EX-4.2






Exhibit 4.2




 





CHINA HYDROELECTRIC CORPORATION




AND




THE BANK OF NEW YORK MELLON




As Depositary




AND 


OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES 


Deposit Agreement




Dated as of                     , 2009




 





 









 








TABLE OF CONTENTS 




	 	 	 	 	 
	ARTICLE 1. DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.01 American Depositary Shares
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.02 Commission 
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.03 Company
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.04 Custodian
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.05 Deliver; Surrender 
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.06 Deposit Agreement 
	 	 	3	 
	 
	 	 	 	 
	SECTION 1.07 Depositary; Corporate Trust Office
	 	 	3	 
	 
	 	 	 	 
	SECTION 1.08 Deposited Securities 
	 	 	3	 
	 
	 	 	 	 
	SECTION 1.09 Dollars
	 	 	3	 
	 
	 	 	 	 
	SECTION 1.10 DTC
	 	 	3	 
	 
	 	 	 	 
	SECTION 1.11 Foreign Registrar 
	 	 	3	 
	 
	 	 	 	 
	SECTION 1.12 Holder
	 	 	3	 
	 
	 	 	 	 
	SECTION 1.13 Owner 
	 	 	3	 
	 
	 	 	 	 
	SECTION 1.14 Receipts 
	 	 	4	 
	 
	 	 	 	 
	SECTION 1.15 Registrar 
	 	 	4	 
	 
	 	 	 	 
	SECTION 1.16 Restricted Securities 
	 	 	4	 
	 
	 	 	 	 
	SECTION 1.17 Securities Act of 1933
	 	 	4	 
	 
	 	 	 	 
	SECTION 1.18 Shares
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES
	 	 	5	 
	 
	 	 	 	 
	SECTION 2.01 Form of Receipts; Registration and Transferability of American Depositary Shares
	 	 	5	 
	 
	 	 	 	 
	SECTION 2.02 Deposit of Shares 
	 	 	6	 
	 
	 	 	 	 
	SECTION 2.03 Delivery of American Depositary Shares
	 	 	7	 
	 
	 	 	 	 
	SECTION 2.04 Registration of Transfer of American Depositary Shares; Combination and Split-up of
Receipts; Interchange of Certificated and Uncertificated American Depositary Shares 
	 	 	7	 
	 
	 	 	 	 
	SECTION 2.05 Surrender Of American Depositary Shares and Withdrawal of Deposited
Securities
	 	 	8	 
	 
	 	 	 	 
	SECTION 2.06 Limitations on Delivery, Transfer and Surrender of American Depositary
Shares 
	 	 	9	 
	 
	 	 	 	 
	SECTION 2.07
Lost Receipts, Etc. 
	 	 	9	 






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	SECTION 2.08 Cancellation and Destruction of Surrendered Receipts 
	 	 	10	 
	 
	 	 	 	 
	SECTION 2.09 Pre-Release of American Depositary Shares
	 	 	10	 
	 
	 	 	 	 
	SECTION 2.10 DTC Direct Registration System and Profile Modification
System
	 	 	10	 
	 
	 	 	 	 
	SECTION 2.11 Maintenance of Records 
	 	 	11	 
	 
	 	 	 	 
	ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES
	 	 	11	 
	 
	 	 	 	 
	SECTION 3.01 Filing Proofs, Certificates and Other Information
	 	 	11	 
	 
	 	 	 	 
	SECTION 3.02 Liability of Owner for Taxes
	 	 	11	 
	 
	 	 	 	 
	SECTION 3.03 Warranties on Deposit of Shares
	 	 	12	 
	 
	 	 	 	 
	SECTION 3.04 Disclosure of Interests
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 4. THE DEPOSITED SECURITIES
	 	 	12	 
	 
	 	 	 	 
	SECTION 4.01 Cash Distributions
	 	 	12	 
	 
	 	 	 	 
	SECTION 4.02 Distributions Other Than Cash, Shares or Rights
	 	 	13	 
	 
	 	 	 	 
	SECTION 4.03 Distributions in Shares
	 	 	13	 
	 
	 	 	 	 
	SECTION 4.04 Rights
	 	 	14	 
	 
	 	 	 	 
	SECTION 4.05 Conversion of Foreign Currency
	 	 	15	 
	 
	 	 	 	 
	SECTION 4.06 Fixing of Record Date 
	 	 	16	 
	 
	 	 	 	 
	SECTION 4.07 Voting of Deposited Securities
	 	 	17	 
	 
	 	 	 	 
	SECTION 4.08 Changes Affecting Deposited Securities
	 	 	18	 
	 
	 	 	 	 
	SECTION 4.09 Reports
	 	 	18	 
	 
	 	 	 	 
	SECTION 4.10 Lists of Owners
	 	 	18	 
	 
	 	 	 	 
	SECTION 4.11 Withholding
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY
	 	 	19	 
	 
	 	 	 	 
	SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary
	 	 	19	 
	 
	 	 	 	 
	SECTION 5.02 Prevention or Delay in Performance by the Depositary or the Company 
	 	 	19	 
	 
	 	 	 	 
	SECTION 5.03 Obligations of the Depositary, the Custodian and the Company
	 	 	20	 
	 
	 	 	 	 
	SECTION 5.04 Resignation and Removal of the Depositary
	 	 	21	 
	 
	 	 	 	 
	SECTION 5.05 The Custodians
	 	 	21	 
	 
	 	 	 	 
	SECTION 5.06 Notices and Reports
	 	 	22	 
	 
	 	 	 	 
	SECTION 5.07
Distribution of Additional Shares, Rights, etc.
	 	 	22	 






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	SECTION 5.08 Indemnification 
	 	 	23	 
	 
	 	 	 	 
	SECTION 5.09 Charges of Depositary 
	 	 	24	 
	 
	 	 	 	 
	SECTION 5.10 Retention of Depositary Documents
	 	 	25	 
	 
	 	 	 	 
	SECTION 5.11 Exclusivity
	 	 	25	 
	 
	 	 	 	 
	SECTION 5.12 List of Restricted Securities Owners
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 6. AMENDMENT AND TERMINATION
	 	 	26	 
	 
	 	 	 	 
	SECTION 6.01 Amendment
	 	 	26	 
	 
	 	 	 	 
	SECTION 6.02 Termination
	 	 	26	 
	 
	 	 	 	 
	ARTICLE 7. MISCELLANEOUS
	 	 	27	 
	 
	 	 	 	 
	SECTION 7.01 Counterparts
	 	 	27	 
	 
	 	 	 	 
	SECTION 7.02 No Third Party Beneficiaries 
	 	 	27	 
	 
	 	 	 	 
	SECTION 7.03 Severability
	 	 	27	 
	 
	 	 	 	 
	SECTION 7.04 Owners and Holders as Parties; Binding Effect
	 	 	28	 
	 
	 	 	 	 
	SECTION 7.05 Notices
	 	 	28	 
	 
	 	 	 	 
	SECTION 7.06 Submission to Jurisdiction; Appointment of Agent for Service of
Process; Jury Trial
Waiver
	 	 	28	 
	 
	 	 	 	 
	SECTION 7.07 Waiver of Immunities
	 	 	29	 
	 
	 	 	 	 
	SECTION 7.08 Governing Law
	 	 	29	 








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DEPOSIT AGREEMENT




     DEPOSIT AGREEMENT dated as of                     , 2009, among CHINA HYDROELECTRIC CORPORATION, a company
incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK
MELLON, a New York banking corporation (herein called the Depositary), and all Owners and holders
from time to time of American Depositary Shares issued hereunder.



W I T N E S S E T H:




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



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



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



ARTICLE 1.

DEFINITIONS




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



SECTION 1.01 American Depositary Shares. 




     The term “American Depositary Shares” shall mean the securities created under this Deposit
Agreement representing rights with respect to the Deposited Securities. American Depositary Shares
may be certificated securities evidenced by Receipts or uncertificated securities. The form of
Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the
Securities Act of 1933 for sales of both certificated and uncertificated American Depositary
Shares. Except for those provisions of this Deposit Agreement that refer specifically to Receipts,
all the provisions of this Deposit Agreement shall apply to both certificated and uncertificated
American Depositary Shares. Each American Depositary Share shall represent the number of Shares
specified in Exhibit A to this Deposit Agreement, until there shall occur a distribution upon
Deposited Securities covered by Section
4.03 or a change in Deposited Securities covered by Section 4.08 with respect to which additional
American Depositary Shares are not delivered, and thereafter American Depositary Shares shall
represent the amount of Shares or Deposited Securities specified in such Sections.



- 1 -









 





SECTION 1.02 Commission. 




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



SECTION 1.03 Company. 




     The term “Company” shall mean CHINA HYDROELECTRIC CORPORATION, a company organized under the laws
of the Cayman Islands, and its successors.



SECTION 1.04 Custodian. 




     The term “Custodian” shall mean the Hong Kong office of Hong Kong and Shanghai Banking Corp.,
having its principal office at                                         , Hong Kong S.A.R., People’s
Republic of China, as the agent of the Depositary for the purposes of this Deposit Agreement, and
any other firm or corporation which may hereafter be appointed by the Depositary pursuant to the
terms of Section 5.05, as substitute or additional custodian or custodians hereunder, as the
context shall require and shall also mean all of them collectively.



