Exhibit 4.3


 


	
   

  



 


DEPOSIT AGREEMENT


 


	
   

  



 


by and among


 


 


CHINACACHE INTERNATIONAL HOLDINGS LTD.


 


 


AND


 


 


CITIBANK, N.A.,


as Depositary,


 


 


AND


 


 


THE HOLDERS AND BENEFICIAL OWNERS OF


AMERICAN DEPOSITARY SHARES 

ISSUED HEREUNDER


 


 


	
   

  



 


Dated as of
[                                ],
2010


 

















 


DEPOSIT AGREEMENT


 


DEPOSIT AGREEMENT, dated as of
[                            ],
2010, by and among (i) CHINACACHE INTERNATIONAL HOLDINGS LTD., a company
incorporated under the laws of the Cayman Islands, and its successors (the “Company”),
(ii) CITIBANK, N.A., a national banking association organized under the
laws of the United States of America acting in its capacity as depositary, and
any successor depositary hereunder (the “Depositary”), and (iii) all
Holders and Beneficial Owners of American Depositary Shares issued hereunder
(all such capitalized terms as hereinafter defined).


 


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


 


WHEREAS, the Company desires to establish with the
Depositary an ADS facility to provide for the deposit of the Shares (as
hereinafter defined) and the creation of American Depositary Shares
representing the Shares so deposited; and


 


WHEREAS, the Depositary is willing to act as the
Depositary for such ADS facility upon the terms set forth in the Deposit
Agreement (as hereinafter defined); and


 


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


 


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


 


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


 


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


 


ARTICLE I


 


DEFINITIONS


 


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


 


Section 1.1            “ADS
Record Date”
shall have the meaning given to such term in Section 4.9.


 


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Section 1.2            “Affiliate” shall have the meaning assigned to such term
by the Commission (as hereinafter defined) under Regulation C promulgated under
the Securities Act (as hereinafter defined), or under any successor regulation
thereto.


 


Section 1.3            “American
Depositary Receipt(s)”, “ADR(s)”
and “Receipt(s)” shall mean
the certificate(s) issued by the Depositary to evidence the American
Depositary Shares issued under the terms of the Deposit Agreement in the form
of Certificated ADS(s) (as hereinafter defined), as such ADRs may be
amended from time to time in accordance with the provisions of the Deposit
Agreement.  An ADR may evidence any
number of ADSs and may, in the case of ADSs held through a central depository
such as DTC, be in the form of a “Balance Certificate.”


 


Section 1.4            “American
Depositary Share(s)” and “ADS(s)”
shall mean the rights and interests in the Deposited Securities (as hereinafter
defined) granted to the Holders and Beneficial Owners pursuant to the terms and
conditions of the Deposit Agreement and, if issued as Certificated ADS(s), (as
hereinafter defined) the ADR(s) issued to evidence such ADSs.  ADS(s) may be issued under the terms of
the Deposit Agreement in the form of (a) Certificated ADS(s) (as
hereinafter defined), in which case the ADS(s) are evidenced by ADR(s), or
(b) Uncertificated ADS(s) (as hereinafter defined), in which case the
ADS(s) are not evidenced by ADR(s) but are reflected on the direct
registration system maintained by the Depositary for such purposes under the
terms of Section 2.13.  Unless
otherwise specified in the Deposit Agreement or in any ADR, or unless the
context otherwise requires, any reference to ADS(s) shall include
Certificated ADS(s) and Uncertificated ADS(s), individually or
collectively, as the context may require. 
Each ADS shall represent the right to receive, subject to the terms and
conditions of the Deposit Agreement and the applicable ADR (if issued as a
Certificated ADS) 16 Shares until there shall occur a distribution upon
Deposited Securities referred to in Section 4.2 or a change in Deposited
Securities referred to in Section 4.11 with respect to which additional
ADSs are not issued, and thereafter each ADS shall represent the right to
receive, subject to the terms and conditions of the Deposit Agreement and the
applicable ADR (if issued as a Certificated ADS), the Deposited Securities
determined in accordance with the terms of such Sections.


 


Section 1.5            “Applicant”
shall have the meaning given to such term in Section 5.10.


 


Section 1.6            “Articles
of Association”
shall mean the Articles of Association of the Company, as amended and restated
from time to time.


 


Section 1.7            “Beneficial
Owner” shall mean, as to any ADS, any person or entity having a
beneficial interest deriving from the ownership of such ADS.  A Beneficial Owner of ADSs may or may not be
the Holder of such ADSs.  A Beneficial
Owner shall be able to exercise any right or receive any benefit hereunder
solely through the person who is the Holder of the ADSs owned by such
Beneficial Owner.  Unless otherwise
identified to the Depositary, a Holder shall be deemed to be the Beneficial
Owner of all the ADSs registered in his/her/its name.


 


Section 1.8            “Certificated
ADS(s)”
shall have the meaning set forth in Section 2.13.


 


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


 


Section 1.10         “Company”
shall mean ChinaCache International Holdings Ltd., a company incorporated and
existing under the laws of the Cayman Islands, and its successors.


 


Section 1.11         “Custodian”
shall mean (i) as of the date hereof, Citibank, N.A. - Hong Kong Branch,
having its principal office at 10/F, Harbour Front (II), 22, Tak Fung Street,
Hung Hom, Kowloon, Hong Kong, as the custodian for the purposes of the Deposit
Agreement, (ii) Citibank, N.A., acting as custodian of Deposited
Securities pursuant to the Deposit Agreement, and (iii) any other entity
that may be appointed by the Depositary pursuant to the terms of
Section 5.5 as successor, substitute or additional custodian
hereunder.  The term “Custodian” shall
mean any Custodian individually or all Custodians collectively, as the context
requires.


 


Section 1.12         “Deliver”
and “Delivery” shall mean (x) when used in respect of Shares and other Deposited
Securities, either (i) the physical delivery of the certificate(s) representing
such securities, or (ii) the book-entry transfer and recordation of such
securities on the books of the Share Registrar (as hereinafter defined) or such
other applicable book-entry settlement system in which such Shares and other
Deposited Securities are settlement-eligible, and (y) when used in respect of ADSs, either (i) the
physical delivery of ADR(s) evidencing the ADSs, or (ii) the
book-entry transfer and recordation of ADSs on the books of the Depositary or
any book-entry settlement system in which the ADSs are settlement-eligible.


 


Section 1.13         “Deposit
Agreement” shall mean this Deposit Agreement and all exhibits
hereto, as the same may from time to time be amended and supplemented from time
to time in accordance with the terms of the Deposit Agreement.


 


Section 1.14         “Depositary”
shall mean Citibank, N.A., a national banking association organized under the
laws of the United States, in its capacity as depositary under the terms of the
Deposit Agreement, and any successor depositary hereunder.


 


Section 1.15         “Deposited
Securities” shall mean Shares at any time deposited under the
Deposit Agreement and any and all other securities, property and cash held by
the Depositary or the Custodian in respect thereof, subject, in the case of
cash, to the provisions of Section 4.8. 
The collateral delivered in connection with Pre-Release Transactions
described in Section 5.10 shall not constitute Deposited Securities.


 


Section 1.16         “Dollars”
and “$”shall refer to the
lawful currency of the United States.


 


Section 1.17         “DTC”
shall mean The Depository Trust Company, a national clearinghouse and the
central book-entry settlement system for securities traded in the United States
and, as such, the custodian for the securities of DTC Participants (as
hereinafter defined) maintained in DTC, and any successor thereto.


 


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Section 1.18         “DTC
Participant” shall mean any financial institution (or any
nominee of such institution) having one or more participant accounts with DTC
for receiving, holding and delivering the securities and cash held in DTC.  A DTC Participant may or may not be a
Beneficial Owner.  If a DTC Participant
is not the Beneficial Owner of the ADSs credited to its account at DTC, or of
the ADSs in respect of which the DTC Participant is otherwise acting, such DTC
Participant shall be deemed, for all purposes hereunder, to have all requisite
authority to act on behalf of the Beneficial Owner(s) of the ADSs credited
to its account at DTC or in respect of which the DTC Participant is so acting.


 


Section 1.19         “Exchange
Act” shall mean the United States Securities Exchange Act of
1934, as amended from time to time.


 


Section 1.20         “Foreign
Currency” shall mean any currency other than Dollars.


 


Section 1.21         “Full
Entitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full
Entitlement Share(s)” shall have the respective meanings set forth in
Section 2.12.


 


Section 1.22         “Holder(s)”
shall mean the person(s) in whose name the ADSs are registered on the
books of the Depositary (or the Registrar, if any) maintained for such
purpose.  A Holder may or may not be a
Beneficial Owner.  If a Holder is not the
Beneficial Owner of the ADS(s) registered in its name, such person shall
be deemed, for all purposes hereunder, to have all requisite authority to act
on behalf of the Beneficial Owners of the ADSs registered in its name.


 


Section 1.23         “Partial
Entitlement ADR(s)”, “Partial Entitlement ADS(s)” and “Partial
Entitlement Share(s)” shall have the respective meanings set forth in Section 2.12.


 


Section 1.24         “Pre-Release
Transaction” shall have the meaning set forth in
Section 5.10.


 


Section 1.25         “Principal
Office” shall mean, when used with respect to the Depositary,
the principal office of the Depositary at which at any particular time its
depositary receipts business shall be administered, which, at the date of the
Deposit Agreement, is located at 388 Greenwich Street, New York, New York
10013, U.S.A.


 


Section 1.26         “Registrar”
shall mean the Depositary or any bank or trust company having an office in the
Borough of Manhattan, The City of New York, which shall be appointed by the
Depositary to register issuances, transfers and cancellations of ADSs as herein
provided, and shall include any co-registrar appointed by the Depositary for
such purposes.  Registrars (other than
the Depositary) may be removed and substitutes appointed by the Depositary.  Each Registrar (other than the Depositary)
appointed pursuant to the Deposit Agreement shall be required to give notice in
writing to the Depositary accepting such appointment and agreeing to be bound
by the applicable terms of the Deposit Agreement.


 


Section 1.27         “Restricted
Securities” shall mean Shares, Deposited Securities or ADSs
which (i) have been acquired directly or indirectly from the Company or
any of its Affiliates in a 


 


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transaction
or chain of transactions not involving any public offering and are subject to
resale limitations under the Securities Act or the rules issued
thereunder, or (ii) are held by an officer or director (or persons
performing similar functions) or other Affiliate of the Company, or
(iii) are subject to other restrictions on sale or deposit under the laws
of the United States, the Cayman Islands, or under a shareholder agreement or
the Articles of Association  of the
Company or under the regulations of an applicable securities exchange unless,
in each case, such Shares, Deposited Securities or ADSs are being transferred
or sold to persons other than an Affiliate of the Company in a transaction
(a) covered by an effective resale registration statement, or (b) exempt
from the registration requirements of the Securities Act (as hereinafter
defined), and the Shares, Deposited Securities or ADSs are not, when held by
such person(s), Restricted Securities.


 


Section 1.28         “Restricted
ADR(s)”, “Restricted ADS(s)” and “Restricted Shares” shall have the respective meanings set forth
in Section 2.14.


 


Section 1.29         “Securities
Act” shall mean the United States Securities Act of 1933, as
amended from time to time.


 


Section 1.30         “Share
Registrar” shall mean Offshore Incorporations (Cayman) Limited   or
any other institution organized under the laws of the Cayman Islands appointed
by the Company to carry out the duties of registrar for the Shares, and any
successor thereto.


 


Section 1.31         “Shares”
shall mean the Company’s ordinary shares, par value $0.0001 per share, validly
issued and outstanding and fully paid and may, if the Depositary so agrees
after consultation with the Company, include evidence of the right to receive
Shares; provided  that in no event shall Shares include evidence of
the right to receive Shares with respect to which the full purchase price has
not been paid or Shares as to which preemptive rights have theretofore not been
validly waived or exercised; provided  further, however, that,
if there shall occur any change in par or nominal value, split-up,
consolidation, reclassification, exchange, conversion or any other event
described in Section 4.11 in respect of the Shares of the Company, the
term “Shares” shall thereafter, to the maximum extent permitted by law, represent
the successor securities resulting from such event.


 


Section 1.32         “Uncertificated
ADS(s)” shall
have the meaning set forth in Section 2.13.


 


Section 1.33         “United
States” and “U.S.”
shall have the meaning assigned to it in Regulation S as promulgated by the
Commission under the Securities Act.


 


ARTICLE II


 


APPOINTMENT
OF DEPOSITARY; FORM OF RECEIPTS;

DEPOSIT OF SHARES; EXECUTION AND

DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS


 


Section 2.1            Appointment
of Depositary.  The Company hereby appoints the Depositary as
depositary for the Deposited Securities and hereby authorizes and directs the 


 


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


 


Section 2.2            Form and Transferability of
ADSs.


 


(a)           Form.  Certificated  ADSs shall be evidenced by definitive ADRs
which shall be engraved, printed, lithographed or produced in such other manner
as may be agreed upon by the Company and the Depositary.  ADRs may be issued under the Deposit
Agreement in denominations of any whole number of ADSs.  The ADRs shall be substantially in the form
set forth in Exhibit A to the Deposit Agreement, with any
appropriate insertions, modifications and omissions, in each case as otherwise
contemplated in the Deposit Agreement or required by law.  ADRs shall be (i) dated,
(ii) signed by the manual or facsimile signature of a duly authorized
signatory of the Depositary, (iii) countersigned by the manual or
facsimile signature of a duly authorized signatory of the Registrar, and
(iv) registered in the books maintained by the Registrar for the
registration of issuances and transfers of ADSs.  No ADR and no Certificated  ADS evidenced thereby shall be entitled to
any benefits under the Deposit Agreement or be valid or enforceable for any
purpose against the Depositary or the Company, unless such ADR shall have been
so dated, signed, countersigned and registered.  ADRs
bearing the facsimile signature of a duly authorized signatory of the
Depositary or the Registrar, who at the time of signature was a duly authorized
signatory of the Depositary or the Registrar, as the case may be, shall bind
the Depositary, notwithstanding the fact that such signatory has ceased to be
so authorized prior to the delivery of such ADR by the Depositary.  The ADRs shall bear a CUSIP number that is
different from any CUSIP number that was, is or may be assigned to any
depositary receipts previously or subsequently issued pursuant to any other
arrangement between the Depositary (or any other depositary) and the Company
and which are not ADRs outstanding hereunder.


 


(b)           Legends.  The
ADRs may be endorsed with, or have incorporated in the text thereof, such
legends or recitals not inconsistent with the provisions of the Deposit
Agreement as (i) may be necessary to enable the Depositary and the Company
to perform their respective obligations hereunder, (ii) may be required to
comply with any applicable laws or regulations, or with the rules and
regulations of any securities exchange or market upon which ADSs may be traded,
listed or quoted, or to conform with any usage with respect thereto,
(iii) may be necessary to indicate any special limitations or restrictions
to which any particular ADRs or ADSs are subject by reason of the date of
issuance of the Deposited Securities or otherwise, or (iv) may be required
by any book-entry system in which the ADSs are held.  Holders and Beneficial Owners shall be
deemed, for all purposes, to have notice of, and to be bound by, the terms and
conditions of the legends set forth, in the case of Holders, on the ADR
registered in the name of the 


 


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applicable Holders or, in the case of Beneficial
Owners, on the ADR representing the ADSs owned by such Beneficial Owners.


 


(c)           Title.  Subject
to the limitations contained herein and in the ADR, title to an ADR (and to
each Certificated  ADS evidenced
thereby) shall be transferable upon the same terms as a certificated security
under the laws of the State of New York, provided that, in the case of
Certificated ADSs, such ADR has been
properly endorsed or is accompanied by proper instruments of transfer.  Notwithstanding any notice to the contrary,
the Depositary and the Company may deem and treat the Holder of an ADS (that
is, the person in whose name an ADS is registered on the books of the
Depositary) as the absolute owner thereof for all purposes.  Neither the Depositary nor the Company shall
have any obligation nor be subject to any liability under the Deposit Agreement
or any ADR to any holder or any Beneficial Owner unless, in the case of a
holder of ADSs,  such holder is the
Holder registered on the books of the Depositary or, in the case of a
Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s
representative, is the Holder registered on the books of the Depositary.


 


(d)           Book-Entry
Systems.  The Depositary shall make arrangements for the acceptance of the ADSs
into DTC.  All ADSs held through DTC will
be registered in the name of the nominee for DTC (currently “Cede &
Co.”).  As such, the nominee for DTC will
be the only “Holder” of all ADSs held through DTC.  Unless issued by the Depositary as
Uncertificated ADSs, the ADSs registered in the name of Cede & Co.
will be evidenced by one or more ADR(s) in the form of a “Balance
Certificate,” which will provide that it represents the aggregate number of
ADSs from time to time indicated in the records of the Depositary as being
issued hereunder and that the aggregate number of ADSs represented thereby may
from time to time be increased or decreased by making adjustments on such
records of the Depositary and of DTC or its nominee as hereinafter
provided.  Citibank, N.A. (or such other
entity as is appointed by DTC or its nominee) may hold the “Balance Certificate”
as custodian for DTC.  Each Beneficial
Owner of ADSs held through DTC must rely upon the procedures of DTC and the DTC
Participants to exercise or be entitled to any rights attributable to such
ADSs.  The DTC Participants shall for all
purposes be deemed to have all requisite power and authority to act on behalf
of the Beneficial Owners of the ADSs held in the DTC Participants’ respective
accounts in DTC and the Depositary shall for all purposes be authorized to rely
upon any instructions and information given to it by DTC Participants.  So long as ADSs are held through DTC or
unless otherwise required by law, ownership of beneficial interests in the ADSs
registered in the name of the nominee for DTC will be shown on, and transfers
of such ownership will be effected only through, records maintained by (i) DTC
or its nominee (with respect to the interests of DTC Participants), or (ii) DTC
Participants or their nominees (with respect to the interests of clients of DTC
Participants).


 


Section 2.3            Deposit
of Shares.  Subject to the terms and conditions of the
Deposit Agreement and applicable law, Shares or evidence of rights to receive
Shares (other than Restricted Securities) may be deposited by any person
(including the Depositary in its individual capacity but subject, however, in
the case of the Company or any Affiliate of the Company, to Section 5.7)
at any time, whether or not the transfer books of the Company or the Share
Registrar, if any, are closed, by Delivery of the Shares to the Custodian.  Every deposit of Shares shall be accompanied
by the following:  (A) (i) in
the case of Shares represented by certificates 


 


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issued
in registered form, appropriate instruments of transfer or endorsement, in a
form reasonably satisfactory to the Custodian, (ii) in the case of Shares
represented by certificates in bearer form. the requisite coupons and talons
pertaining thereto, and (iii) in the case of Shares delivered by
book-entry transfer, confirmation of such book-entry transfer to the Custodian
or that irrevocable instructions have been given to cause such Shares to be so
transferred, (B) such certifications and payments (including, without
limitation, the Depositary’s fees and related charges) and evidence of such
payments (including, without limitation, stamping or otherwise marking such
Shares by way of receipt) as may be required by the Depositary or the Custodian
in accordance with the provisions of the Deposit Agreement and applicable law, (C) if
the Depositary so requires, a written order directing the Depositary to issue
and deliver to, or upon the written order of, the person(s) stated in such
order the number of ADSs representing the Shares so deposited, (D) evidence
reasonably satisfactory to the Depositary (which may be an opinion of counsel)
that all necessary approvals have been granted by, or there has been compliance
with the rules and regulations of, any applicable governmental agency in
the Cayman Islands, and (E) if the Depositary so requires, (i) an
agreement, assignment or instrument reasonably satisfactory to the Depositary
or the Custodian which provides for the prompt transfer by any person in whose
name the Shares are or have been recorded to the Custodian of any distribution,
or right to subscribe for additional Shares or to receive other property in
respect of any such deposited Shares or, in lieu thereof, such indemnity or
other agreement as shall be reasonably satisfactory to the Depositary or the
Custodian and (ii) if the Shares are registered in the name of the person
on whose behalf they are presented for deposit, a proxy or proxies entitling
the Custodian to exercise voting rights in respect of the Shares for any and
all purposes until the Shares so deposited are registered in the name of the
Depositary, the Custodian or any nominee.


 


Without
limiting any other provision of the Deposit Agreement, the Depositary shall instruct
the Custodian not to, and the Depositary shall not knowingly, accept for
deposit (a) any Restricted Securities except as contemplated by Section 2.14) nor (b) any
fractional Shares or fractional Deposited Securities nor (c) a number of
Shares or Deposited Securities which upon application of the ADS to Shares
ratio would give rise to fractional ADSs. 
No Shares shall be accepted for deposit unless accompanied by evidence,
if any is required by the Depositary, that is reasonably satisfactory to the Depositary
or the Custodian that all conditions to such deposit have been satisfied by the
person depositing such Shares under the laws and regulations of the Cayman
Islands and any necessary approval has been granted by any applicable
governmental body in the Cayman Islands, if any.  The Depositary may issue ADSs against
evidence of rights to receive Shares from the Company, any agent of the Company
or any custodian, registrar, transfer agent, clearing agency or other entity
involved in ownership or transaction records in respect of the Shares.  Such evidence of rights shall consist of
written blanket or specific guarantees of ownership of Shares furnished by the
Company or any such custodian, registrar, transfer agent, clearing agency or
other entity involved in ownership or transaction records in respect of the
Shares.


