and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless
and until a registration statement under the Securities Act covering such offering is in effect or (ii) unless the Company
furnishes to the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other
applicable country in which rights would be distributed, in each case satisfactorily to the Depositary, to the effect that the
offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the
provisions of the Securities Act or any other applicable laws. In the event that the Company, the Depositary or the Custodian
shall be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes
and/or other governmental charges, the amount distributed to the Holders shall be reduced accordingly. 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 charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property
(including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as
the Depositary deems necessary and practicable to pay any such taxes and/or charges.


 






    B-3


     


    

 


There
can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to exercise rights on the
same terms and conditions as the holders of Shares or to exercise such rights. Nothing herein shall obligate the Company to file
any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights
or otherwise to register or qualify the offer or sale of such rights or securities under the applicable law of any other jurisdiction
for any purpose.


 


Upon
receipt of a notice regarding property other than cash, Shares or rights to purchase additional Shares, to be made to Holders
of ADSs, the Depositary shall determine, after consultation with the Company, whether such distribution to Holders is lawful and
reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested
the Depositary to make such distribution to Holders, (ii) the Depositary shall have received the documentation required by
the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
Upon satisfaction of such conditions, the Depositary shall distribute the property so received to the Holders of record as of
the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary
may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges
of, and expenses incurred by, the Depositary, and (ii) net of any taxes and/or governmental charges. The Depositary may dispose
of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private
sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or
other governmental charges applicable to the distribution.


 


If
the conditions above are not satisfied, the Depositary shall sell or cause such property to be sold in a public or private sale,
at such place or places and upon such terms as it may deem proper and shall distribute the proceeds of such sale received by the
Depositary (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s)
of the Depositary and (b) taxes and/or governmental charges) to the Holders upon the terms hereof and of the Deposit Agreement.
If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably
practicable under the circumstances.


 


(14)
Fixing of Record Date. Whenever necessary in connection with any distribution (whether in cash, Shares, rights or other
distribution), or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each
ADS, or whenever the Depositary shall receive notice of any meeting of or solicitation of holders of Shares or other Deposited
Securities, or whenever the Depositary shall find it necessary or convenient in connection with the giving of any notice, or any
other matter, the Depositary shall fix a record date (the “ADS Record Date”), as close as practicable to the record
date fixed by the Company with respect to the Shares (if applicable), for the determination of the Holders who shall be entitled
to receive such distribution, to give instructions for the exercise of voting rights at any such meeting, or to give or withhold
such consent, or to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with
respect to such changed number of Shares represented by each ADS or for any other reason. Subject to applicable law and the terms
and conditions of this Receipt and the Deposit Agreement, only the Holders of record at the close of business in New York on such
ADS Record Date shall be entitled to receive such distributions, to give such voting instructions, to receive such notice or solicitation,
or otherwise take action.


 






    B-4


     


    

 


(15)
Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting
at which the holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited
Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or such solicitation of consents or proxies.
The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any
further action if the request shall not have been received by the Depositary at least 30 Business Days prior to the date of such
vote or meeting) and at the Company’s expense, and provided no U.S. legal prohibitions exist, mail by regular, ordinary
mail delivery (or by electronic mail or as otherwise may be agreed between the Company and the Depositary in writing from time
to time) or otherwise distribute as soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such notice
of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date
will be entitled, subject to any applicable law, the provisions of this Deposit Agreement, the Company’s Memorandum and
Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized
in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the
Deposited Securities represented by such Holder’s American Depositary Shares; and (c) a brief statement as to the manner
in which such voting instructions may be given to the Depositary, or in which instructions may be deemed to have been given in
accordance with this Article (15), including an express indication that instructions may be given (or be deemed to have been given
in accordance with the immediately following paragraph of this section if no instruction is received) to the Depositary to give
a discretionary proxy to a person or persons designated by the Company. Voting instructions may be given only in respect of a
number of American Depositary Shares representing an integral number of Deposited Securities. Upon the timely receipt of voting
instructions of a Holder on the ADS Record Date in the manner specified by the Depositary, the Depositary shall endeavor, insofar
as practicable and permitted under applicable law, the provisions of this Deposit Agreement, the Company’s Memorandum and
Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the
Deposited Securities (in person or by proxy) represented by American Depositary Shares evidenced by such Receipt in accordance
with such voting instructions.