SECTION 1.05 Deliver; Surrender. 




     (a) The term “deliver”, or its noun form, when used with respect to Shares or other Deposited
Securities, shall mean (i) book-entry transfer of those Shares or other Deposited Securities to an
account maintained by an institution authorized under applicable law to effect transfers of such
securities designated by the person entitled to that delivery or (ii) physical transfer of
certificates evidencing those Shares or other Deposited Securities registered in the name of, or
duly endorsed or accompanied by proper instruments of transfer to, the person entitled to that
delivery.



     (b) The term “deliver”, or its noun form, when used with respect to American Depositary Shares,
shall mean (i) book-entry transfer of American Depositary Shares to an account at DTC designated by
the person entitled to such delivery evidencing American Depositary Shares registered in the name
requested by that person (ii) registration of American Depositary Shares not evidenced by a Receipt
on the books of the Depositary in the name requested by the person entitled to such delivery and
mailing to that person of a statement confirming that registration or (iii) if requested by the
person entitled to such delivery, delivery at the Corporate Trust Office of the Depositary to the
person entitled to such delivery of one or more Receipts.



     (c) The term “surrender”, when used with respect to American Depositary Shares, shall mean (i) one
or more book-entry transfers of American Depositary Shares to the DTC account of the Depositary,
(ii) delivery to the Depositary at its Corporate Trust Office of an instruction to surrender
American Depositary Shares not evidenced by a Receipt or (iii) surrender to the Depositary at its
Corporate Trust Office of one or more Receipts evidencing American Depositary Shares.





- 2 -









 








SECTION 1.06 Deposit Agreement. 




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



SECTION 1.07 Depositary; Corporate Trust Office. 




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



SECTION 1.08 Deposited Securities. 




     The term “Deposited Securities” as of any time shall mean Shares at such time deposited or
deemed to be deposited under this Deposit Agreement, including without limitation Shares that have
not been successfully delivered upon surrender of American Depositary Shares, and any and all other
securities, property and cash received by the Depositary or the Custodian in respect thereof and at
such time held under this Deposit Agreement, subject as to cash to the provisions of Section 4.05.



SECTION 1.09 Dollars. 




     The term “Dollars” shall mean United States dollars.



SECTION 1.10 DTC. 




     The term “DTC” shall mean The Depository Trust Company or its successor.



SECTION 1.11 Foreign Registrar. 




     The term “Foreign Registrar” shall mean the entity that presently carries out the duties of
registrar for the Shares or any successor as registrar for the Shares and any other agent of the
Company for the transfer and registration of Shares, including without limitation any securities
depository for the Shares or, if no such agent is so appointed and acting, the Company.



SECTION 1.12 Holder. 




     The term “Holder” shall mean any person holding a Receipt or a security entitlement or other
interest in American Depositary Shares, whether for its own account or for the account of another
person, but that is not the Owner of that Receipt or those American Depositary Shares.



SECTION 1.13 Owner. 




     The term “Owner” shall mean the person in whose name American Depositary Shares are registered on
the books of the Depositary maintained for such purpose.





- 3 -









 








SECTION 1.14 Receipts. 




     The term “Receipts” shall mean the American Depositary Receipts issued hereunder evidencing
certificated American Depositary Shares, as the same may be amended from time to time in accordance
with the provisions hereof.



SECTION 1.15 Registrar. 




     The term “Registrar” shall mean any bank or trust company having an office in the Borough of
Manhattan, The City of New York, that is appointed by the Depositary to register American
Depositary Shares and transfers of American Depositary Shares as herein provided.



SECTION 1.16 Restricted Securities. 




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



SECTION 1.17 Securities Act of 1933. 




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



SECTION 1.18 Shares. 




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





- 4 -









 








ARTICLE 2.

FORM OF RECEIPTS, DEPOSIT OF SHARES,

DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES




SECTION 2.01 Form of Receipts; Registration and Transferability of American Depositary Shares.





     Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this
Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter
provided. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose, unless such Receipt shall have been (i) executed by the Depositary by
the manual signature of a duly authorized officer of the Depositary or (ii) executed by the
facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual
signature of a duly authorized signatory of the Depositary or a Registrar. The Depositary shall
maintain books on which (x) each Receipt so executed and delivered as hereinafter provided and the
transfer of each such Receipt shall be registered and (y) all American Depositary Shares delivered
as hereinafter provided and all registrations of transfer of American Depositary Shares shall be
registered. A Receipt bearing the facsimile signature of a person that was at any time a proper
officer of the Depositary shall, subject to the other provisions of this paragraph, bind the
Depositary, notwithstanding that such person ceased to hold such office prior to the
countersignature of that Receipt by a duly authorized signatory of the Depositary or the Registrar
or such person was not a proper officer of the Depositary on the date of issuance of that Receipt.



     The Receipts may, and upon 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 required by the Depositary or the Company or
required to comply with any applicable law or regulations thereunder or with the rules and
regulations of any securities exchange upon which American Depositary Shares may be listed or to
conform with any usage with respect thereto, or to indicate any special limitations or restrictions
to which any particular Receipts are subject by reason of the date of issuance of the underlying
Deposited Securities or otherwise.



     American Depositary Shares evidenced by a Receipt, when properly endorsed or accompanied by proper
instruments of transfer, shall be transferable as certificated registered securities under the laws
of New York. American Depositary Shares not evidenced by Receipts shall be transferable as
uncertificated registered securities under the laws of New York. The Depositary, notwithstanding
any notice to the contrary, may treat the Owner of American Depositary Shares 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 shall have any obligation or be subject to any liability
under this Deposit Agreement to any Holder of a Receipt unless such Holder is the Owner thereof.




- 5 -









 








SECTION 2.02 Deposit of Shares. 




     Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to
receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any
appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the
Custodian, together with all such certifications as may be required by the Depositary or the
Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary
requires, together with a written order directing the Depositary to deliver to, or upon the written
order of, the person or persons stated in such order, the number of American Depositary Shares
representing such deposit.



     No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the
Depositary that any necessary approval has been granted by any governmental body in the Cayman
Islands which is then performing the function of the regulation of currency exchange. If required
by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of
the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an
agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for
the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares
or to receive other property which any person in whose name the Shares are or have been recorded
may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such
agreement of indemnity or other agreement as shall be satisfactory to the Depositary.



     At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to
receive Shares, and for the account of such person, the Depositary may receive Shares to be
deposited, documents of title thereto or evidence that irrevocable instruments have been given to
cause the transfer of Shares to the account of the Custodian, together with the other instruments
and payments herein specified, for the purpose of forwarding such documents of title or such other
instruments evidencing title as may be required under the Company’s memorandum and articles of
association or similar documents or applicable law or regulation and evidence to the Custodian for
deposit hereunder.



     Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other
documents and payments specified above, if any, such Custodian shall, as soon as transfer and
recordation can be accomplished, present such documents of title or other instruments evidencing
title as may be required under the Company’s memorandum and articles of association or similar
document or applicable law or regulation to the Company or the Foreign Registrar, if applicable,
for transfer and recordation of the Shares being deposited in the name of the Depositary or its
nominee or such Custodian or its nominee.



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





- 6 -









 








SECTION 2.03 Delivery of American Depositary Shares. 




     Upon receipt by any Custodian of any deposit pursuant to Section 2.02 hereunder, together with
the other documents required as specified above, such Custodian shall notify the Depositary of such
deposit and the person or persons to whom or upon whose written order American Depositary Shares
are deliverable in respect thereof and the number of American Depositary Shares to be so delivered.
Such notification shall be made by letter or, at the request, risk and expense of the person making
the deposit, by cable, telex or facsimile transmission (and in addition, if the transfer books of
the Company or the Foreign Registrar, if applicable, are open, the Depositary may in its sole
discretion require a proper acknowledgment or other evidence from the Company or the Foreign
Registrar that any Deposited Securities have been recorded upon the books of the Company or the
Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or
its nominee). Upon receiving such notice from such Custodian, or upon the receipt of Shares or
evidence of the right to receive Shares by the Depositary, the Depositary, subject to the terms and
conditions of this Deposit Agreement, shall deliver, to or upon the order of the person or persons
entitled thereto, the number of American Depositary Shares issuable in respect of that deposit, but
only upon payment to the Depositary of the fees and expenses of the Depositary for the delivery of
such American Depositary Shares as provided in Section 5.09, and of all taxes and governmental
charges and fees payable in connection with such deposit and the transfer of the Deposited
Securities.




		
	SECTION 2.04 	Registration of Transfer of American Depositary Shares; Combination and 
Split-up of Receipts; Interchange of Certificated and Uncertificated 
American Depositary Shares. 