 


Without
limitation of the foregoing, the Depositary shall not knowingly accept for
deposit under the Deposit Agreement (A) any Shares or other securities
required to be registered under the provisions of the Securities Act, unless
(i) a registration statement is in effect as to such Shares or other
securities or (ii) the deposit is made upon terms contemplated in Section 


 


8

















 


2.14,
or (B) any Shares or other securities the deposit of which would violate
any provisions of the Articles of
Association of the Company.  For
purposes of the foregoing sentence, the Depositary shall be entitled to rely
upon representations and warranties made or deemed made pursuant to the Deposit
Agreement and shall not be required to make any further investigation.  The Depositary will comply with written
instructions of the Company (received by the Depositary reasonably in advance)
not to accept for deposit hereunder any Shares identified in such instructions
at such times and under such circumstances as may reasonably be specified in
such instructions in order to facilitate the Company’s compliance with the
securities laws of the United States.


 


Section 2.4            Registration
and Safekeeping of Deposited Securities.  The
Depositary shall instruct the Custodian upon each Delivery of certificates
representing registered Shares being deposited hereunder with the Custodian (or
other Deposited Securities pursuant to Article IV hereof), together with
the other documents above specified, to present such certificate(s), together
with the appropriate instrument(s) of transfer or endorsement, duly
stamped, if applicable, to the Share Registrar for transfer and registration of
the Shares (as soon as transfer and registration can be accomplished and at the
expense of the person for whom the deposit is made) in the name of the
Depositary, the Custodian or a nominee of either.  Deposited Securities shall be held by the
Depositary or by a Custodian for the account and to the order of the Depositary
or a nominee in each case on behalf of the Holders and Beneficial Owners, at
such place or places as the Depositary or the Custodian shall determine.


 


Section 2.5            Issuance
of ADSs.  The Depositary has made arrangements with the
Custodian for the Custodian to confirm to the Depositary upon receipt of a
deposit of Shares (i) that a deposit of Shares has been made pursuant to Section 2.3,
(ii) that such Deposited Securities have been recorded in the name of the
Depositary, the Custodian or a nominee of either on the shareholders’ register
maintained by or on behalf of the Company by the Share Registrar if registered
Shares have been deposited or, if deposit is made by book-entry transfer,
confirmation of such transfer on the books of the Company or the applicable
book-entry settlement entity, if any, (iii) that all required documents
have been received, and (iv) the person(s) to whom or upon whose
order ADSs are deliverable in respect thereof and the number of ADSs to be so
delivered.  Such notification may be made
by letter, cable, telex, SWIFT message or, at the risk and expense of the
person making the deposit, by facsimile or other means of electronic transmission.  Upon receiving such notice from the
Custodian, the Depositary, subject to the terms and conditions of the Deposit
Agreement and applicable law, shall issue the ADSs representing the Shares so
deposited to or upon the order of the person(s) named in the notice
delivered to the Depositary and, if applicable,  shall execute and deliver at its Principal Office Receipt(s) registered
in the name(s) requested by such person(s) and evidencing the
aggregate number of ADSs to which such person(s) are entitled, but, in
each case, only upon payment to the Depositary of the charges of the Depositary
for accepting a deposit, issuing ADSs (as set forth in Section 5.9 and Exhibit B
hereto) and all taxes and governmental charges and fees payable in connection
with such deposit and the transfer of the Shares and the issuance of the
ADS(s).  The Depositary shall only issue
ADSs in whole numbers and deliver, if applicable, ADR(s) evidencing whole
numbers of ADSs.  Nothing herein shall
prohibit any Pre-Release Transaction upon the terms set forth in the Deposit
Agreement.


 


9














 


Section 2.6            Transfer,
Combination and Split-up of ADRs.  The Registrar shall register the transfer of
ADRs (and of the ADSs represented thereby) on the books maintained for such
purpose and the Depositary shall (x) cancel such ADRs and execute new ADRs
evidencing the same aggregate number of ADSs as those evidenced by the ADRs
canceled by the Depositary, (y) cause the Registrar to countersign such
new ADRs and (z) Deliver such new 
ADRs to or upon the order of the person entitled thereto, if each of the
following conditions has been satisfied: 
(i) the ADRs have been duly Delivered by the Holder (or by a duly
authorized attorney of the Holder) to the Depositary at its Principal Office
for the purpose of effecting a transfer thereof, (ii) the surrendered ADRs
have been properly endorsed or are accompanied by proper instruments of
transfer (including signature guarantees in accordance with standard securities
industry practice), (iii) the surrendered ADRs have been duly stamped (if
required by the laws of the State of New York or of the United States), and
(iv) all applicable fees and charges of, and expenses incurred by, the
Depositary and all applicable taxes and governmental charges (as are set forth
in Section 5.9 and Exhibit B hereto) have been paid, subject, however, in each case, to the
terms and conditions of the applicable ADRs, of the Deposit Agreement and of
applicable law, in each case as in effect at the time thereof.


 


(a)           Combination &
Split Up.  The Registrar shall register the split-up or combination of ADRs (and of
the ADSs represented thereby) on the books maintained for such purpose and the
Depositary shall (x) cancel such ADRs and execute new ADRs for the number
of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced
by the ADRs cancelled by the Depositary, (y) cause the Registrar to
countersign such new ADRs and (z) Deliver such new ADRs to or upon the
order of the Holder thereof, if each of the following conditions has been
satisfied:  (i) the ADRs have been
duly Delivered by the Holder (or by a duly authorized attorney of the Holder)
to the Depositary at its Principal Office for the purpose of effecting a
split-up or combination thereof, and (ii) all applicable fees and charges
of, and expenses incurred by, the Depositary and all applicable taxes and
governmental charges (as are set forth in Section 5.9 and Exhibit B
hereto) have been paid, subject, however, in
each case, to the terms and conditions of the applicable ADRs, of
the Deposit Agreement and of applicable law, in each case as in effect at the
time thereof.


 


(b)           Co-Transfer
Agents.  The Depositary may appoint one or more co-transfer agents for the purpose
of effecting transfers, combinations and split-ups of ADRs at designated
transfer offices on behalf of the Depositary and the Depositary shall notify
the Company in writing upon any such appointment.  In carrying out its functions, a co-transfer
agent may require evidence of authority and compliance with applicable laws and
other requirements by Holders or persons entitled to such ADRs and will be
entitled to protection and indemnity to the same extent as the Depositary.  Such co-transfer agents may be removed and
substitutes appointed by the Depositary and the Depositary shall notify the
Company in writing of any such removal or substitution.  Each co-transfer agent appointed under this Section 2.6
(other than the Depositary) shall give notice in writing to the Depositary
accepting such appointment and agreeing to be bound by the applicable terms of
the Deposit Agreement.


 


10

















 


Section 2.7            Surrender
of ADSs and Withdrawal of Deposited Securities.  The
Holder of ADSs shall be entitled to Delivery (at the Custodian’s designated
office) of the Deposited Securities at the time represented by the ADSs upon
satisfaction of each of the following conditions: (i) the Holder (or a
duly-authorized attorney of the Holder) has duly Delivered ADSs to the
Depositary at its Principal Office (and if applicable, the ADRs evidencing such
ADSs) for the purpose of withdrawal of the Deposited Securities represented
thereby, (ii) if applicable and  so
required by the Depositary, the ADRs Delivered to the Depositary for such
purpose have been properly endorsed in blank or are accompanied by proper
instruments of transfer in blank (including signature guarantees in accordance
with standard securities industry practice), (iii) if so required by the
Depositary, the Holder of the ADSs has executed and delivered 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 the person(s) designated
in such order, and (iv) all applicable fees and charges of, and expenses
incurred by, the Depositary and all applicable taxes and governmental charges
(as are set forth in Section 5.9 and Exhibit B) have been
paid, subject, however, in each case,
to the terms and conditions of the ADRs evidencing the surrendered ADSs, of the
Deposit Agreement, of the Company’s Articles of Association and of any
applicable laws and the rules of the applicable book-entry settlement
entity, and to any provisions of or governing the Deposited Securities , in
each case as in effect at the time thereof.


 


Upon
satisfaction of each of the conditions specified above, the Depositary
(i) shall cancel the ADSs Delivered to it (and, if applicable, the ADRs
evidencing the ADSs so Delivered), (ii) shall direct the Registrar to
record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) shall
direct the Custodian to Deliver, or cause the Delivery of, in each case,
without unreasonable delay, the Deposited Securities represented by the ADSs so
canceled together with any certificate or other document of title for the
Deposited Securities, or evidence of the electronic transfer thereof (if
available), as the case may be, to or upon the written order of the person(s) designated
in the order delivered to the Depositary for such purpose, subject however, in each case, to the
terms and conditions of the Deposit Agreement, of the ADRs evidencing the ADSs
so cancelled, of the Articles of
Association of the Company, of any applicable laws and of the rules of
the applicable book-entry settlement
entity, and to the terms and conditions of or governing the Deposited
Securities, in each case as in effect at the time thereof.


 


The
Depositary shall not accept for surrender ADSs representing less than one (1) Share.  In the case of the Delivery to it of ADSs
representing a number other than a whole number of Shares, the Depositary shall
cause ownership of the appropriate whole number of Shares to be Delivered in
accordance with the terms hereof, and shall, at the discretion of the
Depositary, either (i) return to the person surrendering such ADSs the
number of ADSs representing any remaining fractional Share, or (ii) sell
or cause to be sold the fractional Share represented by the ADSs so surrendered
in a riskless capacity, in a public sale or if no public sale market is available,
in a private sale, and remit the
proceeds of such sale (net of (a) applicable fees and charges of, and
expenses incurred by, the Depositary and (b) taxes withheld) to the person
surrendering the ADSs.


 


11

















 


Notwithstanding
anything else contained in any ADR or the Deposit Agreement, the Depositary may
make delivery at the Principal Office of the Depositary of (i) any cash
dividends or cash distributions, or (ii) any proceeds from the sale of any
distributions of shares or rights, which are at the time held by the Depositary
in respect of the Deposited Securities represented by the ADSs surrendered for
cancellation and withdrawal.  At the
request, risk and expense of any Holder so surrendering ADSs, and for the
account of such Holder, the Depositary shall direct the Custodian to forward
(to the extent permitted by law) any cash or other property (other than
securities) held by the Custodian in respect of the Deposited Securities
represented by such ADSs to the Depositary for delivery at the Principal Office
of the Depositary.  Such direction shall
be given by letter or, at the request, risk and expense of such Holder, by
cable, telex or facsimile transmission.


 


Section 2.8                                   Limitations on Execution and Delivery, Transfer, etc.
of ADSs; Suspension of Delivery, Transfer, etc.


 


(a)           Additional
Requirements.  As a condition precedent to the execution and delivery, registration of
issuance, transfer, split-up, combination or surrender, of any ADS, the
delivery of any distribution thereon, or the withdrawal of any Deposited
Securities, the Depositary or the Custodian may require (i) payment from
the depositor of Shares or presenter of ADSs or of an ADR of a sum sufficient
to reimburse it for any tax or other governmental charge and any stock transfer
or registration fee with respect thereto (including any such tax or charge and
fee with respect to Shares being deposited or withdrawn) and payment of any
applicable fees and charges of the Depositary as provided in Section 5.9
and Exhibit B, (ii) the production of proof reasonably
satisfactory to it as to the identity and genuineness of any signature or any
other matter contemplated by Section 3.1, and (iii) compliance with
(A) any laws or governmental regulations relating to the execution and
delivery of ADRs or ADSs or to the withdrawal of Deposited Securities and
(B) such reasonable regulations as the Depositary and the Company may
establish consistent with the provisions of the representative ADR, if
applicable, the Deposit Agreement and applicable law.


 


(b)           Additional Limitations.  The
issuance of ADSs against deposits of Shares generally or against deposits of
particular Shares may be suspended, or the deposit of particular Shares may be
refused, or the registration of transfer of ADSs in particular instances may be
refused, or the registration of transfers of ADSs generally may be suspended,
during any period when the transfer books of the Company, the Depositary, a
Registrar or the Share Registrar are closed or if any such action is deemed
necessary or advisable by the Depositary (whereupon the Depositary shall notify
the Company in writing) or the Company, in good faith, at any time or from time
to time because of any requirement of law or regulation, any government or
governmental body or commission or any securities exchange on which the ADSs or
Shares are listed, or under any provision of the Deposit Agreement or the
representative ADR(s), if applicable, or under any provision of, or governing,
the Deposited Securities, or because of a meeting of shareholders of the
Company or for any other reason, subject, in all cases, to Section 7.8.


 


(c)           Regulatory
Restrictions.  Notwithstanding any provision of the Deposit Agreement or any ADR(s) to
the contrary, Holders are entitled to surrender outstanding ADSs to 


 


12

















 


withdraw the Deposited Securities associated
herewith at any time subject only to (i) temporary delays caused by
closing the transfer books of the Depositary or the Company or the deposit of
Shares in connection with voting at a shareholders’ meeting or the payment of
dividends, (ii) the payment of fees, taxes and similar charges,
(iii) compliance with any U.S. or foreign laws or governmental regulations
relating to the ADSs or to the withdrawal of the Deposited Securities, and
(iv) other circumstances specifically contemplated by Instruction I.A.(l) of
the General Instructions to Form F-6 (as such General Instructions may be
amended from time to time).


 


Section 2.9            Lost
ADRs, etc.  In case any ADR shall be mutilated,
destroyed, lost, or stolen, the Depositary shall execute and deliver a new ADR
of like tenor at the expense of the Holder (a) in the case of a mutilated ADR, in exchange of and
substitution for such mutilated ADR upon cancellation thereof, or (b) in the case of a destroyed, lost or stolen ADR,
in lieu of and in substitution for such destroyed, lost, or stolen ADR, after
the Holder thereof (i) has submitted to the Depositary a written request
for such exchange and substitution before the Depositary has notice that the
ADR has been acquired by a bona fide purchaser, (ii) has provided such
security or indemnity (including an indemnity bond) as may be required by the
Depositary to save it and any of its agents harmless, and (iii) has
satisfied any other reasonable requirements imposed by the Depositary,
including, without limitation, evidence reasonably satisfactory to the
Depositary of such destruction, loss or theft of such ADR, the authenticity
thereof and the Holder’s ownership thereof.


 


Section 2.10         Cancellation
and Destruction of Surrendered ADRs; Maintenance of Records.  All
ADRs surrendered to the Depositary shall be canceled by the Depositary.  Canceled ADRs shall not be entitled to any
benefits under the Deposit Agreement or be valid or enforceable against the
Depositary or the Company for any purpose. 
The Depositary is authorized to destroy ADRs so canceled, provided the
Depositary maintains a record of all destroyed ADRs.  Any ADSs held in book-entry form (i.e., through accounts at DTC) shall be
deemed canceled when the Depositary causes the number of ADSs evidenced by the
Balance Certificate to be reduced by the number of ADSs surrendered (without
the need to physically destroy the Balance Certificate). .


 


Section 2.11         Escheatment.  In the
event any unclaimed property relating to the ADSs, for any reason, is in the
possession of Depositary and has not been claimed by the Holder thereof or
cannot be delivered to the Holder thereof through usual channels, the
Depositary shall, upon expiration of any applicable statutory period relating
to abandoned property laws, escheat such unclaimed property to the relevant
authorities in accordance with the laws of each of the relevant States of the
United States.


 


Section 2.12         Partial
Entitlement ADSs.  In the event any Shares are
deposited which (i) entitle the holders thereof to receive a per-share
distribution or other entitlement in an amount different from the Shares then
on deposit or (ii) are not fully fungible (including, without limitation,
as to settlement or trading) with the Shares then on deposit (the Shares then
on deposit collectively, “Full Entitlement Shares” and the Shares with
different entitlement, “Partial Entitlement Shares”), the Depositary
shall (i) cause the Custodian to hold Partial Entitlement Shares separate
and distinct from Full Entitlement Shares, and (ii) subject to the terms
of the Deposit Agreement, issue ADSs representing Partial Entitlement Shares
which are separate and 


 


13

















 


distinct
from the ADSs representing Full Entitlement Shares, by means of separate CUSIP
numbering and legending (if necessary) and, if applicable, by issuing ADRs
evidencing such ADSs with applicable notations thereon (“Partial Entitlement
ADSs/ADRs” and “Full Entitlement ADSs/ADRs”, respectively).  If and when Partial Entitlement Shares become
Full Entitlement Shares, the Depositary shall (a) give notice thereof to
Holders of Partial Entitlement ADSs and give Holders of Partial Entitlement
ADRs the opportunity to exchange such Partial Entitlement ADRs for Full
Entitlement ADRs, (b) cause the Custodian to transfer the Partial
Entitlement Shares into the account of the Full Entitlement Shares, and
(c) take such actions as are necessary to remove the distinctions between
(i) the Partial Entitlement ADRs and ADSs, on the one hand, and
(ii) the Full Entitlement ADRs and ADSs on the other.  Holders and Beneficial Owners of Partial
Entitlement ADSs shall only be entitled to the entitlements of Partial
Entitlement Shares.  Holders and
Beneficial Owners of Full Entitlement ADSs shall be entitled only to the
entitlements of Full Entitlement Shares. 
All provisions and conditions of the Deposit Agreement shall apply to
Partial Entitlement ADRs and ADSs to the same extent as Full Entitlement ADRs
and ADSs, except as contemplated by this Section 2.12.  The Depositary is authorized to take any and
all other actions as may be necessary (including, without limitation, making
the necessary notations on ADRs) to give effect to the terms of this
Section 2.12.  The Company agrees to
give timely written notice to the Depositary if any Shares issued or to be
issued are Partial Entitlement Shares and shall assist the Depositary with the
establishment of procedures enabling the identification of Partial Entitlement
Shares upon Delivery to the Custodian.


 


Section 2.13         Certificated/Uncertificated
ADSs.  Notwithstanding any other provision of the
Deposit Agreement, the Depositary may, at any time and from time to time, issue
ADSs that are not evidenced by ADRs (such ADSs, the “Uncertificated ADS(s)”
and the ADS(s) evidenced by ADR(s), the “Certificated ADS(s)”).  When issuing and maintaining Uncertificated
ADS(s) under the Deposit Agreement, the Depositary shall at all times be
subject to (i) the standards applicable to registrars and transfer agents
maintaining direct registration systems for equity securities in New York and
issuing uncertificated securities under New York law, and (ii) the terms of
New York law applicable to uncertificated equity securities.  Uncertificated ADSs shall not be represented
by any instruments but shall be evidenced by registration in the books of the
Depositary maintained for such purpose. 
Holders of Uncertificated ADSs, that are not subject to any registered
pledges, liens, restrictions or adverse claims of which the Depositary has
notice at such time, shall at all times have the right to exchange the
Uncertificated ADS(s) for Certificated ADS(s) of the same type and class,
subject in each case to applicable laws and any rules and regulations the
Depositary may have established in respect of the Uncertificated ADSs.  Holders of Certificated ADSs shall, if the
Depositary maintains a direct registration system for the ADSs, have the right
to exchange the Certificated ADSs for Uncertificated ADSs upon (i) the due
surrender of the Certificated ADS(s) to the Depositary for such purpose
and (ii) the presentation of a written request to that effect to the
Depositary, subject in each case to (a) all liens and restrictions noted
on the ADR evidencing the Certificated ADS(s) and all adverse claims of
which the Depositary then has notice, (b) the terms of the Deposit
Agreement and the rules and regulations that the Depositary may establish
for such purposes hereunder, (c) applicable law, and (d) payment of
the Depositary fees and expenses applicable to such exchange of Certificated
ADS(s) for Uncertificated ADS(s). 
Uncertificated ADSs shall in 


 


14

















 


all
respects be identical to Certificated ADS(s) of the same type and class,
except that (i) no ADR(s) shall be, or shall need to be, issued to
evidence Uncertificated ADS(s), (ii) Uncertificated ADS(s) shall,
subject to the terms of the Deposit Agreement, be transferable upon the same
terms and conditions as uncertificated securities under New York law,
(iii) the ownership of Uncertificated ADS(s) shall be recorded on the
books of the Depositary maintained for such purpose and evidence of such
ownership shall be reflected in periodic statements provided by the Depositary
to the Holder(s) in accordance with applicable New York law, (iv) the
Depositary may from time to time, upon notice to the Holders of Uncertificated
ADSs affected thereby, establish rules and regulations, and amend or
supplement existing rules and regulations, as may be deemed reasonably
necessary to maintain Uncertificated ADS(s) on behalf of Holders, provided
that (a) such rules and regulations do not conflict with the terms of
the Deposit Agreement and applicable law, and (b) the terms of such rules and
regulations are readily available to Holders upon request, (v) the
Uncertificated ADS(s) shall not be entitled to any benefits under the
Deposit Agreement or be valid or enforceable for any purpose against the
Depositary or the Company unless such Uncertificated ADS(s) is/are
registered on the books of the Depositary maintained for such purpose,
(vi) the Depositary may, in connection with any deposit of Shares
resulting in the issuance of Uncertificated ADSs and with any transfer, pledge,
release and cancellation of Uncertificated ADSs, require the prior receipt of
such documentation as the Depositary may deem reasonably appropriate, and
(vii) upon termination of the Deposit Agreement, the Depositary shall not
require Holders of Uncertificated ADSs to affirmatively instruct the Depositary
before remitting proceeds from the sale of the Deposited Securities represented
by such Holders’ Uncertificated ADSs under the terms of Section 6.2 of the
Deposit Agreement.  When issuing ADSs
under the terms of the Deposit Agreement, including, without limitation,
issuances pursuant to Sections 2.5, 4.2, 4.3, 4.4, 4.5 and 4.11, the Depositary
may in its discretion determine to issue Uncertificated ADSs rather than
Certificated ADSs, unless otherwise specifically instructed by the applicable
Holder to issue Certificated ADSs.  All
provisions and conditions of the Deposit Agreement shall apply to Uncertificated
ADSs to the same extent as to Certificated ADSs, except as contemplated by this
Section 2.13.  The Depositary is
authorized and directed to take any and all actions and establish any and all
procedures deemed reasonably necessary to give effect to the terms of this Section 2.13.  Any references in the Deposit Agreement or
any ADR(s) to the terms “American Depositary Share(s)” or “ADS(s)” shall,
unless the context otherwise requires, include Certificated ADS(s) and
Uncertificated ADS(s).  Except as set
forth in this Section 2.13 and except as required by applicable law, the
Uncertificated ADSs shall be treated as ADSs issued and outstanding under the
terms of the Deposit Agreement.  In the
event that, in determining the rights and obligations of parties hereto with
respect to any Uncertificated ADSs, any conflict arises between (a) the
terms of the Deposit Agreement (other than this Section 2.13) and (b) the
terms of this Section 2.13, the terms and conditions set forth in this Section 2.13
shall be controlling and shall govern the rights and obligations of the parties
to the Deposit Agreement pertaining to the Uncertificated ADSs.