 


In
the event that (i) the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which
the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs or (ii) no timely instructions
are received by the Depositary from a Holder with respect to any of the Deposited Securities represented by the ADSs held by such
Holder on the ADS Record Date, the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such
Holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such
Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited
Securities, provided, however, that no such instruction shall be deemed to have been 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 to give such proxy, (y) the Company is
aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated
by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would
materially and adversely affect the rights of holders of Deposited Securities, provided, further, that the Company will have no
liability to any Holder or Beneficial Owner resulting from such notification.


 






    B-5


     


    

 


In
the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and
Articles of Association, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions,
as set out above) received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting
on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded
voting on a poll basis.


 


Neither
the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary
nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a
quorum or otherwise, Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions
from Holders, including the deemed instruction to the Depositary to give a discretionary proxy to a person designated by the Company.
Deposited Securities represented by ADSs for which (i) no timely voting instructions are received by the Depositary from the Holder,
or (ii) timely voting instructions are received by the Depositary from the Holder but such voting instructions fail to specify
the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, shall be voted
in the manner provided in this Article (15). Notwithstanding anything else contained herein, and subject to applicable law, regulation
and the Memorandum and Articles of Association, the Depositary shall, if so requested in writing by the Company, represent all
Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders
as of the ADS Record Date) for the purpose of establishing quorum at a meeting of shareholders.


 


There
can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the
notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner.


 


Notwithstanding
the above, save for applicable provisions of the law of the Cayman Islands, and in accordance with the terms of Section 5.3
of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the
Deposited Securities or the manner in which such vote is cast or the effect of such vote.


 


(16)
Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation
or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, amalgamation or consolidation
or sale of assets affecting the Company or to which it otherwise is a party, any securities which shall be received by the Depositary
or a Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall,
to the extent permitted by law, be treated as new Deposited Securities under the Deposit Agreement, and the Receipts shall, subject
to the provisions of the Deposit Agreement and applicable law, evidence ADSs representing the right to receive such additional
securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so requests,
subject to the terms of the Deposit Agreement and receipt of satisfactory documentation contemplated by the Deposit Agreement,
execute and deliver additional Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding
Receipts to be exchanged for new Receipts, in either case, as well as in the event of newly deposited Shares, with necessary modifications
to this form of Receipt specifically describing such new Deposited Securities and/or corporate change. Notwithstanding the foregoing,
in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the
Company’s approval, and shall if the Company requests, subject to receipt of satisfactory legal documentation contemplated
in the Deposit Agreement, sell such securities at public or private sale, at such place or places and upon such terms as it may
deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary
and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise
entitled to such securities and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution
received in cash pursuant to the Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine
that it may be lawful or feasible to make such securities available to Holders in general or any Holder in particular, (ii) any
foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such
securities.


 






    B-6


     


    

 


(17)
Exoneration. None of the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is
inconsistent with the provisions of the Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third
parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented
or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing
any act or thing required by the terms of the Deposit Agreement and this Receipt, by reason of any provision of any present or
future law or regulation of the United States, the Cayman Islands or any other country, or of any other governmental authority
or regulatory authority or stock exchange, or by reason of any provision, present or future of the Memorandum and Articles of
Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances
beyond its control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes,
civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to
exercise, any discretion provided for in the Deposit Agreement or in the Memorandum and Articles of Association or provisions
of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or
their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other
person believed by it in good faith to be competent to give such advice or information, (iv) for any inability by a Holder
or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited
Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADS or (v) for any special,
consequential, indirect or punitive damages for any breach of the terms of the Deposit Agreement or otherwise. The Depositary,
its controlling persons, its agents (including without limitation, the Agents), any Custodian and the Company, its controlling
persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed
by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the
Securities Act or the Exchange Act is intended by any provision of the Deposit Agreement.