     The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register
transfers of American Depositary Shares on its transfer books from time to time, upon (i) in the
case of certificated American Depositary Shares, surrender of the Receipt evidencing those American
Depositary Shares, by the Owner in person or by a duly authorized attorney, properly endorsed or
accompanied by proper instruments of transfer or (ii) in the case of uncertificated American
Depositary Shares, receipt from the Owner of a proper instruction (including, for the avoidance of
doubt, instructions through DRS and Profile as provided in Section 2.10), and, in either case, duly
stamped as may be required by the laws of the State of New York and of the United States of
America. Thereupon the Depositary shall deliver those American Depositary Shares to or upon the
order of the person entitled thereto subject to receipt of any certifications and agreements by
such person as the Depositary or the Company, as instructed to the Depositary, may require in order
to comply with applicable laws.



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



     The Depositary, upon surrender of a Receipt for the purpose of exchanging the certificated American
Depositary Shares evidenced thereby for uncertificated American Depositary Shares, shall cancel
that Receipt and send the Owner a statement confirming that the





- 7 -









 







Owner is the owner of the same number of uncertificated American Depositary Shares that the
surrendered Receipt evidenced. The Depositary, upon receipt of a proper instruction (including, for
the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10) from the
Owner of uncertificated American Depositary Shares for the purpose of exchanging uncertificated
American Depositary Shares for certificated American Depositary Shares, shall execute and deliver
to the Owner a Receipt evidencing the same number of certificated American Depositary Shares.




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



SECTION 2.05 Surrender of American Depositary Shares 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 the
fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.09
and payment of all taxes and governmental charges payable in connection with such surrender and
withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit
Agreement, the Owner of those American Depositary Shares shall be entitled to delivery, to him or
as instructed, of the amount of Deposited Securities at the time represented by those American
Depositary Shares. Such delivery shall be made, as hereinafter provided, without unreasonable
delay.



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



     At the request, risk and expense of any Owner so surrendering American Depositary Shares, and for
the account of such Owner, the Depositary shall direct the Custodian to forward any cash or other
property (other than rights) comprising, and forward a certificate or certificates, if applicable,
and other proper documents of title for, the Deposited Securities





- 8 -









 







represented by the American Depositary Shares (evidenced by such Receipt, if applicable) to the
Depositary for delivery at the Corporate Trust Office of the Depositary. Such direction shall be
given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile
transmission.




SECTION 2.06 Limitations on Delivery, Transfer and Surrender of American Depositary Shares.





     As a condition precedent to the delivery, registration of transfer, or surrender of any
American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited
Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares
or the presenter of the Receipt or instruction for registration of transfer or surrender of
American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any
tax or other governmental charge and any stock transfer or registration fee with respect thereto
(including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees as herein provided, may require the production of proof satisfactory
to it as to the identity and genuineness of any signature and may also require compliance with any
regulations and procedures, if any, as the Depositary may establish consistent with the provisions
of this Deposit Agreement, including, without limitation, this Section 2.06.



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



SECTION 2.07 Lost Receipts, etc. 




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





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lost or stolen Receipt. Before the Depositary shall execute and deliver a new Receipt in
substitution for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with
the Depositary (i) a request for such execution and delivery before the Depositary has notice that
the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b)
satisfied any other reasonable requirements imposed by the Depositary.




SECTION 2.08 Cancellation and Destruction of Surrendered Receipts. 




     All Receipts surrendered to the Depositary shall be cancelled by the Depositary. Cancelled
Receipts shall not be entitled to any benefits under this Deposit Agreement or be valid for any
purpose. The Depositary is authorized to destroy Receipts so cancelled.



SECTION 2.09 Pre-Release of American Depositary Shares. 




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



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



SECTION 2.10 DTC Direct Registration System and Profile Modification System. 




     (a) Notwithstanding the provisions of Section 2.04, the parties acknowledge that the Direct
Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to
uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system
administered by DTC pursuant to which the Depositary may register the ownership of uncertificated
American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the
Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC
participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the
Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to
deliver those American Depositary Shares to the





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DTC account of that DTC participant without receipt by the Depositary of prior authorization from
the Owner to register such transfer.




     (b) In connection with and in accordance with the arrangements and procedures relating to
DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise
ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in
requesting a registration of transfer and delivery as described in subsection (a) has the actual
authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform
Commercial Code). For the avoidance of doubt, the provisions of Sections 5.03 and 5.08 shall apply
to the matters arising from the use of the DRS. The parties agree that the Depositary’s reliance
on and compliance with instructions received by the Depositary through the DRS/Profile System and
in accordance with this Deposit Agreement shall not constitute negligence or bad faith on the part
of the Depositary.



SECTION 2.11 Maintenance of Records. 




     The Depositary agrees to maintain records of all Receipts surrendered and Deposited Securities
withdrawn under Section 2.05, substitute Receipts delivered under Section 2.07, and cancelled or
destroyed Receipts under Section 2.08, in keeping with procedures ordinarily followed by stock
transfer agents located in the City of New York.



ARTICLE 3.

CERTAIN OBLIGATIONS OF OWNERS AND

HOLDERS OF AMERICAN DEPOSITARY SHARES




SECTION 3.01 Filing Proofs, Certificates and Other Information. 




     Any person presenting Shares for deposit or any Owner or holder may be required from time to time
to file with the Depositary or the Custodian such proof of citizenship or residence, exchange
control approval, or such information relating to the registration on the books of the Company or
the Foreign Registrar, if applicable, to execute such certificates and to make such representations
and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the
delivery or registration of transfer of American Depositary Shares or the distribution of any
dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such certificates are
executed or such representations and warranties made. The Depositary shall provide the Company,
upon the Company’s written request and at its expense in a timely manner, with copies of any
information or other material which it receives pursuant to this Section 3.01. Each Owner and
Holder agrees to provide any information requested by the Depositary pursuant to this Section 3.01.



SECTION 3.02 Liability of Owner for Taxes. 




     If any tax or other governmental charge shall become payable by the Custodian or the Depositary
with respect to any American Depositary Shares or any Deposited Securities represented by any
American Depositary Shares, such tax or other governmental charge shall be payable by the Owner of
such American Depositary Shares to the Depositary. The Depositary





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




SECTION 3.03 Warranties on Deposit of Shares. 




     Every person depositing Shares under this Deposit Agreement shall be deemed thereby to
represent and warrant that such Shares and each certificate therefor, if applicable, are validly
issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding
Shares and that the person making such deposit is duly authorized so to do. Every such person
shall also be deemed to represent that the deposit of such Shares and the sale of American
Depositary Shares representing such Shares by that person are not restricted under the Securities
Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery
of American Depositary Shares.



SECTION 3.04 Disclosure of Interests. 




     The Company may from time to time request Owners to provide information as to the capacity in which
such Owners own or owned American Depositary Shares and regarding the identity of any other persons
then or previously interested in such American Depositary Shares and the nature of such interest.
Each Owner agrees to provide any information requested by the Company or the Depositary pursuant to
this Section 3.04. The Depositary agrees to comply with reasonable written instructions received
from the Company requesting that the Depositary forward any such requests to the Owners and to
forward to the Company any such responses to such requests received by the Depositary. To the
extent that provisions of or governing any Deposited Securities or the rules or regulations of any
governmental authority or securities exchange may require the disclosure of beneficial or other
ownership of Deposited Securities, other Shares and other securities to the Company or other
persons and may provide for blocking transfer and voting or other rights to enforce such disclosure
or limit such ownership, the Depositary shall use its reasonable efforts to comply with Company’s
instructions in respect of any such enforcement or limitation.



ARTICLE 4.

THE DEPOSITED SECURITIES




SECTION 4.01 Cash Distributions. 




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





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




SECTION 4.02 Distributions Other Than Cash, Shares or Rights. 




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



SECTION 4.03 Distributions in Shares. 




     If any distribution upon any Deposited Securities consists of a dividend in, or free distribution
of, Shares, the Depositary may, and shall, subject to the following sentence, if the Company so
requests in writing, deliver to the Owners entitled thereto, in proportion to the number of
American Depositary Shares representing such Deposited Securities held by them respectively, an
aggregate number of American Depositary Shares representing the amount of Shares received as such
dividend or free distribution, subject to the terms and conditions of the





- 13 -









 







Deposit Agreement with respect to the deposit of Shares and after deduction or upon issuance of
American Depositary Shares, including the withholding of any tax or other governmental charge as
provided in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in
Section 5.09 (and the Depositary may sell, by public or private sale, an amount of the Shares
received sufficient to pay its fees and expenses in respect of that distribution). The Depositary
may withhold any such delivery of American Depositary Shares if it has not received satisfactory
assurances from the Company that such distribution does not require registration under the
Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any such
case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions
and distribute the net proceeds, all in the manner and subject to the conditions described in
Section 4.01. If additional American Depositary Shares are not so delivered, each American
Depositary Share shall thenceforth also represent the additional Shares distributed upon the
Deposited Securities represented thereby.




SECTION 4.04 Rights. 




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



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



     If the Depositary has distributed warrants or other instruments for rights to all or certain
Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to
the Depositary from such Owner to exercise such rights, upon payment by such Owner to the
Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to
be received upon the exercise of the rights, and upon payment of the fees and expenses of the
Depositary and any other charges as set forth in such warrants or other instruments, the Depositary
shall, on behalf of such Owner, exercise the rights and purchase the





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Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on
behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased
to be deposited pursuant to Section 2.02 of this Deposit Agreement, and shall, pursuant to Section
2.03 of this Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a
distribution pursuant to the second paragraph of this Section, such deposit shall be made, and
Deposited Securities shall be delivered, under depositary arrangements which provide for issuance
of Deposited Securities subject to the appropriate restrictions on sale, deposit, cancellation, and
transfer under applicable law.