 


Section 2.14         Restricted
ADSs.  The
Depositary shall, at the request and expense of the Company, establish
procedures enabling the deposit hereunder of Shares that are Restricted
Securities in order to enable the holder of such Shares to hold its ownership
interests in such Restricted Shares in the form of ADSs issued under the terms
hereof (such Shares, “Restricted 


 


15

















 


Shares”).  Upon receipt of a written
request from the Company to accept Restricted Shares for deposit hereunder, the
Depositary agrees to establish procedures permitting the deposit of such
Restricted Shares and the issuance of ADSs representing the right to receive,
subject to the terms of the Deposit Agreement and the applicable ADR (if issued
as a Certificated ADS), such deposited Restricted Shares (such ADSs, the “Restricted
ADSs,” and the ADRs evidencing such Restricted ADSs, the “Restricted
ADRs”).  Notwithstanding anything
contained in this Section 2.14, the Depositary and the Company may, to the
extent not prohibited by law, agree to issue the Restricted ADSs in
uncertificated form (“Uncertificated Restricted ADSs”) upon such terms
and conditions as the Company and the Depositary may deem necessary and
appropriate.  The Company shall assist
the Depositary in the establishment of such procedures and agrees that it shall
take all steps necessary and reasonably
satisfactory to the Depositary to insure that the establishment of such
procedures does not violate the provisions of the Securities Act or any other
applicable laws.  The depositors of such
Restricted Shares and the  Holders of the Restricted ADSs may be required prior to the deposit of such
Restricted Shares, the transfer of the Restricted ADRs and the Restricted
ADSs evidenced
thereby or the withdrawal of the Restricted Shares
represented by Restricted ADSs to provide such written certifications or
agreements as the Depositary or the Company may require.  The Company shall provide to the Depositary
in writing the legend(s) to be affixed to the Restricted ADRs (if the
Restricted ADSs are to be issued as Certificated ADSs),
or to be included in the statements issued from time to time to Holders of Uncertificated
ADSs (if issued as Uncertificated Restricted ADSs), which legends shall (i) be
in a form reasonably satisfactory to the Depositary and (ii) contain the
specific circumstances under which the Restricted ADSs, and, if applicable, the
Restricted ADRs evidencing the Restricted ADSs, may be transferred or the
Restricted Shares withdrawn.  The
Restricted ADSs issued upon the deposit of Restricted Shares shall be
separately identified on the books of the Depositary and the Restricted Shares
so deposited shall, to the extent required by law, be held separate and
distinct from the other Deposited Securities held hereunder.  The Restricted Shares and the Restricted ADSs
shall not be eligible for Pre-Release Transactions.  The Restricted ADSs shall not be eligible for
inclusion in any book-entry settlement system, including, without limitation,
DTC, and shall not in any way be fungible with the ADSs issued under the terms
hereof that are not Restricted ADSs.  The
Restricted ADSs, and, if applicable, the Restricted ADRs evidencing the
Restricted ADSs, shall be transferable only by the Holder thereof upon delivery
to the Depositary of (i) all documentation otherwise contemplated by the
Deposit Agreement and (ii) an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter alia, the conditions upon which the
Restricted ADSs presented, and, if applicable, the Restricted ADRs evidencing
the Restricted ADSs, are transferable by the Holder thereof under applicable
securities laws and the transfer restrictions contained in the legend
applicable to the Restricted ADSs presented for transfer.  Except as set forth in this Section 2.14
and except as required by applicable law, the Restricted ADRs and the
Restricted ADSs evidenced thereby shall be treated as ADRs and ADSs issued and
outstanding under the terms of the Deposit Agreement.  In the event that, in determining the rights
and obligations of parties hereto with respect to any Restricted ADSs, any conflict
arises between (a) the terms of the Deposit Agreement (other than this Section 2.14)
and (b) the terms of (i) this Section 2.14 or (ii) the
applicable Restricted ADR, the terms and conditions set forth in this Section 2.14
and of the Restricted ADR shall be controlling and shall govern the rights and
obligations of the parties to 


 


16

















 


the Deposit Agreement
pertaining to the deposited Restricted Shares, the Restricted ADSs and
Restricted ADRs.


 


If the Restricted ADRs, the Restricted ADSs and the
Restricted Shares cease to be Restricted Securities, the Depositary, upon
receipt of (x) an opinion of counsel reasonably satisfactory to the Depositary setting
forth, inter alia, that the
Restricted ADRs, the Restricted ADSs and the Restricted Shares are not as of
such time Restricted Securities, and (y) instructions from the Company to
remove the restrictions applicable to the Restricted ADRs, the Restricted ADSs
and the Restricted Shares, shall (i) eliminate the distinctions and
separations that may have been established between the applicable Restricted
Shares held on deposit under this Section 2.14 and the other Shares held
on deposit under the terms of the Deposit Agreement that are not Restricted
Shares, (ii) treat the newly unrestricted ADRs and ADSs on the same terms
as, and fully fungible with, the other ADRs and ADSs issued and outstanding
under the terms of the Deposit Agreement that are not Restricted ADRs or
Restricted ADSs, (iii) take all actions necessary to remove any
distinctions, limitations and restrictions previously existing under this Section 2.14
between the applicable Restricted ADRs and Restricted ADSs, respectively, on
the one hand, and the other ADRs and ADSs that are not Restricted ADRs or
Restricted ADSs, respectively, on the other hand, including, without
limitation, by making the newly-unrestricted ADSs eligible for Pre-Release
Transactions and for inclusion in the applicable book-entry settlement systems.


 


ARTICLE III


 


CERTAIN
OBLIGATIONS OF HOLDERS

AND BENEFICIAL OWNERS OF ADSs


 


Section 3.1            Proofs,
Certificates and Other Information.  Any person
presenting Shares for deposit, any Holder and any Beneficial Owner may be
required, and every Holder and Beneficial Owner agrees, from time to time to
provide to the Depositary and the Custodian such proof of citizenship or
residence, taxpayer status, payment of all applicable taxes or other
governmental charges, exchange control approval, legal or beneficial ownership
of ADSs and Deposited Securities, compliance with applicable laws, the terms of
the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions
of, or governing, the Deposited Securities, to execute such certifications and
to make such representations and warranties, and to provide such other
information and documentation (or, in the case of Shares in registered form
presented for deposit, such information relating to the registration on the
books of the Company or of the Share Registrar) as the Depositary or the
Custodian may deem necessary or proper or as the Company may reasonably require
by written request to the Depositary consistent with its obligations under the
Deposit Agreement and the applicable ADR(s). 
The Depositary and the Registrar, as applicable, may withhold the
execution or delivery or registration of transfer of any ADR or ADS or the
distribution or sale of any dividend or distribution of rights or of the
proceeds thereof or, to the extent not limited by the terms of Section 7.8,
the delivery of any Deposited Securities until such proof or other information
is filed or such certifications are executed, or such representations and
warranties are made, or such other documentation or information provided, in
each case to the Depositary’s, the Registrar’s and the Company’s
satisfaction.  At the Company’s
sole cost and expense, the Depositary shall provide the Company, in a timely manner, with copies
or originals if necessary and appropriate of (i) any 


 


17

















 


such
proofs of citizenship or residence, taxpayer status, or exchange control
approval or copies of written representations and warranties which it receives
from Holders and Beneficial Owners, and (ii) any other information or
documents which the Company may reasonably request and which the Depositary shall
request and receive from any Holder or Beneficial Owner or any person
presenting Shares for deposit or ADSs for cancellation, transfer or
withdrawal.  Nothing herein shall
obligate the Depositary to (i) obtain any information for the Company if
not provided by the Holders or Beneficial Owners, or (ii) verify or vouch
for the accuracy of the information so provided by the Holders or Beneficial
Owners.


 


Section 3.2            Liability
for Taxes and Other Charges.  Any tax or
other governmental charge payable by the Custodian or by the Depositary with
respect to any Deposited Securities, ADSs or ADRs shall be payable by the
Holders and Beneficial Owners to the Depositary.  The Company, the Custodian and/or the
Depositary may withhold or deduct from any distributions made in respect of
Deposited Securities, and may sell in a riskless principal capacity in a public
sale or if no public market is available, in a private sale, for the account of
a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply
such distributions and sale proceeds in payment of, any taxes (including
applicable interest and penalties) or charges that are or may be payable by
Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and
ADRs, the Holder and the Beneficial Owner remaining liable for any
deficiency.  The Custodian may refuse the
deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs,
register the transfer of ADSs, register the split-up or combination of ADRs and
(subject to Section 7.8) the withdrawal of Deposited Securities until
payment in full of such tax, charge, penalty or interest is received.  Every Holder and Beneficial Owner agrees to
indemnify the Depositary, the Company, the Custodian, and any of their
respective agents, officers, directors, employees and Affiliates for, and to
hold each of them harmless from, any claims with respect to taxes (including
applicable interest and penalties thereon) arising from any tax benefit
obtained for such Holder and/or Beneficial Owner.


 


Section 3.3            Representations
and Warranties on Deposit of Shares.  Each person
depositing Shares under the Deposit Agreement shall be deemed thereby to
represent and warrant that (i) such Shares and the certificates therefor
are duly authorized, validly issued, fully paid, non-assessable and legally
obtained by such person, (ii) all preemptive (and similar) rights, if any,
with respect to such Shares have been validly waived or exercised, (iii) the
person making such deposit is duly authorized so to do, (iv) the Shares
presented for deposit are free and clear of any lien, encumbrance, security
interest, charge, mortgage or adverse claim, and (v) the Shares presented
for deposit are not, and the ADSs issuable upon such deposit will not be,
Restricted Securities (except as contemplated in Section 2.14), and
(vi) the Shares presented for deposit have not been stripped of any rights
or entitlements.  Such representations
and warranties shall survive the deposit and withdrawal of Shares, the issuance
and cancellation of ADSs in respect thereof and the transfer of such ADSs.  If any such representations or warranties are
false in any way, the Company and the Depositary shall be authorized, at the
cost and expense of the person depositing Shares, to take any and all actions
necessary to correct the consequences thereof.


 


Section 3.4            Compliance
with Information Requests. 
Notwithstanding any other provision of the Deposit Agreement or any
ADR(s), each Holder and Beneficial Owner agrees to 


 


18

















 


comply
with requests from the Company pursuant to applicable law, the rules and
requirements of Nasdaq Stock Market LLC, and any other stock exchange on which the Shares or ADSs
are, or will be, registered, traded or listed or the Articles of Association of
the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or
Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the
identity of any other person(s) interested in such ADSs and the nature of
such interest and various other matters, whether or not they are Holders and/or
Beneficial Owners at the time of such request. 
The Depositary agrees to use its reasonable efforts to forward, upon the
request of the Company and at the Company’s expense, any such request from the
Company to the Holders and to forward to the Company any such responses to such
requests received by the Depositary.


 


Section 3.5            Ownership
Restrictions.  Notwithstanding any other provision in the
Deposit Agreement or any ADR, the Company may restrict transfers of the Shares
where such transfer might result in ownership of Shares exceeding limits
imposed by applicable law or the Articles of Association of the Company.  The Company may also restrict, in such manner
as it deems appropriate, transfers of the ADSs where such transfer may result
in the total number of Shares represented by the ADSs owned by a single Holder
or Beneficial Owner to exceed any such limits. 
The Company may, in its sole discretion but subject to applicable law,
instruct the Depositary to take action with respect to the ownership interest
of any Holder or Beneficial Owner in excess of the limits set forth in the
preceding sentence, including, but not limited to, the imposition of
restrictions on the transfer of ADSs, the removal or limitation of voting
rights or mandatory sale or disposition on behalf of a Holder or Beneficial
Owner of the Shares represented by the ADSs held by such Holder or Beneficial
Owner in excess of such limitations, if and to the extent such disposition is
permitted by applicable law and the Articles of Association of the
Company.  Nothing herein shall be
interpreted as obligating the Depositary or the Company to ensure compliance
with the ownership restrictions described in this Section 3.5.


 


Section 3.6            Reporting
Obligations and Regulatory Approvals. 
Applicable laws
and regulations may require holders and beneficial owners of Shares, including
the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements
and obtain regulatory approvals in certain circumstances.  Holders and Beneficial Owners of ADSs are
solely responsible for determining and complying with such reporting
requirements and obtaining such approvals. 
Each Holder and each Beneficial Owner hereby agrees to make such
determination, file such reports, and obtain such approvals to the extent and
in the form required by applicable laws and regulations as in effect from time
to time.  Neither the Depositary, the
Custodian, the Company or any of their respective agents or affiliates shall be
required to take any actions whatsoever on behalf of Holders or Beneficial
Owners to determine or satisfy such reporting requirements or obtain such
regulatory approvals under applicable laws and regulations.


 


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ARTICLE IV


 


THE
DEPOSITED SECURITIES


 


Section 4.1            Cash
Distributions.  Whenever the Company intends to make a
distribution of a cash dividend or other cash distribution, the Company shall
give notice thereof to the Depositary at least twenty (20) days  (or such other number of days as the
Depositary and the Company may from time to time agree to)  prior to the proposed distribution specifying,
inter  alia, the record date applicable for determining the
holders of Deposited Securities entitled to receive such distribution.  Upon the timely receipt of such notice, the
Depositary shall establish an ADS Record Date upon the terms described in Section 4.9.  Upon receipt of confirmation from the
Custodian of the receipt of any cash dividend or other cash distribution on any
Deposited Securities, or upon receipt of proceeds from the sale of any
Deposited Securities or any other entitlements held in respect of Deposited
Securities under the terms hereof, the Depositary will (i) if at the time
of receipt thereof any amounts received in a Foreign Currency can, in the
judgment of the Depositary (pursuant to Section 4.8), be converted on a
practicable basis into Dollars transferable to the United States, promptly
convert or cause to be converted such cash dividend, distribution or proceeds
into Dollars (on the terms described in Section 4.8), (ii) if
applicable and unless previously established, establish the ADS Record Date
upon the terms described in Section 4.9, and (iii) distribute
promptly the amount thus received (net of (a) the applicable fees and
charges of, and expenses incurred by, the Depositary and (b) taxes
withheld) to the Holders entitled thereto as of the ADS Record Date in
proportion to the number of ADSs held as of the ADS Record Date.  The Depositary shall distribute only such
amount, however, as can be distributed without attributing to any Holder a
fraction of one cent, and any balance not so distributed shall be held by the
Depositary (without liability for interest thereon) and shall be added to and become
part of the next sum received by the Depositary for distribution to Holders of
ADSs outstanding at the time of the next distribution.  If the Company, the Custodian or the
Depositary is required to withhold and does withhold from any cash dividend or
other cash distribution in respect of any Deposited Securities an amount on
account of taxes, duties or other governmental charges, the amount distributed
to Holders on the ADSs representing such Deposited Securities shall be reduced
accordingly.  Such withheld amounts shall
be forwarded by the Company, the Custodian or the Depositary to the relevant
governmental authority.  Evidence of
payment thereof by the Company shall be forwarded by the Company to the
Depositary upon request.


 


Section 4.2            Distribution
in Shares.  Whenever the Company intends to make a
distribution that consists of a dividend in, or free distribution of, Shares,
the Company shall give notice thereof to the Depositary at least twenty (20)
days (or such other number of days as the Depositary and the Company may from
time to time agree to)  prior to the proposed distribution, specifying, inter  alia,
the record date applicable to holders of Deposited Securities entitled to
receive such distribution.  Upon the
timely receipt of such notice from the Company, the Depositary shall establish
the ADS Record Date upon the terms described in Section 4.9.  Upon receipt of confirmation from the
Custodian of the receipt of the Shares so distributed by the Company, the
Depositary shall either (i) subject to Section 5.9, distribute to the
Holders as of the ADS Record Date in proportion to the number of ADSs held as
of the ADS Record Date, additional ADSs, which represent in the aggregate the
number of Shares received as such 


 


20

















 


dividend,
or free distribution, subject to the other terms of the Deposit Agreement
(including, without limitation, (a) the applicable fees and charges of,
and expenses incurred by, the Depositary and (b) taxes), or (ii) if
additional ADSs are not so distributed, take all actions necessary so that each
ADS issued and outstanding after the ADS Record Date shall, to the extent
permissible by law, thenceforth also represent rights and interests in the
additional integral number of Shares distributed upon the Deposited Securities
represented thereby (net of (a) the applicable fees and charges of, and
expenses incurred by, the Depositary and (b) taxes).  In lieu of delivering fractional ADSs, the
Depositary shall sell the number of Shares or ADSs, as the case may be,
represented by the aggregate of such fractions, in a riskless principal
capacity in a public sale or if no public market is available, in a private
sale, and distribute the net proceeds upon the terms described in Section 4.1.  In the event that the Depositary determines
that any distribution in property (including Shares) is subject to any tax or
other governmental charges which the Depositary is obligated to withhold, or,
if the Company in the fulfillment of its obligation under Section 5.7, has
furnished an opinion of U.S. counsel determining that Shares must be registered
under the Securities Act or other laws in order to be distributed to Holders
(and no such registration statement has been declared effective), the Depositary
may dispose of all or a portion of such property (including Shares and rights
to subscribe therefor) in such amounts and in such manner, including by public
or private sale, as the Depositary deems necessary and practicable, and the
Depositary shall distribute the net proceeds of any such sale (after deduction
of (a) taxes and (b) fees and charges of, and expenses incurred by,
the Depositary) to Holders entitled thereto upon the terms described in Section 4.1.  The Depositary shall hold and/or distribute
any unsold balance of such property in accordance with the provisions of the
Deposit Agreement.


 


Section 4.3            Elective
Distributions in Cash or Shares.  Whenever
the Company intends to make a distribution payable at the election of the
holders of Shares in cash or in additional Shares, the Company shall give
notice thereof to the Depositary at least forty five (45) days (or such other
number of days as the Depositary and the Company may from time to time agree
to)  prior to the
proposed distribution  specifying, inter
alia, the record date applicable to holders of Deposited Securities
entitled to receive such elective distribution and whether or not it wishes
such elective distribution to be made available to Holders of ADSs.  Upon the timely receipt of a notice
indicating that the Company wishes such elective distribution to be made
available to Holders of ADSs, the Depositary shall consult with the Company to
determine, and the Company shall assist the Depositary in its determination,
whether it is lawful and reasonably practicable to make such elective
distribution available to the Holders of ADSs. 
The Depositary shall make such elective distribution available to
Holders only if (i) the Company shall have requested in a timely manner
that the elective distribution be made available to Holders, (ii) the
Depositary shall have determined that such distribution is reasonably
practicable and (iii) the Depositary shall have received satisfactory
documentation within the terms of Section 5.7.  If the above conditions are not satisfied,
the Depositary shall establish an ADS Record Date on the terms described in Section 4.9
and, to the extent permitted by law, distribute to the Holders, on the basis of
the same determination as is made in the Cayman Islands in respect of the
Shares for which no election is made, either (X) cash upon the terms
described in Section 4.1 or (Y) additional ADSs representing such
additional Shares upon the terms described in Section 4.2.  If the above conditions are satisfied, the
Depositary shall establish an ADS Record Date on the 


 


21

















 


terms
described in Section 4.9 and establish procedures to enable Holders to
elect the receipt of the proposed distribution in cash or in additional
ADSs.  The Company shall assist the
Depositary in establishing such procedures to the extent necessary.  If a Holder elects to receive the proposed
distribution (X) in cash, the distribution shall be made upon the terms
described in Section 4.1, or (Y) in ADSs, the distribution shall be
made upon the terms described in Section 4.2.  Nothing herein shall obligate the Depositary
to make available to Holders a method to receive the elective distribution in
Shares (rather than ADSs).  There can be
no assurance that Holders generally, or any Holder in particular, will be given
the opportunity to receive elective distributions on the same terms and
conditions as the holders of Shares.


 


Section 4.4            Distribution of Rights to
Purchase Additional ADSs.