 


(18)
Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents
(including without limitation, the Agents) assume no obligation and shall not be subject to any liability under the Deposit Agreement
or the Receipts to Holders or Beneficial Owners or other persons, except in accordance with Section 5.8 of the Deposit Agreement,
provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including
without limitation, the Agents) agree to perform their respective obligations specifically set forth in the Deposit Agreement
without gross negligence or wilful misconduct. The Depositary and its directors, officers, Affiliates, employees and agents (including
without limitation, the Agents) shall not be liable for any failure to carry out any instructions to vote any of the Deposited
Securities, or for the manner in which any vote is cast or the effect of any vote. The Depositary shall not incur any liability
for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information
submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment
risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities
or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness
of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness
of any notice from the Company or for any action or non action by it in reliance upon the opinion, advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any Holder or any other person believed by it in good faith
to be competent to give such advice or information. The Depositary and its agents (including without limitation, the Agents) 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 gross
negligence or willful misconduct while it acted as Depositary.


 






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(19)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as
Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective
on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no
successor depositary has been appointed by the Company, be entitled to take the actions contemplated in the Deposit Agreement),
or (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement,
save that, any amounts, fees, costs or expenses owed to the Depositary under the Deposit Agreement or in accordance with any other
agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary
prior to such resignation. The Company shall use reasonable efforts to appoint such successor depositary, and give notice to the
Depositary of such appointment, not more than 90 days after delivery by the Depositary of written notice of resignation as provided
in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal which notice
shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary (whereupon the Depositary shall
be entitled to take the actions contemplated in the Deposit Agreement if a successor depositary has not been appointed), or (ii)
the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement save that,
any amounts, fees, costs or expenses owed to the Depositary under the Deposit Agreement or in accordance with any other agreements
otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to
such removal. 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 and if it shall have not appointed a successor depositary the provisions referred to in Article (21) hereof and correspondingly
in the Deposit Agreement shall apply. Every successor depositary shall be required by the Company to 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, 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 as contemplated
in the Deposit Agreement), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities
to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding Receipts and such other information
relating to Receipts and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly
mail notice of its appointment to such Holders. 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 and, notwithstanding
anything to the contrary in the Deposit Agreement, the Depositary may assign or otherwise transfer all or any of its rights and
benefits under the Deposit Agreement (including any cause of action arising in connection with it) to Deutsche Bank AG or any
branch thereof or any entity which is a direct or indirect subsidiary or other affiliate of Deutsche Bank AG.


 


(20)
Amendment/Supplement. Subject to the terms and conditions of this Article (20), and applicable law, this Receipt and
any provisions of the Deposit Agreement may at any time and from time to time be amended or supplemented by written agreement
between the Company and the Depositary in any respect which they may deem necessary or desirable without the consent of the Holders
or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than the charges of
the Depositary in connection with foreign exchange control regulations, and taxes and/or other governmental charges, delivery
and other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial
Owners, shall not, however, become effective as to outstanding Receipts until 30 days after notice of such amendment or supplement
shall have been given to the Holders of outstanding Receipts. Notice of any amendment to the Deposit Agreement or form of Receipts
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 and Beneficial Owners to retrieve or receive the text of such amendment (i.e., upon retrieval from
the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto agree that
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 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 materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial
Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADS, to consent
and agree to such amendment or supplement and to be bound by the Deposit Agreement as amended or supplemented thereby. In no event
shall any amendment or supplement impair the right of the Holder to surrender such Receipt and receive therefor the Deposited
Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing,
if any governmental body should adopt new laws, rules or regulations which would require amendment or supplement of the Deposit
Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and the
Receipt 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 with such laws, or rules or regulations.


 



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(21)
Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement
by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date
fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses
owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed
in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days
shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign,
or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either
case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement,
the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding
at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement,
each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment
of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement
and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental
charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt.
If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall
discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders
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 or other property
as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions
set forth in the Deposit Agreement, 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,
or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the
account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental
charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement,
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, in an unsegregated account, without liability for interest
for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale,
the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares,
Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case
may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder
in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments)
and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged
from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms
of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination
shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their
Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and
all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to
prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination).