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



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



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



SECTION 4.05 Conversion of Foreign Currency. 




     Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or
other distributions or the net proceeds from the sale of securities, property or rights, and if at
the time of the receipt thereof the foreign currency so received can in the judgment of the
Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to
the United States, the Depositary shall convert or cause to be converted by sale or in any other
manner that it may determine such foreign currency into Dollars, and such Dollars shall be
distributed to the Owners entitled thereto or, if the Depositary shall have distributed any
warrants and/or other instruments which entitle the holders thereof to such Dollars,




- 15 -









 







then to the holders of such warrants and/or instruments upon surrender thereof for cancellation.
Such distribution may be made upon an averaged or other practicable basis without regard to any
distinctions among Owners on account of exchange restrictions, the date of delivery of any American
Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred
by the Depositary as provided in Section 5.09.




     If such conversion or distribution can be effected only with the approval or license of any
government or any agency thereof, the Depositary shall file such application for approval or
license, if any, as it may deem desirable, provided, however, that in no event
shall either the Depositary or the Company be required to make any such filing.



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



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



SECTION 4.06 Fixing of Record Date. 




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





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such rights or the net proceeds of sale thereof in proportion to the number of American Depositary
Shares held by them respectively and to give voting instructions and to act in respect of any other
such matter.




SECTION 4.07 Voting of Deposited Securities. 




     Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if
requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail
to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary,
which shall contain (a) such information as is contained in such notice of meeting received by the
Depositary from the Company, (b) a statement that the Owners as of the close of business on a
specified record date will be entitled, subject to any applicable provision of Cayman Islands law
and of the memorandum and articles of association or similar document of the Company, to instruct
the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares
or other Deposited Securities represented by their respective American Depositary Shares and (c) a
statement as to the manner in which such instructions may be given, including an express indication
that such instructions may be given or deemed given in accordance with the last sentence of this
paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a
person designated by the Company. Upon the written request of an Owner on such record date,
received on or before the date established by the Depositary for such purpose, the Depositary shall
endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other
Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in
accordance with the instructions set forth in such request. The Depositary shall not vote or
attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities,
other than in accordance with such instructions or deemed instructions. Following such mailing and
solicitation, if no instructions are received by the Depositary from any Owner with respect to any
of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s
Receipts on or before the date established by the Depositary for such purpose, the Depositary shall
deem such Owner 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, that no such instruction shall be deemed given and no such discretionary proxy
shall be given with respect to any matter as to which the Company informs the Depositary (and the
Company agrees to provide such information as promptly as practicable in writing) that (x) the
Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter
materially and adversely affects the rights of holders of Shares.



     There can be no assurance that Owners generally or any Owner in particular will receive the notice
described in the preceding paragraph sufficiently prior to the instruction date to ensure that the
Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth
in the preceding paragraph.



     In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of
voting rights relating to Deposited Securities, if the Company will request the Depositary to act
under this Section, the Company shall endeavor to give the Depositary notice





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of any such meeting or solicitation and details concerning the matters to be voted upon
sufficiently in advance of the meeting date.




SECTION 4.08 Changes Affecting Deposited Securities. 




     Upon any change in nominal value, change in par value, split-up, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or
consolidation or sale of assets affecting the Company or to which it is a party, or upon the
redemption or cancellation by the Company of the Deposited Securities, any securities, cash or
property which shall be received by the Depositary or a Custodian in exchange for, in conversion
of, in lieu of or in respect of Deposited Securities, shall be treated as new Deposited Securities
under this Deposit Agreement, and American Depositary Shares shall thenceforth represent, in
addition to the existing Deposited Securities, the right to receive the new Deposited Securities so
received, unless additional Receipts are delivered pursuant to the following sentence. In any such
case the Depositary may execute and deliver additional Receipts as in the case of a dividend in
Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such new Deposited Securities.



SECTION 4.09 Reports. 




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



SECTION 4.10 Lists of Owners. 




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



SECTION 4.11 Withholding. 




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



- 18 -









 




to the Company or its agent such information from its records as the Company may reasonably request
to enable the Company or its agent to file necessary reports with governmental agencies.




ARTICLE 5.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY




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




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



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



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



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



     The Company shall have the right, at all reasonable times, to inspect transfer and registration
records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require
such parties to supply copies of such portions of their records as the Company may reasonably
request.



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




     Neither the Depositary nor the Company nor any of their respective directors, employees, agents or
affiliates shall incur any liability to any Owner or Holder (i) if 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 governmental or regulatory authority or stock exchange, or by reason of any
provision, present or future, of the memorandum and articles of association or similar document of
the Company, or by reason of any provision of any securities issued or distributed by the Company,
or any offering or distribution thereof, or by reason of any act of God or war or terrorism or
other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed
or forbidden from, or be subject to any civil or criminal penalty on account of, doing or
performing any act or thing which by the terms of this Deposit Agreement or the Deposited
Securities it is provided shall be done or performed, (ii) by reason of any nonperformance or
delay, caused as aforesaid, in the performance of any act or thing





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which by the terms of this Deposit Agreement it is provided shall or may be done or performed,
(iii) by reason of any exercise of, or failure to exercise, any discretion provided for in this
Deposit Agreement, (iv) for the inability of any Owner or holder 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 Owners or holders, or (v) for any
special, consequential or punitive damages for any breach of the terms of this Deposit Agreement.
Where, by the terms of a distribution pursuant to Section 4.01, 4.02, or 4.03, or an offering or
distribution pursuant to Section 4.04, or for any other reason, such distribution or offering may
not be made available to Owners, and the Depositary may not dispose of such distribution or
offering on behalf of such Owners and make the net proceeds available to such Owners, then the
Depositary shall not make such distribution or offering, and shall allow any rights, if applicable,
to lapse.




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




     The Company, its directors, officers, employees, agents and affiliates assume no obligation nor
shall any of them be subject to any liability under this Deposit Agreement to any Owner or Holder,
except that the Company agrees to perform its obligations specifically set forth in this Deposit
Agreement without negligence or bad faith.



     The Depositary , its directors, officers, employees, agents and affiliates assume no obligation nor
shall any of them be subject to any liability under this Deposit Agreement to any Owner or Holder
(including, without limitation, liability with respect to the validity or worth of the Deposited
Securities), except that the Depositary agrees to perform its obligations specifically set forth in
this Deposit Agreement without negligence or bad faith.



     Neither the Depositary nor the Company, nor any of their respective directors, officers, employees,
agents or affiliates 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 American
Depositary Shares on behalf of any Owner or Holder or any other person.



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



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



     The Depositary shall not be liable for the acts or omissions made by any securities depository,
clearing agency or settlement system in connection with or arising out of book-entry settlement of
Deposited Securities or otherwise.





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



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



SECTION 5.04 Resignation and Removal of the Depositary. 




     The Depositary may at any time resign as Depositary hereunder by written notice of its
election so to do delivered to the Company, such resignation to take effect upon the appointment of
a successor depositary and its acceptance of such appointment as hereinafter provided.



     The Depositary may at any time be removed by the Company by 120 days prior written notice of
such removal, to become effective upon the later of (i) the 120th day after delivery of
the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance
of such appointment as hereinafter provided.



     In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall
use its best efforts to appoint a successor depositary, which shall be a bank or trust company
having an office in the Borough of Manhattan, The City of New York. Every successor depositary
shall execute and deliver to its predecessor and to the Company an instrument in writing accepting
its appointment hereunder, and thereupon such successor depositary, without any further act or
deed, shall become fully vested with all the rights, powers, duties and obligations of its
predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written
request of the Company shall execute and deliver an instrument transferring to such successor all
rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Deposited Securities to such successor and shall deliver to such
successor a list of the Owners of all outstanding Receipts. Any such successor depositary shall
promptly mail notice of its appointment to the Owners.



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



SECTION 5.05 The Custodians. 




     The Custodian shall be subject at all times and in all respects to the directions of the Depositary
and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties
hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the
date on which such resignation is to become effective. If upon such resignation there shall be no
Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a
substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder. The
Depositary in its discretion may appoint a substitute
or additional custodian or custodians, each of which shall thereafter be one of the Custodians
hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited
Securities





- 21 -









 







held by it as are requested of it to any other Custodian or such substitute or additional custodian
or custodians. Each such substitute or additional custodian shall deliver to the Depositary,
forthwith upon its appointment, an acceptance of such appointment satisfactory in form and
substance to the Depositary.




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



SECTION 5.06 Notices and Reports. 




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



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



     The Company represents that as of the date of this Deposit Agreement and as amended from time to
time, the statements in Article 11 of the Receipt are true and correct. The Company agrees to
promptly notify the Depositary and all Owners in the event of any change in the truth of any such
statements.



SECTION 5.07 Distribution of Additional Shares, Rights, etc. 