 


(a)           Distribution
to ADS Holders.  Whenever the Company intends to distribute to the holders of the
Deposited Securities rights to subscribe for additional Shares, the Company
shall give notice thereof to the Depositary  at
least forty five (45)
days (or such other number of days as the
Depositary and the Company may from time to time agree to) prior to the
proposed distribution specifying, inter  alia, the record date
applicable to holders of Deposited Securities entitled to receive such
distribution and whether or not it wishes such rights to be made available to
Holders of ADSs.  Upon the timely receipt
of a notice indicating that the Company wishes such rights to be made available
to Holders of ADSs, the Depositary shall consult with the Company to determine,
and the Company shall assist the Depositary in its determination, whether it is
lawful and reasonably practicable to make such rights available to the
Holders.  The Depositary shall make such
rights available to Holders only if (i) the Company shall have requested
in a timely manner that such rights be made available to Holders, (ii) the
Depositary shall have received satisfactory documentation within the terms of Section 5.7,
and (iii) the Depositary shall have determined that such distribution of
rights is reasonably practicable.  In the
event any of the conditions set forth above are not satisfied or if the Company
requests that the rights not be made available to Holders of ADSs, the
Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below.  In the event all conditions set forth above
are satisfied, the Depositary shall establish an ADS Record Date (upon the
terms described in Section 4.9) and establish procedures to
(x) distribute rights to purchase additional ADSs (by means of warrants or
otherwise), (y) to enable the Holders to exercise such rights (upon
payment of the subscription price and of the applicable (a) fees and
charges of, and expenses incurred by, the Depositary and (b) taxes), and
(z) to deliver ADSs upon the valid exercise of such rights.  The Company shall assist the Depositary to
the extent necessary in establishing such procedures.  Nothing herein shall obligate the Depositary
to make available to the Holders a method to exercise rights to subscribe for
Shares (rather than ADSs).


 


(b)           Sale
of Rights.  If (i) the Company does not request the Depositary, in a timely
manner, to make the rights available to Holders or requests that the rights not
be made available to Holders, (ii) the Depositary fails to receive
satisfactory documentation within the terms of Section 5.7 or determines
it is not reasonably practicable to make the rights available to Holders, or (iii) any
rights made available are not exercised and appear to be about to lapse, the
Depositary shall determine whether it is lawful and reasonably practicable to
sell such rights, in a riskless principal capacity, at such place and upon such
terms (including public or private sale) as it may deem practicable.  The Company shall assist the Depositary to
the extent necessary to 


 


22

















 


determine such legality
and practicability.  The Depositary
shall, upon such sale, convert and distribute proceeds of such sale (net of
applicable (a) fees and charges of, and expenses
incurred by, the Depositary and (b) taxes) upon the terms set forth in Section 4.1.


 


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


 


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


 


Notwithstanding
anything to the contrary in this Section 4.4, if registration (under the
Securities Act or any other applicable law) of the rights or the securities to
which any rights relate may be required in order for the Company to offer such
rights or such securities to Holders and to sell the securities represented by
such rights, the Depositary will not distribute such rights to the Holders
(i) unless and until a registration statement under the Securities Act (or
other applicable law) covering such offering is in effect or (ii) unless
the Company furnishes the Depositary opinion(s) of counsel for the Company
in the United States and counsel to the Company in any other applicable country
in which rights would be distributed, in each case reasonably satisfactory to
the Depositary, to the effect that the offering and sale of such securities to
Holders and Beneficial Owners are exempt from, or do not require registration
under, the provisions of the Securities Act or any other applicable laws.  A
liquid market for rights may not exist, and this may adversely affect (1) the
ability of the Depositary to dispose of such rights or (2) the amount the
Depositary would realize upon disposal of rights.


 


In
the event that the Company, the Depositary or the Custodian shall be required
to withhold and does withhold from any distribution of property (including
rights) an amount on account of taxes or other governmental charges, the amount
distributed to the Holders of ADSs representing such Deposited Securities shall
be reduced accordingly.  In the event
that the Depositary determines that any distribution in property (including
Shares and rights to subscribe therefor) is subject to any tax or other
governmental charges which the Depositary is obligated to withhold, the Depositary
may dispose of all or a portion of such property (including Shares and rights
to subscribe therefor) in such amounts and in such manner, including by public
or private sale, as the Depositary deems necessary and practicable to pay any
such taxes or charges.


 


There
can be no assurance that Holders generally, or any Holder in particular, will
be given the opportunity to receive or exercise rights on the same terms and
conditions as the holders of Shares or be able to exercise such rights.  Nothing herein shall obligate the Company to
file any registration statement in respect of any rights or Shares or other
securities to be acquired upon the exercise of such rights.


 


23

















 


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


 


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


 


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


 


(c)           If (i) the Company does not request the Depositary to make such
distribution to Holders or requests not to make such distribution to Holders, (ii) the
Depositary does not receive satisfactory documentation within the terms of Section 5.7,
or (iii) the Depositary determines that all or a portion of such
distribution is not reasonably practicable, the Depositary shall sell or cause
such property to be sold in a public or private sale, at such place or places
and upon such terms as it may deem practicable and shall (i) cause the
proceeds of such sale, if any, to be converted into Dollars and (ii) distribute
the proceeds of such conversion received by the Depositary (net of applicable (a) fees
and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders as of the
ADS Record Date upon the terms of Section 4.1.  If the Depositary is unable to sell such
property, the Depositary may dispose of such property for the account of the
Holders in any way it deems reasonably practicable under the circumstances.


 


Section 4.6            Distributions
with Respect to Deposited Securities in Bearer Form.  Subject
to the terms of this Article IV, distributions in respect of Deposited
Securities that are held by the Depositary in bearer form shall be made to the
Depositary for the account of the respective Holders of ADS(s) with
respect to which any such distribution is made upon due presentation by the
Depositary or the Custodian to the Company of any relevant coupons, talons, or
certificates.  The Company shall promptly
notify the Depositary of such distributions. 
The Depositary or the Custodian shall promptly present such coupons,
talons or certificates, as the case may be, in connection with any such
distribution.


 


24

















 


Section 4.7            Redemption.  If the
Company intends to exercise any right of redemption in respect of any of the
Deposited Securities, the Company shall give notice thereof to the Depositary
at least forty five (45) days (or such other number of days as the Depositary
and the Company may from time to time agree to)  prior to the intended date of redemption which
notice shall set forth the particulars of the proposed redemption.  Upon timely receipt of (i) such notice
and (ii) satisfactory documentation given by the Company to the Depositary
within the terms of Section 5.7, and only if the Depositary shall have
determined that such proposed redemption is practicable, the Depositary shall
provide to each Holder a notice setting forth the intended exercise by the
Company of the redemption rights and any other particulars set forth in the
Company’s notice to the Depositary.  The
Depositary shall instruct the Custodian to present to the Company the Deposited
Securities in respect of which redemption rights are being exercised against
payment of the applicable redemption price. 
Upon receipt of confirmation from the Custodian that the redemption has
taken place and that funds representing the redemption price have been
received, the Depositary shall convert, transfer, and distribute the proceeds
(net of applicable (a) fees and charges of, and the expenses incurred by,
the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if
applicable, upon delivery of such ADSs by Holders thereof and the terms set
forth in Sections 4.1 and 6.2.  If less
than all outstanding Deposited Securities are redeemed, the ADSs to be retired
will be selected by lot or on a pro rata basis, as may be determined by the
Depositary.  The redemption price per ADS
shall be the dollar equivalent of the per share amount received by the
Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the
redemption of the Deposited Securities represented by ADSs (subject to the
terms of Section 4.8 and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes)
multiplied by the number of Deposited Securities represented by each ADS
redeemed.


 


Section 4.8            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, which in the judgment of the Depositary can at such time be converted
on a practicable basis, by sale or in any other manner that it may determine in
accordance with applicable law, into Dollars transferable to the United States
and distributable to the Holders entitled thereto, the Depositary shall convert
or cause to be converted, by sale or in any other manner that it may determine,
such Foreign Currency into Dollars, and shall distribute such Dollars (net of
any applicable fees, any reasonable and customary expenses incurred in such
conversion and any expenses incurred on behalf of the Holders in complying with
currency exchange control or other governmental requirements) in accordance
with the terms of the applicable sections of the Deposit Agreement.  If the Depositary shall have distributed
warrants or other instruments that entitle the holders thereof to such Dollars,
the Depositary shall distribute such Dollars to the holders of such warrants
and/or instruments upon surrender thereof for cancellation, in either case
without liability for interest thereon. 
Such distribution may be made upon an averaged or other practicable
basis without regard to any distinctions among Holders on account of any
application of exchange restrictions or otherwise.


 


If
such conversion or distribution generally or with regard to a particular Holder
can be effected only with the approval or license of any government or agency
thereof, the Depositary shall have authority to file such application for
approval or license, if any, as it may deem desirable.  In no event, however, shall the Depositary be
obligated to make such a filing.


 


25

















 


If
at any time the Depositary shall determine that in its judgment the conversion
of any Foreign Currency and the transfer and distribution of proceeds of such
conversion received by the Depositary is not practicable or lawful, or if any
approval or license of any governmental authority or agency thereof that is
required for such conversion, transfer and distribution is denied or, in the
opinion of the Depositary, not obtainable at a reasonable cost or within a
reasonable period, the Depositary may, in its discretion, (i) make such
conversion and distribution in Dollars to the Holders for whom such conversion,
transfer and distribution is lawful and practicable, (ii) distribute the
Foreign Currency (or an appropriate document evidencing the right to receive
such Foreign Currency) to Holders for whom this is lawful and practicable or (iii) hold
(or cause the Custodian to hold) such Foreign Currency (without liability for
interest thereon) for the respective accounts of the Holders entitled to
receive the same.


 


Section 4.9            Fixing
of ADS Record Date.  Whenever the Depositary shall
receive notice of the fixing of a record date by the Company for the
determination of holders of Deposited Securities entitled to receive any
distribution (whether in cash, Shares, rights, or other distribution), or
whenever for any reason the Depositary causes a change in the number of Shares
that are represented by each ADS, or whenever the Depositary shall receive
notice of any meeting of, or solicitation of consents or proxies of, holders of
Shares or other Deposited Securities, or whenever the Depositary shall find it necessary
or convenient in connection with the giving of any notice, solicitation of any
consent or any other matter, the Depositary shall fix a record date (the “ADS
Record Date”) for the determination of the Holders of ADS(s) who shall
be entitled to receive such distribution, to give instructions for the exercise
of voting rights at any such meeting, to give or withhold such consent, to
receive such notice or solicitation or to otherwise take action, or to exercise
the rights of Holders with respect to such changed number of Shares represented
by each ADS or for any other reason.  The
Depositary shall make reasonable efforts to establish the ADS Record Date as
closely as possible to the applicable record date for the Deposited Securities
(if any) set by the Company in the Cayman Islands.  Subject to applicable law and the provisions
of Section 4.1 through 4.8 and to the other terms and conditions of the
Deposit Agreement, only the Holders of ADSs at the close of business in New
York on such ADS Record Date shall be entitled to receive such distribution, to
give such voting instructions, to receive such notice or solicitation, or
otherwise take action.


 


Section 4.10         Voting of Deposited Securities.    As soon as practicable after receipt of notice
of any meeting at which the holders of Deposited Securities are entitled to
vote, or of solicitation of consents or proxies from holders of Deposited
Securities, the Depositary shall fix the ADS Record Date in respect of such
meeting or solicitation of consent or proxy in accordance with Section 4.9.  The Depositary shall, if requested by the
Company in writing in a timely manner (the Depositary having no obligation to
take any further action if the request shall not have been received by the
Depositary at least thirty (30) days prior to the date of such vote or
meeting), at the Company’s expense and provided no U.S. legal prohibitions
exist, distribute as soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such
notice of meeting or solicitation of consent or proxy, (b) a statement
that the Holders at the close of business on the ADS Record Date will be
entitled, subject to any applicable law, the provisions of the Deposit
Agreement, the Articles of Association of the Company and the provisions of or
governing the Deposited Securities, to instruct the Depositary as to the
exercise of the voting rights, if any, pertaining to the Deposited Securities
represented by such Holder’s ADSs, and (c) 


 


26

















 


a
brief statement as to the manner in which such voting instructions may be given
to the Depositary or in which voting instructions may be deemed to
have been given in accordance with this Section 4.10, if no instructions
are received prior to the deadline set for such purposes, to the Depositary to
give a discretionary proxy to a person designated by the Company.


 


Notwithstanding
anything contained in the Deposit Agreement or any ADR, the Depositary may, to
the extent not prohibited by law or regulations, or by the requirements of the
stock exchange on which the ADSs are listed, in lieu of distribution of the
materials provided to the Depositary in connection with any meeting of, or
solicitation of consents or proxies from, holders of Deposited Securities,
distribute to the Holders a notice that provides Holders with, or otherwise
publicize to Holders, instructions on how to retrieve such materials or receive
such materials upon request (i.e., by
reference to a website containing the materials for retrieval or a contact for
requesting copies of the materials).


 


The
Depositary has been advised by the Company that under the Cayman Islands law as
in effect as of the date of the Deposit Agreement, voting at any meeting of
shareholders of the Company is by show of hands unless a poll is (before or on
the declaration of the results of the show of hands) demanded.  The Depositary will not join in demanding a
poll, whether or not requested to do so by Holders of ADSs.  Under the Articles of Association of the
Company (in effect on the date of this Deposit Agreement) a poll may be
demanded by (i) the chairman of the meeting, (ii) at least three
shareholders present in person or in the case of a shareholder being a
corporation by its duly authorized representative or by proxy for the time
being entitled to vote at the meeting, (iii) any shareholder or
shareholders present in person or in the case of a shareholder being a
corporation by its duly authorized representative or by proxy and representing
not less than one-tenth of the total voting rights of all shareholders having
the right to vote at the meeting, (iv) by a shareholder or shareholders
present in person or in the case of a shareholder being a corporation by its
duly authorized representative or by proxy and holding Shares conferring a
right to vote at a meeting being Shares on which an aggregate sum has been paid
up equal to not less than one-tenth of the total sum paid on all shares
conferring that right, or (v) if required by the rules of the Nasdaq
Stock Market LLC, by any director or directors of the Company who, individually
or collectively, hold proxies in respect of Shares representing 5% or more of
the total voting rights at such meeting.


 


Voting
instructions may be given only in respect of a number of ADSs representing an
integral number of Deposited Securities. 
Upon the timely receipt from a Holder of ADSs as of the ADS Record Date
of voting instructions in the manner specified by the Depositary, the
Depositary shall endeavor, insofar as practicable and permitted under
applicable law, the provisions of the Deposit Agreement, the Articles of
Association of the Company and the provisions of the Deposited Securities, to
vote, or cause the Custodian to vote, the Deposited Securities (in person or by
proxy) represented by such Holder’s ADSs as follows:  (i) in the event voting takes place at a
shareholders’ meeting by show of hands, the Depositary will instruct the
Custodian to vote all Deposited Securities in accordance with the voting
instructions received from a majority of Holders of ADSs who provided voting
instructions, and (ii) in the event voting takes place at a shareholders’
meeting by poll, the Depositary will instruct the Custodian to vote the
Deposited Securities in accordance with the voting instructions received from
the Holders of ADSs. If the Depositary does not receive instructions from a
Holder as of 


 


27

















 


the
ADS Record Date on or before the date established by the Depositary for such
purpose and voting takes place by poll, such Holder shall be deemed, and the
Depositary shall (unless otherwise specified in the notice distributed to
Holders) deem such Holder, to have instructed the Depositary to give a
discretionary proxy to a person designated by the Company to vote the Deposited
Securities; provided, however, that no such discretionary proxy shall be given
by the Depositary with respect to any matter to be voted upon as to which the
Company informs the Depositary that (A) the Company does not wish to be
given such proxy, (B) substantial opposition exists from holders of Shares
against the outcome for which the person designated by the Company would
otherwise vote, or (C) the outcome for which the person designated by the
Company would otherwise vote would materially and adversely affected the rights
of holders of Deposited Securities.


 


Neither
the Depositary nor the Custodian shall under any circumstances exercise any
discretion as to voting and neither the Depositary nor the Custodian shall vote,
attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or
otherwise, the Deposited Securities represented by ADSs, except pursuant
to and in accordance with the voting instructions received from Holders in a
timely manner or as otherwise contemplated herein.  If the Depositary receives timely voting
instructions from a Holder which fail to specify the manner in which the
Depositary is to vote the Deposited Securities represented by such Holder’s
ADSs, the Depositary will deem such Holder (unless otherwise specified in the
notice distributed to Holders) to have instructed the Depositary to vote in
favor of the items set forth in such voting instructions. Deposited Securities
represented by ADSs for which no timely voting instructions are received by the
Depositary from the Holder shall not be voted except (i) in the case
voting takes place at the shareholders meeting by show of hands, in which case
the Depositary will instruct the Custodian to vote all Deposited Securities in
accordance with the voting instructions received from a majority of Holders of
ADSs who provided voting instructions and (ii) as otherwise contemplated
in this Section 4.10.  Notwithstanding anything else contained herein, the Depositary shall, if
so requested in writing by the Company, represent all Deposited Securities
(whether or not voting instructions have been received in respect of such
Deposited Securities from Holders as of the ADS Record Date) for the sole
purpose of establishing quorum at a meeting of shareholders.


 


Notwithstanding
anything else contained in the Deposit Agreement or any ADR, the Depositary
shall not have any obligation to take any action with respect to any meeting,
or solicitation of consents or proxies, of holders of Deposited Securities if
the taking of such action would violate U.S. laws.  The Company agrees to take any and all
actions reasonably necessary and as permitted by Cayman Islands law to enable
Holders and Beneficial Owners to exercise the voting rights accruing to the
Deposited Securities and to deliver to the Depositary an opinion of U.S.
counsel addressing any actions requested to be taken if so requested by the
Depositary.


 


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


 


Section 4.11         Changes
Affecting Deposited Securities.  Upon any
change in nominal or par value, split-up, cancellation, consolidation or any
other reclassification of Deposited 


 


28

















 


Securities,
or upon any recapitalization, reorganization, merger, consolidation or sale of
assets affecting the Company or to which it is a party, any securities which
shall be received by the Depositary or the Custodian in exchange for, or in
conversion of or replacement of or otherwise in respect of, such Deposited
Securities shall, to the extent permitted by law, be treated as new Deposited
Securities under the Deposit Agreement, and the ADRs shall, subject to the
provisions of the Deposit Agreement and applicable law, evidence ADSs
representing the right to receive such additional or replacement securities, as
applicable.  In giving effect to such
change, split-up, cancellation, consolidation or other reclassification of
Deposited Securities, recapitalization, reorganization, merger, consolidation
or sale of assets, the Depositary may, with the Company’s approval, and shall,
if the Company shall so request, subject to the terms of the Deposit Agreement
and receipt of an opinion of counsel to the Company reasonably satisfactory to
the Depositary that such actions are not in violation of any applicable laws or
regulations, (i) issue and deliver additional ADSs as in the case of a
stock dividend on the Shares, (ii) amend the Deposit Agreement and the
applicable ADRs, (iii) amend the applicable Registration Statement(s) on
Form F-6 as filed with the Commission in respect of the ADSs, (iv) call
for the surrender of outstanding ADRs to be exchanged for new ADRs, and
(v) take such other actions as are appropriate to reflect the transaction
with respect to the ADSs.  The Company
agrees to, jointly with the Depositary, amend the Registration Statement on Form F-6
as filed with the Commission to permit the issuance of such new form of
ADRs.  Notwithstanding the foregoing, in
the event that any security so received may not be lawfully distributed to some
or all Holders, the Depositary may, with the Company’s approval, and shall, if
the Company requests, subject to receipt of an opinion of Company’s counsel
reasonably satisfactory to the Depositary that such action is not in violation
of any applicable laws or regulations, sell such securities at public or
private sale, at such place or places and upon such terms as it may deem proper
and may allocate the net proceeds of such sales (net of (a) fees and
charges of, and expenses incurred by, the Depositary and (b) taxes)
for the account of the Holders otherwise entitled to such securities upon an
averaged or other practicable basis without regard to any distinctions among
such Holders and distribute the net proceeds so allocated to the extent
practicable as in the case of a distribution received in cash pursuant to Section 4.1.  The Depositary shall not be responsible for (i) any
failure to determine that it may be lawful or practicable to make such securities available to
Holders in general or to any Holder in particular, (ii) any foreign
exchange exposure or loss incurred in connection with such sale, or (iii) any
liability to the purchaser of such securities.


 


Section 4.12         Available Information.


 


The Company is subject to the periodic reporting
requirements of the Exchange Act and, accordingly, is required to file or
submit certain reports with the Commission. 
These reports can be retrieved from the Commission’s website
(www.sec.gov) and can be inspected and copied at the public reference
facilities maintained by the Commission located (as of the date of the Deposit
Agreement) at 100 F Street, N.E., Washington D.C.  20549.


 


Section 4.13         Reports.  The
Depositary shall make available for inspection by Holders at its Principal
Office any reports and communications, including any proxy soliciting
materials, received from the Company which are both (a) received by the
Depositary, the Custodian, or the nominee of either of them as the holder of
the Deposited Securities and (b) made generally available to the holders
of such Deposited Securities by the Company. 
The Depositary shall also


 


29














 


provide
or make available to Holders copies of such reports when furnished by the
Company pursuant to Section 5.6.


 


Section 4.14         List of
Holders.  Promptly upon written request by the Company,
the Depositary shall furnish to it a list, as of a recent date, of the names,
addresses and holdings of ADSs of all Holders.