 






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Notwithstanding
anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary
may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the
Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American
depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably
appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American
depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges
of, and reimbursement of the applicable expenses incurred by, the Depositary.


 


(22)
Compliance with U.S. Securities Laws; Regulatory Compliance. Notwithstanding any provisions in this Receipt or the Deposit
Agreement to the contrary, the withdrawal or Delivery of Deposited Securities will not be suspended by the Company or the Depositary
except as would be permitted by Section I.A.(1) of the General Instructions to Form F-6 Registration Statement, as amended
from time to time, under the Securities Act.


 


(23)
Certain Rights of the Depositary. The Depositary, its Affiliates and their agents, on their own behalf, may own and deal
in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights
to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other
entity involved in ownership or transaction records in respect of the Shares.


 


(24)
Ownership Restrictions. Owners and Beneficial Owners shall comply with any limitations on ownership of Shares under the
Memorandum and Articles of Association or applicable Cayman Islands law as if they held the number of Shares their American Depositary
Shares represent. The Company shall inform the Owners, Beneficial Owners and the Depositary of any such ownership restrictions
in place from time to time.


 


(25)
Waiver. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR
HOLDER OF INTERESTS IN ANY 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).








 






    B-10


     


    

 


(ASSIGNMENT
AND TRANSFER SIGNATURE LINES)


 


FOR
VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer
identification number is _______________________ and whose address including postal zip code is ____________________________,
the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact
to transfer said Receipt on the books of the Depositary with full power of substitution in the premises.


 


	Dated:
	Name:	                
	 	By:	 
	 	Title:	 
	 	 	 
	 	NOTICE:
    The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument
    in every particular, without alteration or enlargement or any change whatsoever.
	 	 
	 	If
    the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement
    must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with
    the Depositary, must be forwarded with this Receipt.


 


SIGNATURE
GUARANTEED


 


________________________


 






    B-11


     


    

  





	ARTICLE I.	DEFINITIONS	1
	 	SECTION 1.1	“Affiliate”	1
	 	SECTION 1.2	“Agent”	2
	 	SECTION 1.3	“American Depositary Share(s)” and “ADS(s)”	2
	 	SECTION 1.4	“Article”	2
	 	SECTION 1.5	“Articles of Association”	2
	 	SECTION 1.6	“ADS Record Date”	2
	 	SECTION 1.7	“Beneficial Owner”	2
	 	SECTION 1.8	“Business Day”	2
	 	SECTION 1.9	“Commission”	2
	 	SECTION 1.10	“Company”	2
	 	SECTION 1.11	“Corporate Trust Office”	2
	 	SECTION 1.12	“Custodian”	2
	 	SECTION 1.13	“Deliver” and “Delivery”	3
	 	SECTION 1.14	“Deposit Agreement”	3
	 	SECTION 1.15	“Depositary”	3
	 	SECTION 1.16	“Deposited Securities”	3
	 	SECTION 1.17	“Dollars” and “$”	3
	 	SECTION 1.18	“DRS/Profile”	3
	 	SECTION 1.19	“DTC”	3
	 	SECTION 1.20	“Exchange Act”	3
	 	SECTION 1.21	“Foreign Currency”	3
	 	SECTION 1.22	“Foreign Registrar”	3
	 	SECTION 1.23	“Holder”	3
	 	SECTION 1.24	“Indemnified Person” and “Indemnifying Person”	4
	 	SECTION 1.25	“Losses”	4
	 	SECTION 1.26	“Memorandum”	4
	 	SECTION 1.27	“Opinion of Counsel”	4
	 	SECTION 1.28	“Receipt(s); “American Depositary Receipt(s)”; and “ADR(s)”	4
	 	SECTION 1.29	“Registrar”	4
	 	SECTION 1.30	“Restricted Securities”	4
	 	SECTION 1.31	“Securities Act”	4
	 	SECTION 1.32	“Share(s)”	5
	 	SECTION 1.33	“United States” or “U.S.”	5
	ARTICLE II.	APPOINTMENT OF DEPOSITARY; FORM OF RECEIPT; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS	5
	 	SECTION 2.1	Appointment of Depositary	5
	 	SECTION 2.2	Form and Transferability of Receipts	5
	 	SECTION 2.3	Deposits	6
	 	SECTION 2.4	Execution and Delivery of Receipts	7
	 	SECTION 2.5	Transfer of Receipts; Combination and Split-up of Receipts	7
	 	SECTION 2.6	Surrender of Receipts and Withdrawal of Deposited Securities	8
	 	SECTION 2.7	Limitations on Execution and Delivery, Transfer, etc. of Receipts; Suspension of Delivery, Transfer, etc.	9
	 	SECTION 2.8	Lost Receipts, etc.	10