     If the Company or any affiliate of the Company determines to make any issuance or distribution of
(1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares,
or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify
the Depositary in writing in English as promptly as practicable and in any event before the
Distribution starts and, if requested in writing by the Depositary, the Company shall promptly
furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably
satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in
the United States, would require, registration under the Securities Act of 1933. If,





- 22 -









 







in the opinion of that counsel, the Distribution requires, or, if made in the United States, would
require, registration under the Securities Act of 1933, that counsel shall furnish to the
Depositary a written opinion as to whether or not there is a registration statement under the
Securities Act of 1933 in effect that will cover that Distribution.




     Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on
the part of the Company or the Depositary to file a registration statement under the Securities Act
of 1933 in respect of any such securities or rights.



     In the event of any issuance of additional securities, the Company shall have no obligation to
register such additional securities under the Securities Act of 1933 and, to the extent the Company
in its discretion deems it necessary or advisable in order to avoid any requirement to register
such additional securities under the Securities Act of 1933, may prevent Owners in the United
States from purchasing any such additional securities (whether pursuant to preemptive rights or
otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time
following the issuance of such additional securities and to adopt such other specific measures as
the Company may reasonably request in writing.



     The Company agrees with the Depositary that neither the Company nor any company controlled by,
controlling or under common control with the Company will at any time deposit any Shares, either
originally issued or previously issued and reacquired by the Company or any such affiliate, unless
(i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the
Company delivers to the Depositary an opinion of United States counsel, satisfactory to the
Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in
the United States without further registration under the Securities Act of 1933, or (ii) such
deposit, and the issuance of Shares in respect thereof, is exempt from registration under the
Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the
Depositary, to that effect.



SECTION 5.08 Indemnification. 




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



     The indemnities contained in the preceding paragraph shall not extend to any liability or expense
which arises solely and exclusively out of a Pre-Release (as defined in Section 2.09) of a Receipt
or Receipts in accordance with Section 2.09 and which would not otherwise have arisen had such
Receipt or Receipts not been the subject of a Pre-Release





- 23 -









 







pursuant to Section 2.09; provided, however, that the indemnities provided in the
preceding paragraph shall apply to any such liability or expense; (i) to the extent that such
liability or expense would have arisen had a Receipt or Receipts not been the subject of a
Pre-Release, or
(ii) which may arise out of any misstatement or alleged misstatement or omission or alleged
omission in any registration statement, proxy statement, prospectus (or placement memorandum), or
preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of
American Depositary Shares, except to the extent any such liability or expense arises out of (i)
information relating to the Depositary or any custodian (other than the Company), as applicable,
furnished in writing and not materially changed or altered by the Company expressly for use in any
of the foregoing documents, or, (ii) if such information is provided, the failure to state a
material fact necessary to make the information provided not misleading.




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



     If an action or proceeding (including, but not limited to, any governmental investigation, claim or
dispute) in respect of which indemnity may be sought by either party is brought or asserted against
the other party, the party seeking indemnification (the “Indemnitee”) shall promptly notify the
other party (the “Indemnitor”) in writing of such proceeding giving reasonable details thereof.
The Indemnitor shall be entitled to participate in such proceeding and, to the extent no conflict
of interest exists in the conduct of the defense, to assume the defense thereof with counsel
reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of
its election to assume the defense, and provided no conflict of interest exists, the Indemnitor
shall not be liable to the Indemnitee for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by the Indemnitee, in connection with the defense
other than reasonable costs of investigation. No compromise or settlement of such action or
proceeding may be effected by either party without the other party’s consent (which shall not be
unreasonably withheld) unless (i) there is no finding or admission of any violation of law and no
effect on any other claims that may be made against such other party and (ii) the sole relief
provided is monetary damages that are paid in full by the party seeking such compromise or
settlement.



SECTION 5.09 Charges of Depositary. 




     The Company agrees to pay the fees and out-of-pocket expenses of the Depositary and those of any
Registrar in accordance with agreements in writing entered into between the Depositary and the
Company from time to time.



     The following charges shall be incurred by any party depositing or withdrawing Shares or by any
party surrendering American Depositary Shares or to whom American Depositary Shares are issued
(including, without limitation, issuance pursuant to a stock dividend or stock split declared by
the Company or an exchange of stock regarding the American Depositary Shares or Deposited
Securities or a delivery of American Depositary Shares pursuant to Section 4.03), or by Owners, as
applicable: (1) taxes and other governmental charges, (2)





- 24 -









 







such registration fees as may from time to time be in effect for the registration of transfers of
Shares generally on the Share register of the Company or Foreign Registrar and applicable to
transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile
transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are
incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a
fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of
American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 and the surrender of American
Depositary Shares pursuant to Section 2.05 or 6.02, (6) a fee of $.02 or less per American
Depositary Share (or portion thereof) for any cash distribution made pursuant to this Deposit
Agreement, including, but not limited to Sections 4.01 through 4.04 hereof, (7) a fee for the
distribution of securities pursuant to Section 4.02, such fee being in an amount equal to the fee
for the execution and delivery of American Depositary Shares referred to above which would have
been charged as a result of the deposit of such securities (for purposes of this clause 7 treating
all such securities as if they were Shares) but which securities are instead distributed by the
Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per
American Depositary Share (or portion thereof) per annum for depositary services, which will be
payable as provided in clause 9 below, and (9) any other charges payable by the Depositary, any of
the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in
connection with the servicing of Shares or other Deposited Securities (which charge shall be
assessed against Owners as of the date or dates set by the Depositary in accordance with Section
4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such
charge or by deducting such charge from one or more cash dividends or other cash distributions).




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



SECTION 5.10 Retention of Depositary Documents. 




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



SECTION 5.11 Exclusivity. 




     Subject to the terms and conditions of Section 5.04, the Company agrees not to appoint any other
depositary for issuance of American or global depositary shares or receipts so long as The Bank of
New York Mellon is acting as Depositary hereunder.



SECTION 5.12 List of Restricted Securities Owners. 




     From time to time, 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 that list on a regular basis. The Company agrees to advise in writing
each of the persons or entities so listed that such Restricted Securities





- 25 -









 







are ineligible for deposit hereunder. The Depositary may rely on such a list or update but shall
not be liable for any action or omission made in reliance thereon.




ARTICLE 6.

AMENDMENT AND TERMINATION




SECTION 6.01 Amendment. 




     The form of the Receipts and any provisions of this Deposit Agreement may at any time and from
time to time be amended by agreement between the Company and the Depositary without the consent of
Owners or holders in any respect which they may deem necessary or desirable. Any amendment which
shall impose or increase any fees or charges (other than taxes and other governmental charges,
registration fees, cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall,
however, not become effective as to outstanding American Depositary Shares until the expiration of
30 days after notice of such amendment shall have been given to the Owners of outstanding American
Depositary Shares. Every Owner and Holder, at the time any amendment so becomes effective, shall be
deemed, by continuing to hold such American Depositary Shares or any interest therein, to consent
and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no
event shall any amendment impair the right of the Owner to surrender American Depositary Shares and
receive therefor the Deposited Securities represented thereby, except in order to comply with
mandatory provisions of applicable law.



SECTION 6.02 Termination. 




     The Company may at any time terminate this Deposit Agreement by instructing the Depositary to mail
a notice of termination to the Owners of all American Depositary Shares then outstanding at least
60 days prior to the termination date included in such notice. The Depositary may likewise
terminate this Deposit Agreement if at any time 30 days shall have expired after the Depositary
delivered to the Company a written resignation notice and if a successor depositary shall not have
been appointed and accepted its appointment as provided in Section 5.04; in such case the
Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then
outstanding at least 30 days prior to the termination date. On and after the date of termination,
the Owner of American Depositary Shares will, upon (a) surrender of such American Depositary
Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary Shares
referred to in Section 2.05, and (c) payment of any applicable taxes or governmental charges, be
entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented
by those American Depositary Shares. If any American Depositary Shares shall remain outstanding
after the date of termination, the Depositary thereafter shall discontinue the registration of
transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners
thereof, and shall not give any further notices or perform any further acts under this Deposit
Agreement, except that the Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights and other property as provided in this
Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends
or other distributions received with respect thereto and the net proceeds of the sale of any rights
or other property,





- 26 -









 







upon surrender of American Depositary Shares (after deducting, in each case, the fee of the
Depositary for the surrender of American Depositary Shares, any expenses for the account of the
Owner of such American Depositary Shares in accordance with the terms and conditions of this
Deposit Agreement, and any applicable taxes or governmental charges).




     At any time after the expiration of four months from the date of termination, the Depositary
may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net
proceeds of any such sale, together with any other cash then held by it under this Deposit
Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Owners
of American Depositary Shares that have not theretofore been surrendered, such Owners thereupon
becoming general creditors of the Depositary with respect to such net proceeds. After making such
sale, the Depositary shall be discharged from all obligations under this Deposit Agreement, except
to account for such net proceeds and other cash (after deducting, in each case, the fee of the
Depositary for the surrender of American Depositary Shares, any expenses for the account of the
Owner of such American Depositary Shares in accordance with the terms and conditions of this
Deposit Agreement, and any applicable taxes or governmental charges) and except for its obligations
to the Company under Section 5.08. 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 under Sections 5.08 and 5.09.