 


Section 4.15         Taxation.  The
Depositary will, and will instruct the Custodian to, forward to the Company or
its agents such information from its records as the Company may reasonably
request to enable the Company or its agents to file the necessary tax reports
with governmental authorities or agencies. 
The Depositary, the Custodian or the Company and its agents may (but
shall not be obligated to) file such reports as are necessary to reduce or eliminate
applicable taxes on dividends and on other distributions in respect of
Deposited Securities under applicable tax treaties or laws for the Holders and
Beneficial Owners.  In accordance with
instructions from the Company and to the extent practicable, the Depositary or
the Custodian will take reasonable administrative actions to obtain tax
refunds, reduced withholding of tax at source on dividends and other benefits
under applicable tax treaties or laws with respect to dividends and other
distributions on the Deposited Securities. 
As a condition to receiving such benefits, Holders and Beneficial Owners
of ADSs may be required from time to time, and in a timely manner, to file such
proof of taxpayer status, residence and beneficial ownership (as applicable),
to execute such certificates and to make such representations and warranties,
or to provide any other information or documents, as the Depositary or the
Custodian may deem necessary or proper to fulfill the Depositary’s or the
Custodian’s obligations under applicable law. 
The Holders and Beneficial Owners shall indemnify the Depositary, the
Company, the Custodian and any of their respective directors, employees, agents
and Affiliates against, and hold each of them harmless from, any claims by any governmental
authority with respect to taxes, additions to tax, penalties or interest
arising out of any refund of taxes, reduced rate of withholding at source or
other tax benefit obtained.


 


If
the Company (or any of its agents) withholds from any distribution any amount
on account of taxes or governmental charges, or pays any other tax in respect
of such distribution (i.e., stamp
duty tax, capital gains or other similar tax), the Company shall (and shall
cause such agent to) remit promptly to the Depositary information about such
taxes or governmental charges withheld or paid, and, if so requested, the tax
receipt (or other proof of payment to the applicable governmental authority)
therefor, in each case, in a form reasonably satisfactory to the Depositary.  The Depositary shall, to the extent required
by U.S. law, report to Holders any taxes withheld by it or the Custodian, and,
if such information is provided to it by the Company, any taxes withheld by the
Company.  The Depositary and the
Custodian shall not be required to provide the Holders with any evidence of the
remittance by the Company (or its agents) of any taxes withheld, or of the
payment of taxes by the Company, except to the extent the evidence is provided
by the Company to the Depositary or the Custodian, as applicable.  Neither the Depositary nor the Custodian
shall be liable for the failure by any Holder or Beneficial Owner to obtain the
benefits of credits on the basis of non-U.S. tax paid against such Holder’s or
Beneficial Owner’s income tax liability.


 


30

















 


The
Depositary is under no obligation to provide the Holders and Beneficial Owners
with any information about the tax status of the Company.  The Depositary shall not incur any liability
for any tax consequences that may be incurred by Holders and Beneficial Owners
on account of their ownership of the ADSs, including without limitation, tax
consequences resulting from the Company (or any of its subsidiaries) being
treated as a “Passive Foreign Investment Company” (in each case as defined in
the U.S. Internal Revenue Code and the regulations issued thereunder) or
otherwise.


 


ARTICLE V


 


THE
DEPOSITARY, THE CUSTODIAN AND THE COMPANY


 


Section 5.1            Maintenance
of Office and Transfer Books by the Registrar.  Until
termination of the Deposit Agreement in accordance with its terms, the
Registrar shall maintain in the Borough of Manhattan, the City of New York, an
office and facilities for the issuance and delivery of ADSs, the acceptance for
surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the
registration of issuances, cancellations, transfers, combinations and split-ups
of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so
issued, transferred, combined or split-up, in each case in accordance with the
provisions of the Deposit Agreement.


 


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


 


The
Registrar may close the transfer books with respect to the ADSs, at any time or
from time to time, when deemed necessary or advisable by it in good faith in
connection with the performance of its duties hereunder, or at the reasonable
written request of the Company subject, in all cases, to Section 7.8.


 


If
any ADSs are listed on one or more stock exchanges or automated quotation
systems in the United States, the Depositary shall act as Registrar or appoint
a Registrar or one or more co-registrars for registration of issuances,
cancellations, transfers, combinations and split-ups of ADSs and, if
applicable, to countersign ADRs evidencing the ADSs so issued, transferred,
combined or split-up,  in accordance
with any requirements of such exchanges or systems.  Such Registrar or co-registrars may be
removed and a substitute or substitutes appointed by the Depositary. As promptly as practicable,  the Depositary shall notify the Company of any such removal or
appointment.


 


Section 5.2            Exoneration. 
Neither the Depositary nor the Company shall be obligated to do or
perform any act which is inconsistent with the provisions of the Deposit
Agreement or incur any liability (i) if the Depositary or the Company shall be
prevented or forbidden from, or delayed in, doing or performing any act or
thing required by the terms of the Deposit Agreement, by reason of any
provision of any present or future law or regulation of the United States, the 


 


31

















 


Cayman
Islands or any other country, or of any other governmental authority or
regulatory authority or stock exchange, or on account of the possible criminal
or civil penalties or restraint, or by reason of any provision, present or
future, of the Articles of Association of the Company or any provision of or
governing any Deposited Securities, or by reason of any act of God or war or
other circumstances beyond its control (including, without limitation,
nationalization, expropriation, currency restrictions, work stoppage, strikes,
civil unrest, acts of terrorism, revolutions, rebellions, explosions and
computer failure), (ii) by reason of any exercise of, or failure to exercise,
any discretion provided for in the Deposit Agreement or in the Articles of
Association  of the Company or
provisions of or governing Deposited Securities, (iii) for any action or
inaction in reliance upon the advice of or information from legal counsel,
accountants, any person presenting Shares for deposit, any Holder, any
Beneficial Owner or authorized representative thereof, or any other person
believed by it in good faith to be competent to give such advice or
information, (iv) for the inability by a Holder or Beneficial Owner to benefit
from any distribution, offering, right or other benefit which is made available
to holders of Deposited Securities but is not, under the terms of the Deposit
Agreement, made available to Holders of ADSs, or (v) for any consequential or
punitive damages for any breach of the terms of the Deposit Agreement.


 


The
Depositary, its controlling persons, its agents, any Custodian and the Company,
its controlling persons and its agents may rely and shall be protected in
acting upon any written notice, request or other document believed by it to be
genuine and to have been signed or presented by the proper party or parties.


 


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


 


Section 5.3            Standard
of Care.  The Company and the Depositary assume no
obligation and shall not be subject to any liability under the Deposit
Agreement or any ADRs to any Holder(s) or Beneficial Owner(s), except that the
Company and the Depositary agree to perform their respective obligations
specifically set forth in the Deposit Agreement or the applicable ADRs without
negligence or bad faith.


 


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


 


The
Depositary and its agents shall not be liable for any failure to carry out any
instructions to vote any of the Deposited Securities, or for the manner in
which any vote is cast or the effect of any vote, provided that any such action
or omission is in good faith and in accordance with the terms of the Deposit
Agreement.  The Depositary shall not
incur any liability for any failure to determine that any distribution or
action may be lawful or reasonably 


 


32

















 


practicable,
for the content of any information submitted to it by the Company for
distribution to the Holders or for any inaccuracy of any translation thereof,
for any investment risk associated with acquiring an interest in the Deposited
Securities, for the validity or worth of the Deposited Securities or for any
tax consequences that may result from the ownership of ADSs, Shares or
Deposited Securities, for the credit-worthiness of any third party, for
allowing any rights to lapse upon the terms of the Deposit Agreement, for the
failure or timeliness of any notice from the Company, or for any action of or
failure to act by, or any information provided or not provided by, DTC or any
DTC Participant.


 


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.


 


Section 5.4            Resignation
and Removal of the Depositary; Appointment of Successor Depositary.  The
Depositary may at any time resign as Depositary hereunder by written notice of
resignation delivered to the Company, such resignation to be effective on the
earlier of (i) the 90th day after delivery thereof to the Company (whereupon
the Depositary shall be entitled to take the actions contemplated in Section 6.2),
or (ii) the appointment by the Company 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 written notice of such removal,
which removal shall be effective on the later of (i) the 90th day after
delivery thereof to the Depositary (whereupon the Depositary shall be entitled
to take the actions contemplated in Section 6.2), or (ii) upon the appointment
by the Company 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 be required by the Company to execute and deliver to its
predecessor and to the Company an instrument in writing accepting its appointment
hereunder, and thereupon such successor depositary, without any further act or
deed (except as required by applicable law), shall become fully vested with all
the rights, powers, duties and obligations of its predecessor (other than as
contemplated in Sections 5.8 and 5.9). 
The predecessor depositary, upon payment of all sums due it and on the
written request of the Company shall, (i) execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor hereunder
(other than as contemplated in Sections 5.8 and 5.9), (ii) duly assign,
transfer and deliver all right, title and interest to the Deposited Securities
to such successor, and (iii) deliver to such successor a list of the Holders of
all outstanding ADSs and such other information relating to ADSs and Holders
thereof as the successor may reasonably request.  Any such successor depositary shall promptly
provide notice of its appointment to such Holders.


 


33

















 


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 5.5            The
Custodian.  The Depositary has initially appointed
Citibank, N.A. -  Hong Kong Branch as
Custodian for the purpose of the Deposit Agreement.  The Custodian or its successors in acting
hereunder shall be subject at all times and in all respects to the direction of
the Depositary for the Deposited Securities for which the Custodian acts as
custodian and shall be responsible solely to it.  If any Custodian resigns or is discharged
from its duties hereunder with respect to any Deposited Securities and no other
Custodian has previously been appointed hereunder, the Depositary shall
promptly appoint a substitute custodian. 
The Depositary shall require such resigning or discharged Custodian to Deliver the Deposited Securities held by it, together
with all such records maintained by it as Custodian with respect to such
Deposited Securities as the Depositary may request, to the Custodian designated
by the Depositary.  Whenever the
Depositary determines, in its discretion, that it is appropriate to do so, it
may appoint an additional custodian with respect to any Deposited Securities,
or discharge the Custodian with respect to any Deposited Securities and appoint
a substitute custodian, which shall thereafter be Custodian hereunder with
respect to the Deposited Securities. 
Immediately upon any such change, the Depositary shall give notice
thereof in writing to all Holders of ADSs, each other Custodian and the
Company.


 


Citibank,
N.A. may at any time act as Custodian of the Deposited Securities pursuant to
the Deposit Agreement, in which case any reference to Custodian shall mean
Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit
Agreement.  Notwithstanding anything
contained in the Deposit Agreement or any ADR, the Depositary shall not be
obligated to give notice to the Company, any Holders of ADSs or any other
Custodian of its acting as Custodian pursuant to the Deposit Agreement.


 


Upon
the appointment of any successor depositary, any Custodian then acting
hereunder shall, unless otherwise instructed by the Depositary, continue to be
the Custodian of the Deposited Securities without any further act or writing,
and shall be subject to the direction of the successor depositary.  The successor depositary so appointed shall,
nevertheless, on the written request of any Custodian, execute and deliver to
such Custodian all such instruments as may be proper to give to such Custodian
full and complete power and authority to act on the direction of such successor
depositary.


 


Section 5.6            Notices
and Reports.  On or before the first date on which the
Company gives notice, by publication or otherwise, of any meeting of holders of
Shares or other Deposited Securities, or of any adjourned meeting of such
holders, or of the taking of any action by such holders other than at a
meeting, or of the taking of any action in respect of any cash or other
distributions or the offering of any rights in respect of Deposited Securities,
the Company shall transmit to the Depositary and the Custodian a copy of the
notice thereof in the English language but otherwise in the form given or to be
given to holders of Shares or other Deposited Securities. The Company shall
also furnish to the Custodian and the Depositary a summary, in English, of any
applicable provisions or proposed provisions of the Articles of Association of
the Company that may be relevant or pertain to such notice of meeting or be the
subject of a vote thereat.


 


34

















 


The
Company will also transmit to the Depositary (a) an English language version of
the other notices, reports and communications which are made generally
available by the Company to holders of its Shares or other Deposited Securities
and (b) the English-language versions of the Company’s annual reports prepared
in accordance with the applicable requirements of the Commission to the extent
such material is not available on the Company’s website or is not otherwise
publicly available.  The Depositary
shall arrange, at the request of the Company and at the Company’s expense, to
provide copies thereof to all Holders or make such notices, reports and other
communications available to all Holders on a basis similar to that for holders
of Shares or other Deposited Securities or on such other basis as the Company
may advise the Depositary or as may be required by any applicable law,
regulation or stock exchange requirement. 
The
Company has delivered to the Depositary and the Custodian a copy of the Company’s
Articles of Association along with the provisions of or governing the Shares
and any other Deposited Securities issued by the Company in connection with
such Shares, and promptly upon any amendment thereto or change therein, the
Company shall deliver to the Depositary and the Custodian  written notice of such amendment or change
and, to the extent such amendment or change is not available on the Company’s
website or is not otherwise publicly available, shall deliver to the Depositary
and the Custodian a copy of such amendment thereto or change therein.  The Depositary may rely upon such copy for
all purposes of the Deposit Agreement.


 


The
Depositary will, at the expense of the Company, make available a copy of any
such notices, reports or communications issued by the Company and delivered to
the Depositary for inspection by the Holders of the ADSs at the Depositary’s
Principal Office, at the office of the Custodian and at any other designated
transfer office.


 


Section 5.7            Issuance
of Additional Shares, ADSs etc.  The Company
agrees that in the event it or any of its Affiliates proposes (i) an issuance,
sale or distribution of additional Shares, (ii) an offering of rights to
subscribe for Shares or other Deposited Securities, (iii) an issuance or
assumption of securities convertible into or exchangeable for Shares, (iv) an
issuance of rights to subscribe for securities convertible into or exchangeable
for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of
Deposited Securities, (vii) a meeting of holders of Deposited Securities, or
solicitation of consents or proxies, relating to any reclassification of
securities, merger or consolidation or transfer of assets, (viii) any
assumption, reclassification, recapitalization, reorganization, merger,
consolidation or sale of assets which affects the Deposited Securities, or (ix)
a distribution of securities other than Shares, it will obtain U.S. legal
advice and take all steps necessary to ensure that the proposed transaction
does not violate the registration provisions of the Securities Act, or any
other applicable laws (including, without limitation, the Investment Company
Act of 1940, as amended, the Exchange Act and the securities laws of the states
of the U.S.).  In support of the
foregoing, the Company will furnish to the Depositary (a) a written opinion of
U.S. counsel (reasonably satisfactory to the Depositary) stating whether such
transaction (1) requires a registration statement under the Securities Act to
be in effect or (2) is exempt from the registration requirements of the
Securities Act and (b) an opinion of the Cayman Islands counsel (reasonably
satisfactory to the Depositary) stating that (1) making the transaction
available to Holders and Beneficial Owners does not violate the laws or
regulations of the Cayman Islands and (2) all requisite regulatory consents and
approvals have been obtained in the Cayman Islands.  If the filing of a registration statement is
required, the Depositary shall not have any obligation to proceed with the
transaction unless it shall have 


 


35

















 


received
evidence reasonably satisfactory to it that such registration statement has
been declared effective.  If, being
advised by counsel, the Company determines that a transaction is required to be
registered under the Securities Act, the Company will either (i) register such
transaction to the extent necessary, (ii) alter the terms of the transaction to
avoid the registration requirements of the Securities Act or (iii) direct the
Depositary to take specific measures, in each case as contemplated in the
Deposit Agreement, to prevent such transaction from violating the registration
requirements of the Securities Act.  The
Company agrees with the Depositary that neither the Company nor any of its
Affiliates will at any time (i) deposit any Shares or other Deposited
Securities, either upon original issuance or upon a sale of Shares or other
Deposited Securities previously issued and reacquired by the Company or by any
such Affiliate, or (ii) issue additional Shares, rights to subscribe for such
Shares, securities convertible into or exchangeable for Shares or rights to
subscribe for such securities or distribute securities other than Shares,
unless such transaction and the securities issuable in such transaction do not
violate the registration provisions of the Securities Act, or any other
applicable laws (including, without limitation, the Investment Company Act of
1940, as amended, the Exchange Act and the securities laws of the states of the
U.S.).


 


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


 


Section 5.8            Indemnification.  The
Depositary agrees to indemnify the Company and its directors, officers,
employees, agents and Affiliates against, and hold each of them harmless from,
any direct loss, liability, tax, charge or expense of any kind whatsoever
(including, but not limited to, the reasonable fees and expenses of counsel)
which may arise out of acts performed or omitted by the Depositary and the
Custodian (for so long as the Custodian is a branch of Citibank, N.A.) under
the terms hereof due to the negligence or bad faith of the Depositary or the
Custodian, as applicable.


 


The
Company agrees to indemnify the Depositary, the Custodian and any of their
respective directors, officers, employees, agents and Affiliates against, and
hold each of them harmless from, any direct loss, liability, tax, charge or
expense of any kind whatsoever (including, but not limited to, the reasonable
fees and expenses of counsel) that may arise (a) out of or in connection with
any offer, issuance, sale, resale, transfer, deposit or withdrawal of ADRs,
ADSs, the Shares, or other Deposited Securities, as the case may be, (b) out of
or as a result of any offering documents in respect thereof or (c) out of acts
performed or omitted, including, but not limited to, any delivery by the
Depositary on behalf of the Company of information regarding the Company in
connection with the Deposit Agreement, the ADRs, the ADSs, the Shares, or any
Deposited Securities, in any such case (i) by the Depositary, the Custodian or
any of their respective directors, officers, employees, agents and Affiliates,
except to the extent such loss, liability, tax, charge or expense is due to the
negligence or bad faith of any of them, or (ii) by the Company or any of its
directors, officers, employees, agents and Affiliates.  The Company shall not indemnify the
Depositary or the Custodian against any liability or expense arising out of (1)
a Pre-Release Transaction or (2) information relating to the Depositary or any
Custodian, as the case may be, furnished in writing by the Depositary to the
Company expressly for use in any registration statement, proxy statement,
prospectus or 


 


36

















 


preliminary
prospectus or any other offering documents relating to the ADRs, the ADSs or
any Deposited Securities represented by the ADSs.


 


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


 


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


 


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


 


Depositary
Fees payable upon (i) deposit of Shares against issuance of ADSs and (ii) surrender
of ADSs for cancellation and withdrawal of Deposited Securities will be charged
by the Depositary to the person to whom the ADSs so issued are delivered (in
the case of ADS issuances) and to the person who delivers the ADSs for
cancellation to the Depositary (in the case of ADS cancellations).  In the case of ADSs issued by the Depositary
into DTC or presented to the Depositary via DTC, the ADS issuance and
cancellation fees will be payable to the Depositary by the DTC Participant(s) receiving
the ADSs from the Depositary or the DTC Participant(s) surrendering the ADSs to
the Depositary for cancellation, as the case may be, on behalf of the
Beneficial Owner(s) and will be charged by the DTC Participant(s) to the
account(s) of the applicable Beneficial Owner(s) in accordance with the
procedures and practices of the DTC participant(s) as in effect at the
time.  Depositary fees in respect of
distributions and the Depositary services fee are payable to the Depositary by
Holders as of the applicable ADS Record Date established by the
Depositary.  In the case of distributions
of cash, the amount of the applicable Depositary fees is deducted by the
Depositary from the funds being distributed. 
In the case of distributions other than cash and the Depositary service
fee, the Depositary will invoice the applicable Holders as of the ADS Record
Date established by the Depositary.  For
ADSs held through DTC, the Depositary fees for distributions other than cash
and the Depositary service fee are charged by the Depositary to the DTC
Participants in accordance with the 


 


37

















 


procedures
and practices prescribed by DTC from time to time and the DTC Participants in
turn charge the amount of such fees to the Beneficial Owners for whom they hold
ADSs.


 


The
Depositary may reimburse the Company for certain expenses incurred by the
Company in respect of the ADS program established pursuant to the Deposit Agreement,
by making available a portion of the Depositary fees charged in respect of the
ADS program or otherwise, upon such terms and conditions as the Company and the
Depositary agree from time to time.  The
Company shall pay to the Depositary such fees and charges and reimburse the
Depositary for such out-of-pocket expenses as the Depositary and the Company
may agree from time to time. 
Responsibility for payment of such charges and reimbursements may from
time to time be changed by agreement between the Company and the
Depositary.  Unless otherwise agreed, the
Depositary shall present its statement for such expenses and fees or charges to
the Company once every three months.  The
charges and expenses of the Custodian are for the sole account of the Depositary.