 






    i


     


    

 


	 	SECTION 2.9	Cancellation and Destruction of Surrendered Receipts; Maintenance of Records	10
	 	SECTION 2.10	Maintenance of Records	10
	ARTICLE III.	CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF RECEIPTS 	11
	 	SECTION 3.1	Proofs, Certificates and Other Information	11
	 	SECTION 3.2	Liability for Taxes and Other Charges	11
	 	SECTION 3.3	Representations and Warranties on Deposit of Shares	12
	 	SECTION 3.4	Compliance with Information Requests	12
	ARTICLE IV	THE DEPOSITED SECURITIES. 	13
	 	SECTION 4.1	Cash Distributions	13
	 	SECTION 4.2	Distribution in Shares	13
	 	SECTION 4.3	Elective Distributions in Cash or Shares	13
	 	SECTION 4.4	Distribution of Rights to Purchase Shares	14
	 	SECTION 4.5	Distributions Other Than Cash, Shares or Rights to Purchase Shares	15
	 	SECTION 4.6	Conversion of Foreign Currency	16
	 	SECTION 4.7	Fixing of Record Date	17
	 	SECTION 4.8	Voting of Deposited Securities	17
	 	SECTION 4.9	Changes Affecting Deposited Securities	19
	 	SECTION 4.10	Available Information	19
	 	SECTION 4.11	Reports	20
	 	SECTION 4.12	List of Holders	20
	 	SECTION 4.13	Taxation; Withholding	20
	ARTICLE V.	THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY	21
	 	SECTION 5.1	Maintenance of Office and Transfer Books by the Registrar	21
	 	SECTION 5.2	Exoneration	22
	 	SECTION 5.3	Standard of Care	23
	 	SECTION 5.4	Resignation and Removal of the Depositary; Appointment of Successor Depositary	23
	 	SECTION 5.5	The Custodian	25
	 	SECTION 5.6	Notices and Reports	25
	 	SECTION 5.7	Issuance of Additional Shares, ADSs etc.	26
	 	SECTION 5.8	Indemnification	27
	 	SECTION 5.9	Fees and Charges of Depositary	28
	 	SECTION 5.10	Restricted Securities Owners/Ownership Restrictions	29
	ARTICLE VI.	AMENDMENT AND TERMINATION	30
	 	SECTION 6.1	Amendment/Supplement	30
	 	SECTION 6.2	Termination	31
	ARTICLE VII.	MISCELLANEOUS	32
	 	SECTION 7.1	Counterparts	32
	 	SECTION 7.2	No Third-Party Beneficiaries	32
	 	SECTION 7.3	Severability	32
	 	SECTION 7.4	Holders and Beneficial Owners as Parties; Binding Effect	32
	 	SECTION 7.5	Notices	32
	 	SECTION 7.6	Governing Law and Jurisdiction	33
	 	SECTION 7.7	Assignment	35
	 	SECTION 7.8	Agents	35
	 	SECTION 7.9	Affiliates etc	35
	 	SECTION 7.10	Exclusivity	35
	 	SECTION 7.11	Compliance with U.S. Securities Laws	35
	 	SECTION 7.12	Titles	35
	EXHIBIT A	A-1
	EXHIBIT B	B-1


 






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