ARTICLE 7.

MISCELLANEOUS




SECTION 7.01 Counterparts. 




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



SECTION 7.02 No Third Party Beneficiaries. 




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



SECTION 7.03 Severability. 




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



- 27 -









 








SECTION 7.04 Owners and Holders as Parties; Binding Effect. 




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



SECTION 7.05 Notices. 




     Any and all notices to be given to the Company shall be deemed to have been duly given if
personally delivered or sent by first class mail or cable, telex or facsimile transmission
confirmed by letter, addressed to China Hydroelectric Corporation, 420 Lexington Avenue, Suite 860,
New York, NY 10170, Attention: [•] or any other place with respect to which the Company may have
given written notice to the Depositary.



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



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



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



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




     The Company hereby (i) irrevocably designates and appoints
                                    
                 
                                                                   , or such subsequent or successor agent as shall be appointed
by the Company following notice to the Depositary, in the State of New York, as the Company’s
authorized agent upon which process may be served in any suit or proceeding arising out of or
relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or
this Deposit Agreement, (ii) consents and submits to the jurisdiction of any state or federal court
in the Borough of Manhattan in The City of New York, State of New York in



- 28 -









 




which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon
said authorized agent shall be deemed in every respect effective service of process upon the
Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and
delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such
agent. The Company further agrees to take any and all action, including the filing of any and all
such documents and instruments, as may be necessary to continue such designation and appointment in
full force and effect for so long as any American Depositary Shares or Receipts remain outstanding
or this Agreement remains in force. In the event the Company fails to continue such designation
and appointment in full force and effect, the Company hereby waives personal service of process
upon it and consents that any such service of process may be made by certified or registered mail,
return receipt requested, directed to the Company at its address last specified for notices
hereunder, and service so made shall be deemed completed five (5) days after the same shall have
been so mailed.




     EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND
HOLDER) 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 COMPANY AND/OR THE
DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED
SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT
LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).



SECTION 7.07 Waiver of Immunities. 




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



SECTION 7.08 Governing Law. 




     This Deposit Agreement and the Receipts shall be interpreted and all rights hereunder and
thereunder and provisions hereof and thereof shall be governed by the laws of the



- 29 -









 







State of New York, except with respect to its authorization and execution by the Company, which
shall be governed by the laws of the Cayman Islands.



- 30 -









 





     IN WITNESS WHEREOF, CHINA HYDROELECTRIC CORPORATION and THE BANK OF NEW YORK MELLON have duly
executed this Deposit Agreement as of the day and year first set forth above and all Owners and
Holders shall become parties hereto upon acceptance by them of American Depositary Shares or any
interest therein.



	 	 	 	 	 
	 	CHINA HYDROELECTRIC CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON, as Depositary

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




- 31 -











 





EXHIBIT A




	 	 	 
	 

	 	AMERICAN DEPOSITARY SHARES
	 

	 	(Each American Depositary Share represents
	 

	 	                     deposited Shares)






THE BANK OF NEW YORK MELLON

AMERICAN DEPOSITARY RECEIPT

FOR ORDINARY SHARES OF

THE PAR VALUE OF
                    
EACH OF

CHINA HYDROELECTRIC CORPORATION

(INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS)




     The Bank of New York Mellon, as depositary (hereinafter called the “Depositary”), hereby
certifies that                    


                                        , or registered assigns IS THE OWNER OF                     




AMERICAN DEPOSITARY SHARES



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




THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS

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




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     1. THE DEPOSIT AGREEMENT.



     This American Depositary Receipt is one of an issue (herein called “Receipts”), all issued and
to be issued upon the terms and conditions set forth in the deposit agreement, dated as of
                    , 2009 (herein called the “Deposit Agreement”), by and among the Company, the Depositary,
and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each
of whom by accepting American Depositary Shares agrees to become a party thereto and become bound
by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of Owners and
holders and the rights and duties of the Depositary in respect of the Shares deposited thereunder
and any and all other securities, property and cash from time to time received in respect of such
Shares and held thereunder (such Shares, securities, property, and cash are herein called
“Deposited Securities”). Copies of the Deposit Agreement are on file at the Depositary’s Corporate
Trust Office in New York City and at the office of the Custodian.



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



     2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.



     Upon surrender at the Corporate Trust Office of the Depositary of American Depositary Shares, and
upon payment of the fee of the Depositary provided in this Receipt, and subject to the terms and
conditions of the Deposit Agreement, the Owner of those American Depositary Shares is entitled to
delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by
those American Depositary Shares. Such delivery will be made at the option of the Owner hereof,
either at the office of the Custodian or at the Corporate Trust Office of the Depositary, provided
that the forwarding of certificates for Shares or other Deposited Securities for such delivery at
the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof.



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



     Transfers of American Depositary Shares may be registered on the books of the Depositary upon (i)
in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those
American Depositary Shares, by the Owner in person or by a duly authorized attorney, properly
endorsed or accompanied by proper instruments of transfer or (ii) in the case of uncertificated
American Depositary Shares, receipt from the Owner of a proper instruction (including, for the
avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10 of the Deposit
Agreement), and, in either case, duly stamped as may be required by the laws of the State of New
York and of the United States of America and upon payment of funds for any applicable transfer
taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the
Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or
may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of
American Depositary Shares as the



2









 







Receipt or Receipts surrendered. The Depositary, upon surrender of a Receipt for the purpose of
exchanging for uncertificated American Depositary Shares, shall cancel that Receipt and send the
Owner a statement confirming that the Owner is the Owner of the same number of uncertificated
American Depositary Shares that the surrendered Receipt evidenced. The Depositary, upon receipt of
a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile
as provided in Section 2.10 of the Deposit Agreement) from the Owner of uncertificated American
Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall
execute and deliver to the Owner a Receipt evidencing the same number of certificated American
Depositary Shares. As a condition precedent to the delivery, registration of transfer, or
surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal
of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from
the depositor of the Shares or the presenter of the Receipt or instruction for registration of
transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient
to reimburse it for any tax or other governmental charge and any stock transfer or registration fee
with respect thereto (including any such tax or charge and fee with respect to Shares being
deposited or withdrawn) and payment of any applicable fees as provided in the Deposit Agreement,
may require the production of proof satisfactory to it as to the identity and genuineness of any
signature and may also require compliance with any regulations and procedures, if any, as the
Depositary may establish consistent with the provisions of the Deposit Agreement.



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



     4. LIABILITY OF OWNER FOR TAXES.



     If any tax or other governmental charge shall become payable with respect to any American
Depositary Shares or any Deposited Securities represented by any American



3









 







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



     5. WARRANTIES ON DEPOSIT OF SHARES.



     Every person depositing Shares under the Deposit Agreement shall be deemed thereby to
represent and warrant, that such Shares and each certificate therefor, if applicable, are validly
issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding
Shares and that the person making such deposit is duly authorized so to do. Every such person
shall also be deemed to represent that the deposit of such Shares and the sale of American
Depositary Shares representing such Shares by that person are not restricted under the Securities
Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery
of American Depositary Shares.



     6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.



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



     7. CHARGES OF DEPOSITARY.



     The following charges shall be incurred by any party depositing or withdrawing Shares or by any
party surrendering American Depositary Shares or to whom American Depositary Shares are issued
(including, without limitation, issuance pursuant to a stock dividend or stock split declared by
the Company or an exchange of stock regarding the American Depositary Shares or Deposited
Securities or a delivery of American Depositary Shares pursuant to Section 4.03 of the Deposit
Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such
registration fees as may from time to time be in effect for the registration of transfers of Shares
generally on the Share register of the Company or Foreign Registrar and applicable to transfers of
Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the
making of deposits or withdrawals under the



4









 







terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are
expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in
the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of
$5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American
Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender
of American Depositary Shares pursuant to Section 2.05 or
6.02 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion
thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not
limited to Sections 4.01 through 4.04 of the Deposit Agreement, (7) a fee for the distribution of
securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to
the fee for the execution and delivery of American Depositary Shares referred to above which would
have been charged as a result of the deposit of such securities (for purposes of this clause 7
treating all such securities as if they were Shares) but which securities are instead distributed
by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or
less per American Depositary Share (or portion thereof) per annum for depositary services, which
will be payable as provided in clause 9 below, and (9) any other charges payable by the Depositary,
any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents
in connection with the servicing of Shares or other Deposited Securities (which charge shall be
assessed against Owners as of the date or dates set by the Depositary in accordance with Section
4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by
billing such Owners for such charge or by deducting such charge from one or more cash dividends or
other cash distributions).



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



     8. PRE-RELEASE OF RECEIPTS.



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



5









 





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



     9. TITLE TO RECEIPTS.



     It is a condition of this Receipt and every successive Owner and Holder of this Receipt by
accepting or holding the same consents and agrees that when properly endorsed or accompanied by
proper instruments of transfer, this Receipt shall be transferable as certificated registered
securities under the laws of New York. American Depositary Shares not evidenced by Receipts shall
be transferable as uncertificated registered securities under the laws of New York.
The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American
Depositary Shares 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 the Deposit
Agreement and for all other purposes, and neither the Depositary nor the Company shall have any
obligation or be subject to any liability under the Deposit Agreement to any Holder of a Receipt
unless such Holder is the Owner thereof.