 


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


 


Section 5.10         Pre-Release
Transactions.  Subject to the further terms and provisions
of this Section 5.10, the Depositary, its Affiliates and their agents, on their
own behalf, may own and deal in any class of securities of the Company and its
Affiliates and in ADSs.  In its capacity
as Depositary, the Depositary shall not lend Shares or ADSs; provided, however,
that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant
to Section 2.3 and (ii) deliver Shares prior to the receipt of ADSs for
withdrawal of Deposited Securities pursuant to Section 2.7, including ADSs
which were issued under (i) above but for which Shares may not have been
received (each such transaction a “Pre-Release Transaction”).  The Depositary may receive ADSs in lieu of
Shares under (i) above and receive Shares in lieu of ADSs under (ii) above.  Each such Pre-Release Transaction will be (a)
subject to a written agreement whereby the person or entity (the “Applicant”)
to whom ADSs or Shares are to be delivered (w) represents that at the time of
the Pre-Release Transaction the Applicant or its customer owns the Shares or
ADSs that are to be delivered by the Applicant under such Pre-Release
Transaction, (x) agrees to indicate the Depositary as owner of such Shares or
ADSs in its records and to hold such Shares or ADSs in trust for the Depositary
until such Shares or ADSs are delivered to the Depositary or the Custodian, (y)
unconditionally guarantees to deliver to the Depositary or the Custodian, as
applicable, such Shares or ADSs, and (z) agrees to any additional restrictions
or requirements that the Depositary deems appropriate, (b) at all times fully
collateralized with cash, U.S. government securities 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 Depositary will normally limit the number
of ADSs and Shares involved in such Pre-Release Transactions at any one time to
thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs
outstanding under (i) above), provided, however, that the Depositary reserves
the right to change or disregard such limit from time to time as it deems
appropriate.


 


38

















 


The
Depositary may also set limits with respect to the number of ADSs and Shares
involved in Pre-Release Transactions with any one person on a case-by-case
basis as it deems appropriate.  The
Depositary may retain for its own account any compensation received by it in
conjunction with the foregoing. 
Collateral provided pursuant to (b) above, but not the earnings thereon,
shall be held for the benefit of the Holders (other than the Applicant).


 


Section 5.11         Restricted
Securities Owners.  The Company agrees to advise in
writing each of the persons or entities who, to the knowledge of the Company,
holds Restricted Securities that such Restricted Securities are ineligible for
deposit hereunder (except under the circumstances contemplated in Section 2.14)
and, to the extent practicable, shall require each of such persons to represent
in writing that such person will not deposit Restricted Securities hereunder
(except under the circumstances contemplated in Section 2.14).


 


ARTICLE VI


 


AMENDMENT
AND TERMINATION


 


Section 6.1            Amendment/Supplement.  Subject
to the terms and conditions of this Section 6.1 and applicable law, the ADRs
outstanding at any time, the provisions of the Deposit Agreement and the form
of ADR attached hereto and to be issued under the terms hereof may at any time
and from time to time be amended or supplemented by written agreement between
the Company and the Depositary in any respect which they may deem necessary or
desirable without the prior written consent of the Holders or Beneficial
Owners.  Any amendment or supplement
which shall impose or increase any fees or charges (other than charges in
connection with foreign exchange control regulations, and taxes and other
governmental charges, delivery and other such expenses), or which shall
otherwise materially prejudice any substantial existing right of Holders or
Beneficial Owners, shall not, however, become effective as to outstanding ADSs
until the expiration of thirty (30) days after notice of such amendment or
supplement shall have been given to the Holders of outstanding ADSs.  Notice of any amendment to the Deposit
Agreement or any ADR shall not need to describe in detail the specific
amendments effectuated thereby, and failure to describe the specific amendments
in any such notice shall not render such notice invalid, provided, however,
that, in each such case, the notice given to the Holders identifies a means for
Holders and Beneficial Owners to retrieve or receive the text of such amendment
(i.e., upon retrieval from the
Commission’s, the Depositary’s or the Company’s website or upon request from
the Depositary).  The parties hereto
agree that any amendments or supplements which (i) are reasonably necessary (as
agreed by the Company and the Depositary) in order for (a) the ADSs to be
registered on Form F-6 under the Securities Act or (b) the ADSs to be settled
solely in electronic book-entry form and (ii) do not in either such case impose
or increase any fees or charges to be borne by Holders, shall be deemed not to
materially prejudice any substantial rights of Holders or Beneficial
Owners.  Every Holder and Beneficial
Owner at the time any amendment or supplement so becomes effective shall be
deemed, by continuing to hold such ADSs, to consent and agree to such amendment
or supplement and to be bound by the Deposit Agreement and the ADR, if
applicable, as amended or supplemented thereby. 
In no event shall any amendment or supplement impair the right of the
Holder to surrender such ADS and receive therefor the Deposited Securities represented
thereby, except in order to comply with mandatory provisions of applicable
law.  Notwithstanding the foregoing, if
any governmental


 


39






 










 


body
should adopt new laws, rules or regulations which would require an amendment
of, or supplement to, the Deposit Agreement to ensure compliance therewith, the
Company and the Depositary may amend or supplement the Deposit Agreement and
any ADRs at any time in accordance with such changed laws, rules or
regulations.  Such amendment or
supplement to the Deposit Agreement and any ADRs in such circumstances may
become effective before a notice of such amendment or supplement is given to
Holders or within any other period of time as required for compliance with such
laws, rules or regulations.


 


Section 6.2            Termination.  The
Depositary shall, at any time at the written direction of the Company,
terminate the Deposit Agreement by distributing notice of such termination to
the Holders of all ADSs then outstanding at least thirty (30) days prior to the
date fixed in such notice for such termination. 
If ninety (90) days shall have expired after (i) the Depositary shall
have delivered to the Company a written notice of its election to resign, or (ii)
the Company shall have delivered to the Depositary a written notice of the
removal of the Depositary, and, in either case, a successor depositary shall
not have been appointed and accepted its appointment as provided in Section 5.4
of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by
distributing notice of such termination to the Holders of all ADSs then
outstanding at least thirty (30) days prior to the date fixed in such notice
for such termination.  The date so fixed
for termination of the Deposit Agreement in any termination notice so
distributed by the Depositary to the Holders of ADSs is referred to as the “Termination
Date”.  Until the Termination Date,
the Depositary shall continue to perform all of its obligations under the
Deposit Agreement, and the Holders and Beneficial Owners will be entitled to
all of their rights under the Deposit Agreement.


 


If
any ADSs shall remain outstanding after the Termination Date, the Registrar and
the Depositary shall not, after the Termination Date, have any obligation to
perform any further acts under the Deposit Agreement, except that the
Depositary shall, subject, in each case, to the terms and conditions of the
Deposit Agreement, continue to (i) collect dividends and other distributions
pertaining to Deposited Securities, (ii) sell securities and other property
received in respect of Deposited Securities, (iii) deliver Deposited
Securities, together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any securities or other
property, in exchange for ADSs surrendered to the Depositary (after deducting,
or charging, as the case may be, in each case, the fees and charges of, and
expenses incurred by, the Depositary, and all applicable taxes or governmental
charges for the account of the Holders and Beneficial Owners, in each case upon
the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take
such actions as may be required under applicable law in connection with its
role as Depositary under the Deposit Agreement.


 


At
any time after the Termination Date, the Depositary may sell the Deposited
Securities then held under the Deposit Agreement and shall after such sale hold
un-invested the net proceeds of such sale, together with any other cash then
held by it under the Deposit Agreement, in an un-segregated account and without
liability for interest, for the pro - rata benefit of the Holders whose ADSs
have not theretofore been surrendered. 
After making such sale, the Depositary shall be discharged from all
obligations under the Deposit Agreement except (i) to account for such net
proceeds and other cash (after deducting, or charging, as the case may be, in
each case, the fees and charges of, and expenses incurred by, the Depositary,
and all applicable 


 


40

















 


taxes
or governmental charges for the account of the Holders and Beneficial Owners,
in each case upon the terms set forth in Section 5.9 of the Deposit Agreement),
and (ii) as may be required at law in connection with the termination of the
Deposit Agreement.  After the Termination
Date, the Company shall be discharged from all obligations under the Deposit
Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9
and 7.6 of the Deposit Agreement.  The
obligations under the terms of the Deposit Agreement of Holders and Beneficial
Owners of ADSs outstanding as of the Termination Date shall survive the
Termination Date and shall be discharged only when the applicable ADSs are
presented by their Holders to the Depositary for cancellation under the terms
of the Deposit Agreement.


 


ARTICLE VII


 


MISCELLANEOUS


 


Section 7.1            Counterparts.  The
Deposit Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of such counterparts together shall
constitute one and the same agreement. 
Copies of the Deposit Agreement shall be maintained with the Depositary
and shall be open to inspection by any Holder during business hours.


 


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


 


Section 7.3            Severability.  In
case any one or more of the provisions contained in the Deposit Agreement or in
the ADRs should be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein or therein shall in no way be affected, prejudiced or disturbed thereby.


 


Section 7.4            Holders
and Beneficial Owners as Parties; Binding Effect.  The
Holders and Beneficial Owners from time to time of ADSs issued hereunder shall
be parties to the Deposit Agreement and shall be bound by all of the terms and
conditions hereof and of any ADR evidencing their ADSs by acceptance thereof or
any beneficial interest therein.


 


41

















 


Section 7.5            Notices.  Any
and all notices to be given to the Company shall be deemed to have been duly
given if personally delivered or sent by mail, air courier or cable, telex or
facsimile transmission, confirmed by letter personally delivered or sent by
mail or air courier, addressed to ChinaCache International Holdings Ltd., 6/F,
Block A, Galaxy Plaza, No.10 Jiuxianqiao Road Middle, Chaoyang District,
Beijing 100015, the People’s Republic of China, Attention: Robert Yong
Sha, Chief Financial Officer (facsimile number: (86-10) 6437 4251), or to any
other address which the Company may specify in writing to the Depositary.


 


Any
and all notices to be given to the Depositary shall be deemed to have been duly
given if personally delivered or sent by mail, air courier or cable, telex or
facsimile transmission, confirmed by letter personally delivered or sent by
mail or air courier, addressed to Citibank, N.A., 388 Greenwich Street, New
York, New York 10013, U.S.A., Attention: 
Depositary Receipts Department (facsimile number: 212-816-6865), or to
any other address which the Depositary may specify in writing to the Company.


 


Any
and all notices to be given to any Holder shall be deemed to have been duly
given if (a) personally
delivered or sent by mail or cable,
telex or facsimile transmission, confirmed by letter, addressed to such
Holder at the address of such Holder as it appears on the books of the
Depositary or, if such Holder shall have filed with the Depositary a request
that notices intended for such Holder be mailed to some other address, at the
address specified in such request, or (b)
if a Holder shall have designated such means of notification as an acceptable
means of notification under the terms of the Deposit Agreement, by means of
electronic messaging addressed for delivery to the e-mail address designated by
the Holder for such purpose.  Notice to
Holders shall be deemed to be notice to Beneficial Owners for all purposes of
the Deposit Agreement.  Failure to notify
a Holder or any defect in the notification to a Holder shall not affect the
sufficiency of notification to other Holders or to the Beneficial Owners of
ADSs held by such other Holders.


 


Delivery
of a notice sent by mail, air courier or cable, telex or facsimile transmission
shall be deemed to be effective at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a cable, telex or
facsimile transmission) is deposited, postage prepaid, in a post-office letter
box or delivered to an air courier service, without regard for the actual
receipt or time of actual receipt thereof by a Holder.  The Depositary or the Company may, however,
act upon any cable, telex or facsimile transmission received by it from any
Holder, the Custodian, the Depositary, or the Company, notwithstanding that
such cable, telex or facsimile transmission shall not be subsequently confirmed
by letter.


 


Delivery
of a notice by means of electronic messaging shall be deemed to be effective at
the time of the initiation of the transmission by the sender (as shown on the
sender’s records), notwithstanding that the intended recipient retrieves the
message at a later date, fails to retrieve such message, or fails to receive
such notice on account of its failure to maintain the designated e-mail address,
its failure to designate a substitute e-mail address or for any other reason.


 


Section 7.6            Governing
Law and Jurisdiction.  The Deposit Agreement and the
ADRs shall be interpreted in accordance with, and all rights hereunder and
thereunder and provisions hereof and thereof shall be governed by, the laws of
the State of New York applicable 


 


42

















 


to
contracts made and to be wholly performed in that State.  Notwithstanding anything contained in the
Deposit Agreement, any ADR or any present or future provisions of the laws of
the State of New York, the rights of holders of Shares and of any other
Deposited Securities and the obligations and duties of the Company in respect
of the holders of Shares and other Deposited Securities, as such, shall be
governed by the laws of the Cayman Islands (or, if applicable, such other laws
as may govern the Deposited Securities).


 


Except
as set forth in the following paragraph of this Section 7.6, the Company and
the Depositary agree that the federal or state courts in the City of New York
shall have jurisdiction to hear and determine any suit, action or proceeding
and to settle any dispute between them that may arise out of or in connection
with the Deposit Agreement and, for such purposes, each irrevocably submits to
the non-exclusive jurisdiction of such courts. 
The Company hereby irrevocably designates, appoints and empowers Law
Debenture Corporate Services Inc. (the “Agent”) now at 400 Madison
Avenue, 4th Floor, New York, New York 10017 as its
authorized agent to receive and accept for and on its behalf, and on behalf of
its properties, assets and revenues, service by mail of any and all legal
process, summons, notices and documents that may be served in any suit, action or
proceeding brought against the Company in any federal or state court as
described in the preceding sentence or in the next paragraph of this Section 7.6.  If for any reason the Agent shall cease to be
available to act as such, the Company agrees to designate a new agent in New
York on the terms and for the purposes of this Section 7.6 reasonably
satisfactory to the Depositary. The Company further hereby irrevocably consents
and agrees to the service of any and all legal process, summons, notices and
documents in any suit, action or proceeding against the Company, by service by
mail of a copy thereof upon the Agent (whether or not the appointment of such
Agent shall for any reason prove to be ineffective or such Agent shall fail to
accept or acknowledge such service), with a copy mailed to the Company by
registered or certified air mail, postage prepaid, to its address provided in Section
7.5.  The Company agrees that the failure
of the Agent to give any notice of such service to it shall not impair or affect
in any way the validity of such service or any judgment rendered in any action
or proceeding based thereon.


 


Notwithstanding
the foregoing, the Depositary and the Company unconditionally agree that in the
event that a Holder or Beneficial Owner brings a suit, action or proceeding
against (a) the Company, (b) the Depositary in its capacity as Depositary under
the Deposit Agreement or (c) against both the Company and the Depositary, in
any such case, in any state or federal court of the United States, and the
Depositary or the Company have any claim, for indemnification or otherwise,
against each other arising out of the subject matter of such suit, action or
proceeding, then the Company and the Depositary may pursue such claim against
each other in the state or federal court in the United States in which such
suit, action, or proceeding is pending and, for such purposes, the Company and
the Depositary irrevocably submit to the non-exclusive jurisdiction of such
courts.  The Company agrees that service
of process upon the Agent in the manner set forth in the preceding paragraph
shall be effective service upon it for any suit, action or proceeding brought
against it as described in this paragraph.


 


The
Company irrevocably and unconditionally waives, to the fullest extent permitted
by law, any objection that it may now or hereafter have to the laying of venue
of any actions, suits or proceedings brought in any court as provided in this Section
7.6, and hereby further 


 


43

















 


irrevocably
and unconditionally waives and agrees not to plead or claim in any such court
that any such action, suit or proceeding brought in any such court has been
brought in an inconvenient forum.


 


The
Company irrevocably and unconditionally waives, to the fullest extent permitted
by law, and agrees not to plead or claim, any right of immunity from legal
action, suit or proceeding, 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, from execution of
judgment, or from any other legal process or proceeding for the giving of any
relief or for the enforcement of any judgment, and consents to such relief and
enforcement against it, its assets and its revenues in any jurisdiction, in
each case with respect to any matter arising out of, or in connection with, the
Deposit Agreement, any ADR or the Deposited Securities.


 


No
disclaimer of liability under the Securities Act is intended by any provision
of the Deposit Agreement.  The provisions
of this Section 7.6 shall survive any termination of the Deposit Agreement, in
whole or in part.


 


Section 7.7            Assignment. 
Subject to the provisions of Section 5.4, the Deposit Agreement may not
be assigned by either the Company or the Depositary.


 


Section 7.8            Compliance
with U.S. Securities Laws. 
Notwithstanding anything in the Deposit Agreement to the contrary, the
withdrawal or delivery of Deposited Securities will not be suspended by the
Company or the Depositary except as would be permitted by Instruction I.A.(1) of
the General Instructions to Form F-6 Registration Statement, as amended from
time to time, under the Securities Act.


 


Section 7.9            Cayman
Islands Law References.  Any summary
of the laws and regulations of the Cayman Islands and of the terms of the
Company’s Articles of Association set forth in the Deposit Agreement have been
provided by the Company solely for the convenience of Holders, Beneficial
Owners and the Depositary.  While such
summaries are believed by the Company to be accurate as of the date of the
Deposit Agreement, (i) they are summaries and as such may not include all
aspects of the materials summarized applicable to a Holder or Beneficial Owner,
and (ii) these laws and regulations and the Company’s Articles of Association
may change after the date of the Deposit Agreement.  Neither the Depositary nor the Company has
any obligation under the terms of the Deposit Agreement to update any such
summaries.


 


Section
7.10         Titles and References.


 


(a)           Deposit Agreement.  All references in the Deposit
Agreement to exhibits, articles, sections, subsections, and other subdivisions
refer to the exhibits, articles, sections, subsections and other subdivisions
of the Deposit Agreement unless expressly provided otherwise.  The words “the Deposit Agreement”, “herein”, “hereof”,
“hereby”, “hereunder”, and words of similar import refer to the Deposit
Agreement as a whole as in effect at the relevant time between the Company, the
Depositary and the Holders and Beneficial Owners of ADSs and not to any
particular subdivision unless expressly so limited.  Pronouns in masculine, feminine 


 


44

















 


and neuter gender shall be
construed to include any other gender, and words in the singular form shall be
construed to include the plural and vice versa
unless the context otherwise requires. 
Titles to sections of the Deposit Agreement are included for convenience
only and shall be disregarded in construing the language contained in the
Deposit Agreement.  References to “applicable
laws and regulations” shall refer to laws and regulations applicable to ADRs,
ADSs or Deposited Securities as in effect at the relevant time of
determination, unless otherwise required by law or regulation.


 


(b)           ADRs.  All references in any ADR(s) to
paragraphs, exhibits, articles, sections, subsections, and other subdivisions
refer to the paragraphs, exhibits, articles, sections, subsections and other
subdivisions of the ADR(s) in question unless expressly provided
otherwise.  The words “the Receipt”, “the
ADR”, “herein”, “hereof”, “hereby”, “hereunder”, and words of similar import
used in any ADR refer to the ADR as a whole and as in effect at the relevant
time, and not to any particular subdivision unless expressly so limited.  Pronouns in masculine, feminine and neuter
gender in any ADR shall be construed to include any other gender, and words in
the singular form shall be construed to include the plural and vice versa unless the context otherwise requires.  Titles to paragraphs of any ADR are included
for convenience only and shall be disregarded in construing the language
contained in the ADR.  References to “applicable
laws and regulations” shall refer to laws and regulations applicable to ADRs,
ADSs or Deposited Securities as in effect at the relevant time of
determination, unless otherwise required by law or regulation.


 


45

















 


IN
WITNESS WHEREOF, CHINACACHE INTERNATIONAL HOLDINGS LTD. and CITIBANK, N.A. have
duly executed the Deposit Agreement as of the day and year first above set
forth and all Holders and Beneficial Owners shall become parties hereto upon
acceptance by them of ADSs issued in accordance with the terms hereof, or upon
acquisition of any beneficial interest therein.


 


	
   

  	
  CHINACACHE
  INTERNATIONAL HOLDINGS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIBANK,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


46

















 


EXHIBIT A


 


[FORM OF ADR]


 


	
  Number:                                     

  	
  CUSIP NUMBER:                        
  

  



 


	
   

  	
  American
  Depositary Shares (each American Depositary Share representing the right to
  receive 16 ordinary shares, of
  ChinaCache International Holdings Ltd.)

  



 


AMERICAN DEPOSITARY RECEIPT


 


FOR


 


AMERICAN DEPOSITARY SHARES


 


representing


 


DEPOSITED ORDINARY SHARES


 


of


 


CHINACACHE INTERNATIONAL HOLDINGS LTD.


 


(Incorporated under the laws of the Cayman Islands)


 


CITIBANK,
N.A., a national banking association organized and existing under the laws of
the United States of America, as depositary (the “Depositary”), hereby
certifies that                           is
the owner of                              American Depositary Shares (hereinafter “ADS”),
representing deposited ordinary shares, including evidence of rights to receive
such ordinary shares (the “Shares”), of ChinaCache International Holdings Ltd.,
a company incorporated under the laws of the Cayman Islands (the “Company”).  As of the date of the Deposit Agreement (as
hereinafter defined), each ADS represents the right to receive 16 Shares
deposited under the Deposit Agreement with the Custodian, which at the date of
execution of the Deposit Agreement is Citibank, N.A. — Hong Kong Branch (the “Custodian”).  The ADS(s)-to-Share(s) ratio is subject to
amendment as provided in Articles IV and VI of the Deposit Agreement.  The Depositary’s Principal Office is located
at 388 Greenwich Street, New York, New York 10013, U.S.A.


 


(1)           The
Deposit Agreement.  This American Depositary Receipt is one of an
issue of American Depositary Receipts (“ADRs”), all issued and to be issued
upon the terms and 


 


A-1

















 


conditions set forth in the Deposit Agreement, dated
as of                         , 2010 (as amended and supplemented from
time to time, the “Deposit Agreement”), by and among the Company, the
Depositary, and all Holders and Beneficial Owners from time to time of ADSs
issued thereunder.  The Deposit Agreement
sets forth the rights and obligations of Holders and Beneficial Owners of ADSs
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 Principal Office of the Depositary and with the Custodian.  Each Holder and each Beneficial Owner, upon
acceptance of any ADSs (or any interest therein) issued in accordance with the
terms and conditions of the Deposit Agreement, shall be deemed for all purposes
to (a) be a party to and bound by the terms of the Deposit Agreement and
applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with
full power to delegate, to act on its behalf and to take any and all actions
contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any
and all procedures necessary to comply with applicable law and to take such
action as the Depositary in its sole discretion may deem necessary or
appropriate to carry out the purposes of the Deposit Agreement and the
applicable ADR(s), the taking of such actions to be the conclusive determinant
of the necessity and appropriateness thereof.


 


The
statements made on the face and reverse of this ADR are summaries of certain
provisions of the Deposit Agreement and the Articles of Association  of
the Company (as in effect on the date of the signing of the Deposit Agreement)
and are qualified by and subject to the detailed provisions of the Deposit
Agreement and the Articles of
Association, to which reference is hereby made.  All capitalized terms used herein which are
not otherwise defined herein shall have the meanings ascribed thereto in the
Deposit Agreement.  The Depositary makes
no representation or warranty as to the validity or worth of the Deposited
Securities.  The Depositary has made
arrangements for the acceptance of the ADSs into DTC.  Each Beneficial Owner of ADSs held through
DTC must rely on the procedures of DTC and the DTC Participants to exercise and
be entitled to any rights attributable to such ADSs.  The Depositary may issue Uncertificated ADSs
subject, however, to the terms and conditions of Section 2.13 of the Deposit
Agreement.


 


(2)           Withdrawal
of Deposited Securities.
The Holder of this ADR (and of the ADSs evidenced hereby) shall be entitled to
Delivery (at the Custodian’s designated office) of the Deposited Securities at
the time represented by the ADSs evidenced hereby upon satisfaction of each of
the following conditions: (i) the Holder (or a duly authorized attorney of the
Holder) has duly Delivered to the Depositary at its Principal Office the ADSs
evidenced hereby (and, if applicable, this ADR) for the purpose of withdrawal
of the Deposited Securities represented thereby, (ii) if applicable and so
required by the Depositary, this ADR Delivered to the Depositary for such
purpose has been properly endorsed in blank or is accompanied by proper
instruments of transfer in blank (including signature guarantees in accordance
with standard securities industry practice), (iii) if so required by the
Depositary, the Holder of the ADSs has executed and delivered 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 the person(s) designated
in such order, and (iv) all applicable fees and charges of, and expenses
incurred by, the Depositary and all applicable taxes and governmental charges
(as are set forth in 


 


A-2

















 


Section 5.9 of, and Exhibit B to, the Deposit
Agreement) have been paid,  subject, however, in each case, to the
terms and conditions of this ADR evidencing the surrendered ADSs, of the
Deposit Agreement, of the Company’s Articles of Association, of any applicable
laws and the rules of the applicable book-entry settlement entity, and to any
provisions of or governing the Deposited Securities, in each case as in effect
at the time thereof.


 


Upon
satisfaction of each of the conditions specified above, the Depositary (i) shall
cancel the ADSs Delivered to it (and, if applicable, the ADR(s) evidencing the
ADSs so Delivered), (ii) shall direct the Registrar to record the cancellation
of the ADSs so Delivered on the books maintained for such purpose, and (iii) shall
direct the Custodian to Deliver, or cause the Delivery of, in each case, without
unreasonable delay, the Deposited Securities represented by the ADSs so
canceled together with any certificate or other document of title for the
Deposited Securities, or evidence of the electronic transfer thereof (if
available), as the case may be, to or upon the written order of the person(s) designated
in the order delivered to the Depositary for such purpose, subject however, in each case, to the
terms and conditions of the Deposit Agreement, of this ADR evidencing the ADS
so cancelled, of the Articles of
Association  of the Company,
of any applicable laws and of the rules of the applicable book-entry settlement
entity, and to the terms and conditions of or governing the Deposited
Securities, in each case as in effect at the time thereof.


 


The
Depositary shall not accept for surrender ADSs representing less than one (1) Share.  In the case of Delivery to it of ADSs
representing a number other than a whole number of Shares, the Depositary shall
cause ownership of the appropriate whole number of Shares to be Delivered in
accordance with the terms hereof, and shall, at the discretion of the
Depositary, either (i) return to the person surrendering such ADSs the number
of ADSs representing any remaining fractional Share, or (ii) sell or cause to
be sold the fractional Share represented by the ADSs so surrendered in a
riskless principal capacity in a public sale or if no public market is
available, in a private sale, and remit the proceeds of such sale (net of (a) applicable
fees and charges of, and expenses incurred by, the Depositary and (b) taxes
withheld) to the person surrendering the ADSs. 
Notwithstanding anything else contained in this ADR or the Deposit
Agreement, the Depositary may make delivery at the Principal Office of the
Depositary of (i) any cash dividends or cash distributions, or (ii) any
proceeds from the sale of any distributions of shares or rights, which are at
the time held by the Depositary in respect of the Deposited Securities
represented by the ADSs surrendered for cancellation and withdrawal.  At the request, risk and expense of any
Holder so surrendering ADSs represented by this ADR, and for the account of
such Holder, the Depositary shall direct the Custodian to forward (to the
extent permitted by law) any cash or other property (other than securities)
held by the Custodian in respect of the Deposited Securities represented by
such ADSs to the Depositary for delivery at the Principal Office of the
Depositary.  Such direction shall be
given by letter or, at the request, risk and expense of such Holder, by cable,
telex or facsimile transmission.


 


(3)           Transfer,
Combination and Split-Up of ADRs.  The Registrar shall register the transfer of
this ADR (and of the ADSs represented hereby) on the books maintained for such
purpose and the Depositary shall (x) cancel this ADR and execute new ADRs evidencing
the same aggregate number of ADSs as those evidenced by this ADR when canceled
by the Depositary, (y) cause the Registrar to countersign such new ADRs, and
(z) Deliver such new


 


A-3






 










 


ADRs to or upon the order of the person entitled
thereto, if each of the following conditions has been satisfied:  (i) this ADR has been duly Delivered by the
Holder (or by a duly authorized attorney of the Holder) to the Depositary at
its Principal Office for the purpose of effecting a transfer thereof, (ii) this
surrendered ADR has been properly endorsed or is accompanied by proper
instruments of transfer (including signature guarantees in accordance with
standard securities industry practice), (iii) this surrendered ADR has been
duly stamped (if required by the laws of the State of New York or of the United
States), and (iv) all applicable fees and charges of, and expenses incurred by,
the Depositary and all applicable taxes and governmental charges (as are set
forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have
been paid, subject, however, in each case,
to the terms and conditions of this ADR, of the Deposit Agreement and of
applicable law, in each case as in effect at the time thereof.


 


The
Registrar shall register the split-up or combination of this ADR (and of the
ADSs represented hereby) on the books maintained for such purpose and the
Depositary shall (x) cancel this ADR and execute new ADRs for the number of
ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced
by this ADR canceled by the Depositary, (y) cause the Registrar to countersign
such new ADRs, and (z) Deliver such new ADRs to or upon the order of the Holder
thereof, if each of the following conditions has been satisfied:  (i) this ADR has been duly Delivered by the
Holder (or by a duly authorized attorney of the Holder) to the Depositary at
its Principal Office for the purpose of effecting a split-up or combination
hereof, and (ii) all applicable fees and charges of, and expenses incurred by,
the Depositary and all applicable taxes and government charges (as are set
forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have
been paid, subject, however, in each case,
to the terms and conditions of this ADR, of the Deposit Agreement and of
applicable law, in each case as in effect at the time thereof.


 


(4)           Pre-Conditions
to Registration, Transfer, Etc.  As a condition precedent to the execution and
delivery, the registration of issuance, transfer, split-up, combination or
surrender, of any ADR, the delivery of any distribution thereon, or the
withdrawal of any Deposited Securities, the Depositary or the Custodian may
require (i) payment from the depositor of Shares or presenter of ADSs or of an
ADR of a sum sufficient to reimburse it for any tax or other governmental
charge and any stock transfer or registration fee with respect thereto
(including any such tax or charge and fee with respect to Shares being
deposited or withdrawn) and payment of any applicable fees and charges of the
Depositary as provided in Section 5.9 and Exhibit B to the Deposit
Agreement and in this ADR, (ii) the production of proof reasonably satisfactory
to it as to the identity and genuineness of any signature or any other matters
contemplated in Section 3.1 of the Deposit Agreement, and (iii) compliance with
(A) any laws or governmental regulations relating to the execution and delivery
of ADRs or ADSs or to the withdrawal of Deposited Securities and (B) such
reasonable regulations as the Depositary and the Company may establish
consistent with the provisions of this ADR, the Deposit Agreement and
applicable law.


 


The
issuance of ADSs against deposits of Shares generally or against deposits of
particular Shares may be suspended, or the deposit of particular Shares may be
refused, or the registration of transfer of ADSs in particular instances may be
refused, or the registration of transfer of ADSs generally may be suspended,
during any period when the transfer books of the 


 


A-4

















 


Company,
the Depositary, a Registrar or the Share Registrar are closed or if any such
action is deemed necessary or advisable by the Depositary  (whereupon the Depositary shall notify the Company) or the Company, in
good faith, at any time or from time to time because of any requirement of law
or regulation, any government or governmental body or commission or any
securities exchange on which the Shares or ADSs are listed, or under any
provision of the Deposit Agreement or this ADR, or under any provision of, or
governing, the Deposited Securities, or because of a meeting of shareholders of
the Company or for any other reason, subject, in all cases to paragraph (24)
and Section 7.8 of the Deposit Agreement. 
Notwithstanding any provision of the Deposit Agreement or this ADR to
the contrary, Holders are entitled to surrender outstanding ADSs to withdraw
the Deposited Securities associated therewith at any time subject only to (i) temporary
delays caused by closing the transfer books of the Depositary or the Company or
the deposit of Shares in connection with voting at a shareholders’ meeting or
the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii)
compliance with any U.S. or foreign laws or governmental regulations relating
to the ADSs or the withdrawal of the Deposited Securities, and (iv) other
circumstances specifically contemplated by Instruction I.A.(l) of the General
Instructions to Form F-6 (as such General Instructions may be amended from time
to time).


 


(5)           Compliance
With Information Requests.  Notwithstanding any other provision of the
Deposit Agreement or this ADR, each Holder and Beneficial Owner of the ADSs
represented hereby agrees to comply with requests from the Company pursuant to
applicable law, the rules and requirements of the Nasdaq Stock Market LLC, and
of any other stock exchange on which Shares or ADSs are, or will be,
registered, traded or listed, or the Articles of Association  of the Company,
which are made to provide information, inter
alia, as to the capacity in which such Holder or Beneficial Owner
owns ADSs (and Shares, as the case may be) and regarding the identity of any
other person(s) interested in such ADSs and the nature of such interest and
various other matters, whether or not they are Holders and/or Beneficial Owners
at the time of such request.  The
Depositary agrees to forward, upon the request of the Company and at the
Company’s expense, any such request from the Company to the Holders and to
forward to the Company any such responses to such requests received by the
Depositary.


 


(6)           Ownership
Restrictions.  Notwithstanding any provision of this ADR or
of the Deposit Agreement, the Company may restrict transfers of the Shares
where such transfer might result in ownership of Shares exceeding limits
imposed by applicable law or the Articles of Association of the Company.  The Company may also restrict, in such manner
as it deems appropriate, transfers of the ADSs where such transfer may result
in the total number of Shares represented by the ADSs owned by a single Holder
or Beneficial Owner to exceed any such limits. 
The Company may, in its sole discretion but subject to applicable law,
instruct the Depositary to take action with respect to the ownership interest
of any Holder or Beneficial Owner in excess of the limits set forth in the
preceding sentence, including but not limited to, the imposition of
restrictions on the transfer of ADSs, the removal or limitation of voting
rights or mandatory sale or disposition on behalf of a Holder or Beneficial
Owner of the Shares represented by the ADSs held by such Holder or Beneficial
Owner in excess of such limitations, if and to the extent such disposition is
permitted by applicable law and the Articles of Association of the
Company.  Nothing herein or in the
Deposit Agreement shall be interpreted as 


 


A-5

















 


obligating the Depositary or the Company to ensure
compliance with the ownership restrictions described herein or in Section 3.5
of the Deposit Agreement.


 


Applicable laws and regulations may require holders
and beneficial owners of Shares, including the Holders and Beneficial Owners of
ADSs, to satisfy reporting requirements and obtain regulatory approvals in
certain circumstances.  Holders and
Beneficial Owners of ADSs are solely responsible for determining and complying
with such reporting requirements, and for obtaining such approvals.  Each Holder and each Beneficial Owner hereby
agrees to make such determination, file such reports, and obtain such approvals
to the extent and in the form required by applicable laws and regulations as in
effect from time to time.  Neither the
Depositary, the Custodian, the Company or any of their respective agents or
affiliates shall be required to take any actions whatsoever on behalf of
Holders or Beneficial Owners to determine and satisfy such reporting
requirements or obtain such regulatory approvals under applicable laws and
regulations.


 


(7)           Liability
of Holder for Taxes and Other Charges.  Any tax or other governmental charge payable
by the Custodian or by the Depositary with respect to any ADR or any Deposited
Securities or ADSs shall be payable by the Holders and Beneficial Owners to the
Depositary.  The Company, the Custodian
and/or Depositary may withhold or deduct from any distributions made in respect
of Deposited Securities and may sell in a riskless principal capacity in a
public sale or if no public market is available, in a private sale, for the account
of a Holder and/or Beneficial Owner any or all of the Deposited Securities and
apply such distributions and sale proceeds in payment of such taxes (including
applicable interest and penalties) or charges that are payable by Holders or
Beneficial owners in respect of the ADSs, Deposited Securities and ADRs, the
Holder and the Beneficial Owner hereof remaining liable for any
deficiency.  The Custodian may refuse the
deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs,
register the transfer of ADSs, register the split-up or combination of ADRs and
(subject to paragraph (24) hereof and Section 7.8 of the Deposit Agreement) the
withdrawal of Deposited Securities until payment in full of such tax, charge,
penalty or interest is received.  Every
Holder and Beneficial Owner agrees to indemnify the Depositary, the Company,
the Custodian, and any of their respective agents, officers, directors,
employees and Affiliates for, and hold each of them harmless from, any claims
with respect to taxes (including applicable interest and penalties thereon)
arising from any tax benefit obtained for such Holder and/or Beneficial Owner.


 


(8)           Representations
and Warranties of Depositors.  Each person depositing Shares under the
Deposit Agreement shall be deemed thereby to represent and warrant that (i) such
Shares and the certificates therefor are duly authorized, validly issued, fully
paid, non-assessable and legally obtained by such person, (ii) all preemptive
(and similar) rights, if any, with respect to such Shares have been validly
waived or exercised, (iii) the person making such deposit is duly authorized so
to do, (iv) the Shares presented for deposit are free and clear of any lien,
encumbrance, security interest, charge, mortgage or adverse claim, and (v) the
Shares presented for deposit are not, and the ADSs issuable upon such deposit
will not be, Restricted Securities (except as contemplated in Section
2.14 of the Deposit Agreement), and
(vi) the Shares presented for deposit have not been stripped of any rights or
entitlements.  Such representations and
warranties shall survive the deposit and withdrawal of Shares, the issuance and
cancellation of 


 


A-6

















 


ADSs in respect thereof and the transfer of such
ADSs.  If any such representations or
warranties are false in any way, the Company and the Depositary shall be
authorized, at the cost and expense of the person depositing Shares, to take
any and all actions necessary to correct the consequences thereof.


 


(9)           Proofs,
Certificates and Other Information.  Any person presenting Shares for deposit, and
any Holder and any Beneficial Owner may be required, and every Holder and
Beneficial Owner agrees, from time to time to provide to the Depositary and the
Custodian such proof of citizenship or residence, taxpayer status, payment of
all applicable taxes or other governmental charges, exchange control approval,
legal or beneficial ownership of ADSs and Deposited Securities, compliance with
applicable laws, the terms of the Deposit Agreement or the ADR(s) evidencing
the ADSs and the provisions of, or governing, the Deposited Securities, to
execute such certifications and to make such representations and warranties,
and to provide such other information and documentation (or, in the case of
Shares in registered form presented for deposit, such information relating to
the registration on the books of the Company or of the Shares Registrar) as the
Depositary or the Custodian may deem necessary or proper or as the Company may
reasonably require by written request to the Depositary consistent with its
obligations under the Deposit Agreement and the applicable ADR(s).  The Depositary and the Registrar, as
applicable, may withhold the execution or delivery or registration of transfer
of any ADR or ADS or the distribution or sale of any dividend or distribution
of rights or of the proceeds thereof or, to the extent not limited by paragraph
(24) and Section 7.8 of the Deposit Agreement, the delivery of any Deposited
Securities until such proof or other information is filed or such
certifications are executed, or such representations are made or such other
information or documentation are provided, in each case to the Depositary’s,
the Registrar’s and the Company’s satisfaction.


 


(10)         Charges of Depositary.  The Depositary shall charge the
following fees:


 


(i)                                    Issuance Fee:  to any person depositing Shares or to whom
ADSs are issued upon the deposit of Shares, a fee not in excess of U.S. $5.00
per 100 ADSs (or fraction thereof) so issued under the terms of the Deposit
Agreement (excluding issuances as a result of distributions described in
paragraph (iv) below);


 


(ii)                                Cancellation Fee:  to any person surrendering ADSs for
cancellation and withdrawal of Deposited Securities or to any person to whom Deposited Securities are delivered, a
fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) surrendered;


 


(iii)                            Cash Distribution Fee:  to any Holder of ADS(s), a fee not in excess
of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of
cash dividends or other cash distributions (i.e., sale of rights and other entitlements);


 


(iv)                               Stock Distribution/Rights Exercise Fee:  to any Holder of ADS(s), a fee not in excess
of U.S. $5.00 per 100 ADSs (or fraction thereof) held for 


 


A-7

















 


(a) the
distribution of stock dividends or other free stock distributions or (b)  the exercise of rights to purchase additional
ADSs;


 


(v)                                   Other Distribution Fee:  to any Holder of ADS(s), a fee not in excess
of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of
securities other than ADSs or rights to purchase additional ADSs; and


 


(vi)                               Depositary Services Fee:  to any Holder of ADS(s), a fee not in excess
of U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record
date(s) established by the Depositary.


 


Holders,
Beneficial Owners, persons depositing Shares and persons surrendering ADSs for
cancellation and for the purpose of withdrawing Deposited Securities shall be
responsible for the following charges:


 


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


 


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


 


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


 


(d)                                 the expenses
and charges incurred by the Depositary in the conversion of foreign currency;


 


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


 


(f)                                    the fees and
expenses incurred by the Depositary, the Custodian, or any nominee in
connection with the delivery or servicing of Deposited Securities.


 


All
fees and charges may, at any time and from time to time, be changed by agreement
between the Depositary and Company but, in the case of fees and charges payable
by Holders or Beneficial Owners, only in the manner contemplated by paragraph
(22) of this ADR and as contemplated in the Deposit Agreement.  The Depositary will provide, without charge,
a copy of its latest fee schedule to anyone upon request.


 


A-8

















 


Depositary
Fees payable upon (i) deposit of Shares against issuance of ADSs and (ii) surrender
of ADSs for cancellation and withdrawal of Deposited Securities will be charged
by the Depositary to the person to whom the ADSs so issued are delivered (in
the case of ADS issuances) and to the person who delivers the ADSs for
cancellation to the Depositary (in the case of ADS cancellations).  In the case of ADSs issued by the Depositary
into DTC or presented to the Depositary via DTC, the ADS issuance and
cancellation fees will be payable to the Depositary by the DTC Participant(s) receiving
the ADSs from the Depositary or the DTC Participant(s) surrendering the ADSs to
the Depositary for cancellation, as the case may be, on behalf of the
Beneficial Owner(s) and will be charged by the DTC Participant(s) to the
account(s) of the applicable Beneficial Owner(s) in accordance with the procedures
and practices of the DTC participant(s) as in effect at the time.  Depositary fees in respect of distributions
and the Depositary services fee are payable to the Depositary by Holders as of
the applicable ADS Record Date established by the Depositary.  In the case of distributions of cash, the
amount of the applicable Depositary fees is deducted by the Depositary from the
funds being distributed.  In the case of
distributions other than cash and the Depositary service fee, the Depositary
will invoice the applicable Holders as of the ADS Record Date established by
the Depositary.  For ADSs held through
DTC, the Depositary fees for distributions other than cash and the Depositary
service fee are charged by the Depositary to the DTC Participants in accordance
with the procedures and practices prescribed by DTC from time to time and the
DTC Participants in turn charge the amount of such fees to the Beneficial
Owners for whom they hold ADSs.


 


The
Depositary may reimburse the Company for certain expenses incurred by the
Company in respect of the ADS program established pursuant to the Deposit
Agreement, by making available a portion of the Depositary fees charged in
respect of the ADS program or otherwise, upon such terms and conditions as the
Company and the Depositary may agree from time
to time.  The Company shall pay to the
Depositary such fees and charges and reimburse the Depositary for such
out-of-pocket expenses as the Depositary and the Company may agree from time to
time.  Responsibility for payment of such
charges and reimbursements may from time to time be changed by agreement
between the Company and the Depositary. 
Unless otherwise agreed, the Depositary shall present its statement for
such expenses and fees or charges to the Company once every three months.  The charges and expenses of the Custodian are
for the sole account of the Depositary.