     10. VALIDITY OF RECEIPT.



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



     11. REPORTS; INSPECTION OF TRANSFER BOOKS.



     The Company is subject to the periodic reporting requirements of the Securities Exchange Act of
1934 and, accordingly, files certain reports with the Securities and Exchange Commission. Those
reports will be available for inspection and copying through the Commission’s EDGAR system or at
public reference facilities maintained by the Commission in Washington, D.C.



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



     The Depositary will keep books, at its Corporate Trust Office, for the registration of American
Depositary Shares and transfers of American Depositary Shares which at all



6









 







reasonable times shall be open for inspection by the Owners, provided that such inspection shall
not be for the purpose of communicating with Owners in the interest of a business or object other
than the business of the Company or a matter related to the Deposit Agreement or the American
Depositary Shares.



     12. DIVIDENDS AND DISTRIBUTIONS.



     Whenever the Depositary receives any cash dividend or other cash distribution on any Deposited
Securities, the Depositary will, if at the time of receipt thereof any amounts received in a
foreign currency can in the judgment of the Depositary be converted on a reasonable basis into
United States dollars transferable to the United States, and subject to the Deposit Agreement,
convert such dividend or distribution into dollars and will distribute the amount thus received
(net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of
the Deposit Agreement) to the Owners entitled thereto; provided, however, that in
the event that the Company or the Depositary is required to withhold and does withhold from any
cash dividend or other cash distribution in respect of any Deposited Securities an amount on
account of taxes or other governmental charges, the amount distributed to the Owners of the
American Depositary Shares representing such Deposited Securities shall be reduced accordingly.



     Subject to the provisions of Section 4.11 and 5.09 of the Deposit Agreement, whenever the
Depositary receives any distribution other than a distribution described in Section 4.01, 4.03 or
4.04 of the Deposit Agreement, the Depositary will cause the securities or property received by it
to be distributed to the Owners entitled thereto, in proportion to the number of American
Depositary Shares representing such Deposited Securities held by them respectively, in any manner
that the Depositary may deem equitable and practicable for accomplishing such distribution;
provided, however, that if in the opinion of the Depositary, after consultation
with the Company, to the extent practicable, such distribution cannot be made proportionately among
the Owners of Receipts entitled thereto, or if for any other reason the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and
practicable for the purpose of effecting such distribution, including, but not limited to, the
public or private sale of the securities or property thus received, or any part thereof, and the
net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in
Article 7 hereof and Section 5.09 of the Deposit Agreement) will be distributed by the Depositary
to the Owners of Receipts entitled thereto all in the manner and subject to the conditions
described in Section 4.01 of the Deposit Agreement. The Depositary may sell, by public or private
sale, an amount of securities or other property it would otherwise distribute under this Article
that is sufficient to pay its fees and expenses in respect of that distribution.



     If any distribution consists of a dividend in, or free distribution of, Shares, the Depositary may,
and shall, subject to the following sentence, if the Company so requests in writing, deliver to the
Owners entitled thereto, an aggregate number of American Depositary Shares representing the amount
of Shares received as such dividend or free distribution, subject to the terms and conditions of
the Deposit Agreement with respect to the deposit of Shares and after deduction or upon issuance of
American Depositary Shares, including the withholding of



7









 







any tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the
payment of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09
of the Deposit Agreement (and the Depositary may sell, by public or private sale, an amount of
Shares received sufficient to pay its fees and expenses in respect of that distribution). In lieu
of delivering fractional American Depositary Shares in any such case, the Depositary will sell the
amount of Shares represented by the aggregate of such fractions and distribute the net proceeds,
all in the manner and subject to the conditions described in
Section 4.01 of the Deposit Agreement.
If additional American Depositary Shares are not so delivered, each American Depositary Share shall
thenceforth also represent the additional Shares distributed upon the Deposited Securities
represented thereby.



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



     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 necessary reports with
governmental agencies.



     13. RIGHTS.



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



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



8









 





     If the Depositary has distributed warrants or other instruments for rights to all or
certain Owners, then upon instruction from such an Owner pursuant to such warrants or other
instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner
to the Depositary for the account of such Owner of an amount equal to the purchase price of the
Shares to be received upon the exercise of the rights, and upon payment of the fees and expenses of
the Depositary and any other charges as set forth in such warrants or other instruments, the
Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the
Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such
Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited
pursuant to Section 2.02 of the Deposit Agreement, and shall, pursuant to Section 2.03 of the
Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a distribution
pursuant to the second paragraph of this Article 13, such deposit shall be made, and Deposited
Securities shall be delivered, under depositary arrangements which provide for issuance of
Deposited Securities subject to the appropriate restrictions on sale, deposit, cancellation, and
transfer under applicable law.



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



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



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



9









 





     14. CONVERSION OF FOREIGN CURRENCY.



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



     If such conversion or distribution can be effected only with the approval or license of any
government or any agency thereof, the Depositary shall file such application for approval or
license, if any, as it may deem desirable , provided, however, that in no event
shall either the Depositary or the Company be required to make any such filing.



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



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



     15. RECORD DATES.



     Whenever any cash dividend or other cash distribution shall become payable or any distribution
other than cash shall be made, or whenever rights shall be issued with respect to the Deposited
Securities, or whenever the Depositary shall receive notice of any meeting of holders of Shares or
other Deposited Securities, or whenever for any reason the Depositary causes a change in the number
of Shares that are represented by each American Depositary Share, or whenever the Depositary shall
find it necessary or convenient, the Depositary shall fix



10









 







a record date, which shall insofar as is reasonable, be as close as practicable to the record date
established by the Company in respect of the Shares or other Deposited Securities (if applicable)
(a) for the determination of the Owners who shall be (i) entitled to receive such dividend,
distribution or rights or the net proceeds of the sale thereof, (ii) entitled to give instructions
for the exercise of voting rights at any such meeting or (iii) responsible for any fee or charge
assessed by the Depositary pursuant to the Deposit Agreement, or (b) on or after which each
American Depositary Share will represent the changed number of Shares, subject to the provisions of
the Deposit Agreement.



     16. VOTING OF DEPOSITED SECURITIES.



     Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if
requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail
to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the
Depositary, which shall contain (a) such information as is contained in such notice of meeting
received by the Depositary from the Company, (b) a statement that the Owners of Receipts as of the
close of business on a specified record date will be entitled, subject to any applicable provision
of Cayman Islands law and of the memorandum and articles of association or similar document of the
Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to
the amount of Shares or other Deposited Securities represented by their respective American
Depositary Shares and (c) a statement as to the manner in which such instructions may be given or
deemed given in accordance with the last sentence of this paragraph if no instruction is received,
to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the
written request of an Owner of a Receipt on such record date, received on or before the date
established by the Depositary for such purpose, the Depositary shall endeavor insofar as
practicable to vote or cause to be voted the amount of Shares or other Deposited Securities
represented by such American Depositary Shares evidenced by such Receipt in accordance with the
instructions set forth in such request. The Depositary shall not vote or attempt to exercise the
right to vote that attaches to the Shares or other Deposited Securities, other than in accordance
with such instructions or deemed instructions. If no instructions are received by the Depositary
from any Owner with respect to any of the Deposited Securities represented by the American
Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the
Depositary for such purpose, the Depositary shall deem such Owner 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, that no such instruction shall be
deemed given and no such discretionary proxy shall be given with respect to any matter as to which
the Company informs the Depositary (and the Company agrees to provide such information as promptly
as practicable in writing) that
(x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such
matter materially and adversely affects the rights of holders of Shares.



     There can be no assurance that Owners generally or any Owner in particular will receive the notice
described in the preceding paragraph sufficiently prior to the instruction date to ensure that the
Depositary will vote the Shares or Deposited Securities in accordance with the
provisions set forth in the preceding paragraph.



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     17. CHANGES AFFECTING DEPOSITED SECURITIES.



     Upon any change in nominal value, change in par value, split-up, consolidation, or any other
reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or
consolidation, or sale of assets affecting the Company or to which it is a party, or upon the
redemption or cancellation by the Company of the Deposited Securities, any securities, cash or
property which shall be received by the Depositary or a Custodian in exchange for, in conversion
of, in lieu of or in respect of Deposited Securities shall be treated as new Deposited Securities
under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in
addition to the existing Deposited Securities, the right to receive the new Deposited Securities so
received, unless additional Receipts are delivered pursuant to the following sentence. In any such
case the Depositary may execute and deliver additional Receipts as in the case of a dividend in
Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such new Deposited Securities.



     18. LIABILITY OF THE COMPANY AND DEPOSITARY.



     Neither the Depositary nor the Company nor any of their respective directors, employees, agents or
affiliates shall incur any liability to any Owner or Holder, (i) if 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 governmental or regulatory authority or stock exchange, or by reason of any
provision, present or future, of the memorandum and articles of association or similar document of
the Company, or by reason of any provision of any securities issued or distributed by the Company,
or any offering or distribution thereof, or by reason of any act of God or war or terrorism or
other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed
or forbidden from or be subject to any civil or criminal penalty on account of doing or performing
any act or thing which by the terms of the Deposit Agreement or the Deposited Securities it is
provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as
aforesaid, in the performance of any act or thing which by the terms of the Deposit Agreement it is
provided shall or may be done or performed,
(iii) by reason of any exercise of, or failure to exercise, any discretion provided for in the
Deposit Agreement, (iv) for the inability of any Owner or Holder 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 Owners or Holders, or (v) for any
special, consequential or punitive damages for any breach of the terms of the Deposit Agreement.
Where, by the terms of a distribution pursuant to Section 4.01, 4.02 or
4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the
Deposit Agreement, such distribution or offering may not be made available to Owners of Receipts,
and the Depositary may not dispose of such distribution or offering on behalf of such Owners and
make the net proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company
nor the Depositary (nor any of their respective directors, officers, employees, agents or
affiliates) assumes any obligation or shall be subject to any liability under the Deposit Agreement
to Owners or Holders, except that they agree to perform their
obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The
Depositary shall not be subject to any liability with respect to the validity or worth of the
Deposited Securities. Neither



12









 







the Depositary nor the Company (nor any of their respective directors, officers, employees, agents
or affiliates) 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 American Depositary
Shares, on behalf of any Owner or Holder or any other person. Neither the Depositary nor the
Company (nor any of their respective directors, officers, employees, agents or affiliates) shall be
liable for any action or nonaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Owner or holder, or any other
person believed by it in good faith to be competent to give such advice or information. The
Depositary shall not be responsible for any failure to carry out any instructions to vote any of
the Deposited Securities or for the manner in which any such vote is cast or the effect of any such
vote, provided that any such action or nonaction is in good faith. The Depositary shall not be
liable for any acts or omissions made by a successor depositary whether in connection with a
previous act or omission of the Depositary or in connection with a matter arising wholly after the
removal or resignation of the Depositary, provided that in connection with the issue out of which
such potential liability arises, the Depositary performed its obligations without negligence or bad
faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions
made by any securities depository, clearing agency or settlement system in connection with or
arising out of book-entry settlement of Deposited Securities or otherwise. The Company agrees to
indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian
against, and hold each of them harmless from, any liability or expense (including, but not limited
to any fees and expenses incurred in seeking, enforcing or collecting such indemnity and the
reasonable fees and expenses of counsel) which may arise out of or in connection with (a) any
registration with the Commission of American Depositary Shares or Deposited Securities or the offer
or sale thereof in the United States or (b) acts performed or omitted, pursuant to the provisions
of or in connection with the Deposit Agreement and of the Receipts, as the same may be amended,
modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their
respective directors, employees, agents and affiliates, except for any liability or expense arising
out of the negligence or bad faith of any of them, or (ii) by the Company or any of its directors,
employees, agents and affiliates. No disclaimer of liability under the Securities Act of 1933 is
intended by any provision of the Deposit Agreement.



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



     The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice
of its election so to do delivered to the Company, such resignation to take effect upon the
appointment of a successor depositary and its acceptance of such appointment as provided in the
Deposit Agreement. The Depositary may at any time be removed by the Company by 120 days prior
written notice of such removal, to become effective upon the later of (i) the 120th day
after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary
and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary in its
discretion may appoint a substitute or additional custodian or custodians.



13









 





     20. AMENDMENT.



     The form of the Receipts and any provisions of the Deposit Agreement may at any time and from
time to time be amended by agreement between the Company and the Depositary without the consent of
Owners or holders in any respect which they may deem necessary or desirable. Any amendment which
shall impose or increase any fees or charges (other than taxes and other governmental charges,
registration fees, cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall,
however, not become effective as to outstanding American Depositary Shares until the expiration of
thirty days after notice of such amendment shall have been given to the Owners of outstanding
American Depositary Shares. Every Owner and Holder of American Depositary Shares, at the time any
amendment so becomes effective, shall be deemed, by continuing to hold such American Depositary
Shares or any interest therein, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner
to surrender American Depositary Shares and receive therefor the Deposited Securities represented
thereby, except in order to comply with mandatory provisions of applicable law.



     21. TERMINATION OF DEPOSIT AGREEMENT.



     The Company may terminate the Deposit Agreement by instructing the Depositary to mail notice of
termination to the Owners of all American Depositary Shares then outstanding at least 60 days prior
to the termination date included in such notice. The Depositary may likewise terminate the Deposit
Agreement, if at any time 30 days shall have expired after the Depositary delivered to the Company
a written resignation notice and if a successor depositary shall not have been appointed and
accepted its appointment as provided in the Deposit Agreement; in such case the Depositary shall
mail a notice of termination to the Owners of all American Depositary Shares then outstanding at
least 30 days prior to the termination date. On and after the date of termination, the Owner of
American Depositary Shares will, upon (a) surrender of such American Depositary Shares, (b) payment
of the fee of the Depositary for the surrender of American Depositary Shares referred to in Section
2.05 of the Deposit Agreement, and (c) payment of any applicable taxes or governmental charges, be
entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented
by those American Depositary Shares. If any American Depositary Shares shall remain outstanding
after the date of termination, the Depositary thereafter shall discontinue the registration of
transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners
thereof, and shall not give any further notices or perform any further acts under the Deposit
Agreement, except that the Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights and other property as provided in the Deposit
Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other
distributions received with respect thereto and the net proceeds of the sale of any rights or other
property, upon surrender of American Depositary Shares (after deducting, in each case, the fee of
the Depositary for the surrender of American Depositary Shares, any expenses for the account of the
Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit
Agreement, and any applicable taxes or governmental charges). At any time after the expiration of
four months from the date of



14









 







termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement
and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash
then held by it thereunder, unsegregated and without liability for interest, for the pro rata
benefit of the Owners of American Depositary Shares that have not theretofore been surrendered,
such Owners thereupon becoming general creditors of the Depositary with respect to such net
proceeds. After making such sale, the Depositary shall be discharged from all obligations under the
Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each
case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for
the account of the Owner of such American Depositary Shares in accordance with the terms and
conditions of the Deposit Agreement, and any applicable taxes or governmental charges) and except
for its obligations to the Company under Section 5.08 of the Deposit Agreement. Upon the
termination of the Deposit Agreement, the Company shall be discharged from all obligations under
the Deposit Agreement except for its obligations to the Depositary with respect to indemnification,
charges, and expenses.



     22. DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM



     (a) Notwithstanding the provisions of Section 2.04 of the Deposit Agreement, the parties
acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”)
shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS
is the system administered by DTC pursuant to which the Depositary may register the ownership of
uncertificated American Depositary Shares, which ownership shall be evidenced by periodic
statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature
of DRS which allows a DTC participant, claiming to act on behalf of an Owner of American Depositary
Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC
or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC
participant without receipt by the Depositary of prior authorization from the Owner to register
such transfer.



     (b) In connection with and in accordance with the arrangements and procedures relating to
DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise
ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in
requesting a registration of transfer and delivery as described in subsection (a) has the actual
authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform
Commercial Code). For the avoidance of doubt, the provisions of Sections 5.03 and
5.08 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The
parties agree that the Depositary’s reliance on and compliance with instructions received by the
Depositary through the DRS/Profile System and in accordance with the Deposit Agreement shall not
constitute negligence or bad faith on the part of the Depositary.



     23. SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES.



     In
the Deposit Agreement, the Company has (i) appointed                                                                                                             
                                                                          
                                                                  ,
or such subsequent or successor agent as shall


15









 






be appointed by the Company following notice to the Depositary, in the State of New York, as the
Company’s authorized agent upon which process may be served in any suit or proceeding arising out
of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts
or this Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court
in the Borough of Manhattan in The City of New York, State of New York in which any such suit or
proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent
shall be deemed in every respect effective service of process upon the Company in any such suit or
proceeding.




     EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER)
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 COMPANY AND/OR THE DEPOSITARY
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE
AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION
REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).



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



     24. DISCLOSURE OF INTERESTS.



     The Company may from time to time request Owners to provide information as to the capacity in which
such Owners own or owned American Depositary Shares and regarding the identity of any other persons
then or previously interested in such American Depositary Shares and the nature of such interest.
Each Owner agrees to provide any information requested by the Company or the Depositary pursuant to
Section 3.04 of the Deposit Agreement. The Depositary agrees to comply with reasonable written
instructions received from the Company requesting that the Depositary forward any such requests to
the Owners and to forward to the Company any such responses to such requests received by the
Depositary. To the extent that provisions of or governing any Deposited Securities or the rules or
regulations of any governmental authority or securities exchange may require the disclosure of
beneficial or other ownership of Deposited



16









 







Securities, other Shares and other securities to the Company or other persons and may provide for
blocking transfer and voting or other rights to enforce such disclosure or limit such ownership,
the Depositary shall use its reasonable efforts to comply with Company’s instructions in respect of
any such enforcement or limitation.




17