 


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


 


(11)         Title to ADRs.  It is a condition of this ADR,
and every successive Holder of this ADR by accepting or holding the same
consents and agrees, that title to this ADR (and to each ADS evidenced hereby)
shall be transferable upon the same terms as a certificated security under the
laws of the State of New York, provided that, in the case of Certificated
ADSs, such ADR has been properly
endorsed or is accompanied by proper instruments of transfer.  Notwithstanding any notice to the contrary,
the Depositary and the Company may deem and treat the Holder of this ADR (that
is, the person in whose name this ADR is registered on the books of 


 


A-9

















 


the Depositary) as the absolute owner thereof for
all purposes.  Neither the Depositary nor
the Company shall have any obligation nor be subject to any liability under the
Deposit Agreement or this ADR to any holder of this ADR or any Beneficial Owner
unless, in the case of a holder of ADSs, such holder is the Holder of this ADR
registered on the books of the Depositary or, in the case of a Beneficial
Owner, such Beneficial Owner or the Beneficial Owner’s representative is the
Holder registered on the books of the Depositary.


 


(12)         Validity of ADR.  The Holder(s) of this ADR (and
the ADSs represented hereby) shall not be entitled to any benefits under the
Deposit Agreement or be valid or enforceable for any purpose against the
Depositary or the Company unless this ADR has been (i) dated, (ii) signed by
the manual or facsimile signature of a duly-authorized signatory of the
Depositary, (iii) countersigned by the manual or facsimile signature of a
duly-authorized signatory of the Registrar, and (iv) registered in the books
maintained by the Registrar for the registration of issuances and transfers of
ADRs.  An ADR bearing the facsimile
signature of a duly-authorized signatory of the Depositary or the Registrar,
who at the time of signature was a duly authorized signatory of the Depositary
or the Registrar, as the case may be, shall bind the Depositary,
notwithstanding the fact that such signatory has ceased to be so authorized
prior to the delivery of such ADR by the Depositary.


 


(13)         Available
Information; Reports; Inspection of Transfer Books.


 


The Company is subject to the periodic reporting
requirements of the Exchange Act and, accordingly, is required to file or
submit certain reports with the Commission. 
These reports can be retrieved from the Commission’s website
(www.sec.gov) and can be inspected and copied at the public reference
facilities maintained by the Commission located (as of the date of the Deposit
Agreement) at 100 F Street, N.E., Washington D.C.  20549.  The Depositary shall make available for
inspection by Holders at its Principal Office any reports and communications,
including any proxy soliciting materials, received from the Company which are
both (a) received by the Depositary, the Custodian, or the nominee of either of
them as the holder of the Deposited Securities and (b) made generally available
to the holders of such Deposited Securities by the Company.  The Depositary shall also provide or make
available to Holders copies of such reports when furnished by the Company
pursuant to Section 5.6 of the Deposit Agreement.


 


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


 


The
Registrar may close the transfer books with respect to the ADSs, at any time or
from time to time, when deemed necessary or advisable by it in good faith in
connection with the performance of its duties hereunder, or at the reasonable
written request of the Company subject, in all cases, to paragraph (24).


 


Dated:


 


A-10

















 


	
  CITIBANK,
  N.A.

  Transfer
  Agent and Registrar

  	
  CITIBANK,
  N.A.

  as
  Depositary

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  	
   

  	
  Authorized
  Signatory

  



 


The
address of the Principal Office of the Depositary is 388 Greenwich Street, New
York, New York 10013, U.S.A.


 


A-11

















 


[FORM OF REVERSE OF ADR]


 


SUMMARY OF CERTAIN ADDITIONAL PROVISIONS


 


OF THE DEPOSIT AGREEMENT


 


(14)         Dividends and Distributions in Cash, Shares, etc.  Upon the timely receipt by the
Depositary of a notice from the Company that it intends to make a distribution
of a cash dividend or other cash distribution, the Depositary shall establish
an ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement.  Upon receipt of confirmation
from the Custodian of receipt of any cash dividend or other cash distribution
on any Deposited Securities, or upon receipt of proceeds from the sale of any
Deposited Securities or of any entitlements held in respect of Deposited Securities
under the terms of the Deposit Agreement, the Depositary will (i) if at the
time of receipt thereof any amounts received in a Foreign Currency can in the
judgment of the Depositary (upon the terms of Section 4.8 of the Deposit
Agreement), be converted on a practicable basis into Dollars transferable to
the United States, promptly convert or cause to be converted such cash
dividend, distribution or proceeds into Dollars (upon the terms of Section 4.8
of the Deposit Agreement), (ii) if applicable and unless previously
established, establish the ADS Record Date upon the terms described in Section 4.9
of the Deposit Agreement, and (iii) distribute promptly the amount thus
received (net of (a) the fees and charges of the Depositary set forth in paragraph 10,
and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders
entitled thereto as of the ADS Record Date in proportion to the number of ADSs
held as of the ADS Record Date.  The
Depositary shall distribute only such amount, however, as can be distributed
without attributing to any Holder a fraction of one cent, and any balance not
so distributed shall be held by the Depositary (without liability for interest
thereon) and shall be added to and become part of the next sum received by the
Depositary for distribution to Holders of ADSs outstanding at the time of the
next distribution.  If the Company, the
Custodian or the Depositary is required to withhold and does withhold from any
cash dividend or other cash distribution in respect of any Deposited Securities
an amount on account of taxes, duties or other governmental charges, the amount
distributed to Holders on the ADSs representing such Deposited Securities shall
be reduced accordingly.  Such withheld
amounts shall be forwarded by the Company, the Custodian or the Depositary to
the relevant governmental authority. 
Evidence of payment thereof by the Company shall be forwarded by the
Company to the Depositary upon request.


 


Upon
the timely receipt by the Depositary of a notice from the Company that it
intends to make a distribution that consists of a dividend in, or free
distribution of Shares, the Depositary shall establish an ADS Record Date upon
the terms described in Section 4.9 of the Deposit Agreement.  Upon receipt of confirmation from the
Custodian of the receipt of the Shares so distributed by the Company, the
Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement,
distribute to the Holders as of the ADS Record Date in proportion to the number
of ADSs held as of the ADS Record Date, additional ADSs, which represent in the
aggregate the number of Shares received as such dividend, or free distribution,
subject to the other terms of the Deposit Agreement (including, without
limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii)
if additional ADSs are not so


 


A-12

















 


distributed,
take all actions necessary so that each ADS issued and outstanding after the ADS
Record Date shall, to the extent permissible by law, thenceforth also represent
rights and interest in the additional integral number of Shares distributed
upon the Deposited Securities represented thereby (net of (a) the fees and
charges of the Depositary set forth in paragraph 10, and
applicable expenses incurred by, the
Depositary, and (b) taxes).  In lieu of
delivering fractional ADSs, the Depositary shall sell the number of Shares or
ADSs, as the case may be, represented by the aggregate of such fractions, in a
riskless principal capacity in a public sale or if no public market is
available, in a private sale, and distribute the net proceeds upon the terms
set forth in Section 4.1 of the Deposit Agreement.


 


In
the event that the Depositary determines that any distribution in property
(including Shares) is subject to any tax or other governmental charges which
the Depositary is obligated to withhold, or, if the Company in the fulfillment
of its obligations under Section 5.7 of the Deposit Agreement, has furnished an
opinion of U.S. counsel determining that Shares must be registered under the
Securities Act or other laws in order to be distributed to Holders (and no such
registration statement has been declared effective), the Depositary may dispose
of all or a portion of such property (including Shares and rights to subscribe
therefor) in such amounts and in such manner, including by public or private
sale, as the Depositary deems necessary and practicable, and the Depositary
shall distribute the net proceeds of any such sale (after deduction of (a) taxes
and (b) the fees and charges of the Depositary set forth in paragraph 10, and the expenses incurred by, the Depositary) to Holders entitled
thereto upon the terms of Section 4.1 of the Deposit Agreement.  The Depositary shall hold and/or distribute
any unsold balance of such property in accordance with the provisions of the
Deposit Agreement.


 


Upon
the timely receipt of a notice indicating that the Company wishes an elective
distribution in cash or Shares to be made available to Holders of ADSs upon the
terms described in the Deposit Agreement, the Company and the Depositary shall
determine whether such distribution is lawful and reasonably practicable.  If so, the Depositary shall, subject to the
terms and conditions of the Deposit Agreement, establish an ADS Record Date
according to paragraph (16) and establish procedures to enable the Holder
hereof to elect to receive the proposed distribution in cash or in additional
ADSs.  If a Holder elects to receive the
distribution in cash, the distribution shall be made as in the case of a
distribution in cash.  If the Holder
hereof elects to receive the distribution in additional ADSs, the distribution
shall be made as in the case of a distribution in Shares upon the terms
described in the Deposit Agreement.  If
such elective distribution is not reasonably practicable or if the Depositary
did not receive satisfactory documentation set forth in the Deposit Agreement,
the Depositary shall establish an ADS Record Date upon the terms of Section 4.9
of the Deposit Agreement and, to the extent permitted by law, distribute to
Holders, on the basis of the same determination as is made in the Cayman Islands in respect of the
Shares for which no election is made, either (x) cash or (y) additional ADSs
representing such additional Shares, in each case, upon the terms described in
the Deposit Agreement.  Nothing herein or
in the Deposit Agreement shall obligate the Depositary to make available to the
Holder hereof a method to receive the elective distribution in Shares (rather
than ADSs).  There can be no assurance
that the Holder hereof will be given the opportunity to receive elective
distributions on the same terms and conditions as the holders of Shares.


 


A-13






 










 


Upon
the timely receipt by the Depositary of a notice indicating that the Company
wishes rights to subscribe for additional Shares to be made available to
Holders of ADSs, the Depositary upon consultation with the Company, shall
determine, whether it is lawful and reasonably practicable to make such rights
available to the Holders.  The Depositary
shall make such rights available to any Holders only if (i) the Company
shall have requested in a timely manner that such rights be made available to
Holders, (ii) the Depositary shall have received the documentation
contemplated in the Deposit Agreement, and (iii) the Depositary shall have
determined that such distribution of rights is reasonably practicable.  If such conditions are not satisfied, the
Depositary shall sell the rights as described below.  In the event all conditions set forth above
are satisfied, the Depositary shall establish an ADS Record Date (upon the
terms described in Section 4.9 of the Deposit Agreement) and establish
procedures (x) to distribute rights to purchase additional ADSs (by means
of warrants or otherwise), (y) to enable the Holders to exercise such
rights (upon payment of the subscription price and of the applicable (a) fees
and charges of the Depositary set forth
in paragraph 10, and expenses incurred by, the Depositary and (b) taxes),
and (z) to deliver ADSs upon the valid exercise of such rights.  Nothing herein or in the Deposit Agreement
shall obligate the Depositary to make available to the Holders a method to
exercise rights to subscribe for Shares (rather than ADSs).  If (i) the Company does not request the
Depositary in a timely manner to make the rights available to Holders or
requests that the rights not be made available to Holders, (ii) the
Depositary fails to receive satisfactory documentation within the terms of Section 5,7
of the Deposit Agreement or determines it is not reasonably practicable to make
the rights available to Holders, or (iii) any rights made available are
not exercised and appear to be about to lapse, the Depositary shall determine
whether it is lawful and reasonably practicable to sell such rights, in a
riskless principal capacity, at such place and upon such terms (including
public and private sale) as it may deem practicable.  The Depositary shall, upon such sale, convert
and distribute proceeds of such sale (net of applicable (a) the fees and charges of the Depositary
set forth in paragraph 10, and the reasonable, and the expenses incurred by, the Depositary and (b) taxes)
upon the terms hereof and of Section 4.1 of the Deposit Agreement.  If the Depositary is unable to make any
rights available to Holders upon the terms described in Section 4.4(a) of
the Deposit Agreement or to arrange for the sale of the rights upon the terms
described in Section 4.4(b) of the Deposit Agreement, the Depositary
shall allow such rights to lapse.  The
Depositary shall not be responsible for (i) any failure to determine that
it may be lawful or practicable to make such rights available to Holders in
general or any Holders in particular, (ii) any foreign exchange exposure
or loss incurred in connection with such sale or exercise, or (iii) the
content of any materials forwarded to the ADS Holders on behalf of the Company
in connection with the rights distribution.


 


Notwithstanding
anything herein or in the Deposit Agreement to the contrary, if registration
(under the Securities Act or any other applicable law) of the rights or the
securities to which any rights relate may be required in order for the Company
to offer such rights or such securities to Holders and to sell the securities
represented by such rights, the Depositary will not distribute such rights to
the Holders (i) unless and until a registration statement under the
Securities Act (or other applicable law) covering such offering is in effect or
(ii) unless the Company furnishes the Depositary opinion(s) of
counsel for the Company in the United States and counsel to the Company in any
other applicable country in which rights would be distributed, in each case
reasonably satisfactory to the Depositary, to the effect that the offering 


 


A-14

















 


and
sale of such securities to Holders and Beneficial Owners are exempt from, or do
not require registration under, the provisions of the Securities Act or any
other applicable laws.  In the event that
the Company, the Depositary or the Custodian shall be required to withhold and
does withhold from any distribution of property (including rights) an amount on
account of taxes or other governmental charges, the amount distributed to the
Holders of ADSs representing such Deposited Securities shall be reduced
accordingly.  In the event that the
Depositary determines that any distribution in property (including Shares and
rights to subscribe therefor) is subject to any tax or other governmental
charges which the Depositary is obligated to withhold, the Depositary may
dispose of all or a portion of such property (including Shares and rights to
subscribe therefor) in such amounts and in such manner, including by public or
private sale, as the Depositary deems necessary and practicable to pay any such
taxes or charges.  A liquid market for
rights may not exist, and this may adversely affect (1) the ability of the
Depositary to dispose of such rights or (2) the amount the Depositary
would realize upon disposal of rights.


 


There
can be no assurance that Holders generally, or any Holder in particular, will
be given the opportunity to exercise rights on the same terms and conditions as
the holders of Shares or be able to exercise such rights.  Nothing herein or in the Deposit Agreement
shall obligate the Company to file any registration statement in respect of any
rights or Shares or other securities to be acquired upon the exercise of such
rights.


 


Upon
receipt of a notice indicating that the Company wishes property other than
cash, Shares or rights to purchase additional Shares, to be made to Holders of
ADSs, the Depositary shall determine whether such distribution to Holders is
lawful and reasonably practicable.  The
Depositary shall not make such distribution unless (i) the Company shall
have requested the Depositary to make such distribution to Holders, (ii) the
Depositary shall have received the documentation contemplated in the Deposit
Agreement, and (iii) the Depositary shall have determined that such
distribution is reasonably practicable. 
Upon satisfaction of such conditions, the Depositary shall distribute
the property so received to the Holders of record, as of the ADS Record Date,
in proportion to the number of ADSs held by them respectively and in such
manner as the Depositary may deem practicable for accomplishing such
distribution (i) upon receipt of payment or net of the fees and charges of the Depositary set forth in paragraph 10, and expenses incurred by,
the Depositary, and (ii) net of any taxes withheld.  The Depositary may dispose of all or a
portion of the property so distributed and deposited, in such amounts and in
such manner (including public or private sale) as the Depositary may deem
practicable or necessary to satisfy any taxes (including applicable interest
and penalties) or other governmental charges applicable to the distribution.


 


If
the conditions above are not satisfied, the Depositary shall sell or cause such
property to be sold in a public or private sale, at such place or places and
upon such terms as it may deem practicable and shall (i) cause the
proceeds of such sale, if any, to be converted into Dollars and
(ii) distribute the proceeds of such conversion received by the Depositary
(net of applicable (a) fees and charges of the Depositary set forth in
paragraph 10, and expenses incurred by, the Depositary and (b) taxes) to
the Holders as of the ADS Record Date upon the terms hereof and of the Deposit
Agreement.  If the Depositary is unable
to sell such property, the Depositary may dispose of such property for the
account of the Holders in any way it deems reasonably practicable under the
circumstances.


 


A-15

















 


(15)         Redemption.  Upon timely receipt of (i) a notice
from the Company that it intends to exercise a right of
redemption in respect of the Deposited Securities, and (ii) satisfactory
documentation given by the Company to the Depositary within the terms of Section 4.7
of the Deposit Agreement, and only if the Depositary shall have determined that
such proposed redemption is practicable, the Depositary shall provide to each
Holder a notice setting forth the Company’s intention to exercise the
redemption rights and any other particulars set forth in the Company’s notice
to the Depositary.  Upon receipt of
confirmation that the redemption has taken place and that funds representing
the redemption price have been received, the Depositary shall convert,
transfer, distribute the proceeds (net of applicable (a) fees and charges
of the Depositary
set forth in paragraph 10, and expenses
incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if
applicable, upon delivery of such ADSs
by Holders thereof upon the terms set forth in Sections 4.1 and 6.2 of the
Deposit Agreement.  If less than all
outstanding Deposited Securities are redeemed, the ADSs to be retired will be
selected by lot or on a pro rata basis, as may be determined by the
Depositary.  The redemption price per ADS
shall be the dollar equivalent of the per share amount received by the
Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the
redemption of the Deposited Securities represented by ADSs (subject to the
terms of Section 4.8 of the Deposit Agreement and the applicable fees and
charges of, and expenses incurred by, the Depositary, and taxes) multiplied by
the number of Deposited Securities represented by each ADS redeemed.


 


(16)         Fixing of ADS Record Date.  Whenever the Depositary shall
receive notice of the fixing of a record date by the Company for the
determination of holders of Deposited Securities entitled to receive any
distribution (whether in cash, Shares, rights or other distribution), or
whenever for any reason the Depositary causes a change in the number of Shares
that are represented by each ADS, or whenever the Depositary shall receive
notice of any meeting of, or solicitation of consents or proxies of, holders of
Shares or other Deposited Securities, or whenever the Depositary shall find it
necessary or convenient in connection with the giving of any notice,
solicitation of any consent or any other matter, the Depositary shall fix a
record date (“ADS Record Date”) for the determination of the Holders of
ADSs who shall be entitled to receive such distribution, to give instructions
for the exercise of voting rights at any such meeting, to give or withhold such
consent, to receive such notice or solicitation or to otherwise take action, or
to exercise the rights of Holders with respect to such changed number of Shares
represented by each ADS. The Depositary shall make reasonable efforts to
establish the ADS Record Date as closely as possible to the applicable record
date for the Deposited Securities (if any) set by the Company.  Subject to applicable law and the terms and
conditions of this ADR and Sections 4.1 through 4.8 of the Deposit Agreement,
only the Holders of ADSs at the close of business in New York on such ADS
Record Date shall be entitled to receive such distributions, to give such
instructions, to receive such notice or solicitation, or otherwise take action.


 


(17)         Voting of Deposited Securities.  As soon as practicable after
receipt of notice of any meeting at which the holders of Deposited Securities
are entitled to vote, or of solicitation of consents or proxies from holders of
Deposited Securities, the Depositary shall fix the ADS Record Date in respect
of such meeting or solicitation of consent or proxy in accordance with Section 4.9
of the Deposit Agreement.  The Depositary
shall, if requested by the Company in writing in a timely manner (the
Depositary having no obligation to take any further action if the 


 


A-16

















 


request shall not have been received by the Depositary
at least thirty (30) days prior to the date of such vote or meeting), at the
Company’s expense and provided no U.S. legal prohibitions exist, distribute as
soon as practicable after receipt thereof to Holders as of the ADS Record Date:
(a) such notice of meeting or solicitation of consent or proxy, (b) a
statement that the Holders at the close of business on the ADS Record Date will
be entitled, subject to any applicable law, the provisions of the Deposit
Agreement, the Articles of Association of the Company and the provisions of or
governing the Deposited Securities, to instruct the Depositary as to the
exercise of the voting rights, if any, pertaining to the Deposited Securities
represented by such Holder’s ADSs, and (c) a brief statement as to the
manner in which such voting instructions may be given to the Depositary in which voting instructions may be deemed to
have been given in accordance with this Section 4.10, if no instructions
are received prior to the deadline set for such purposes, to the Depositary to
give a discretionary proxy to a person designated by the Company.


 


Notwithstanding
anything contained in the Deposit Agreement or any ADR, the Depositary may, to
the extent not prohibited by law or regulations, or by the requirements of the
stock exchange on which the ADSs are listed, in lieu of distribution of the
materials provided to the Depositary in connection with any meeting of, or
solicitation of consents or proxies from, holders of Deposited Securities,
distribute to the Holders a notice that provides Holders with, or otherwise
publicize to Holders, instructions on how to retrieve such materials or receive
such materials upon request (i.e., by
reference to a website containing the materials for retrieval or a contact for
requesting copies of the materials).


 


The
Depositary has been advised by the Company that under the Cayman Islands law as
in effect as of the date of the Deposit Agreement, voting at any meeting of
shareholders of the Company is by show of hands unless a poll is (before or on
the declaration of the results of the show of hands) demanded.  The Depositary will not join in demanding a
poll, whether or not requested to do so by Holders of ADSs.  Under
the Articles of Association of the Company (in effect on the date of this
Deposit Agreement) a poll may be demanded by (i) the chairman of the
meeting, (ii) at least three shareholders present in person or in the case
of a shareholder being a corporation by its duly authorized representative or
by proxy for the time being entitled to vote at the meeting, (iii) any
shareholder or shareholders present in person or in the case of a shareholder
being a corporation by its duly authorized representative or by proxy and
representing not less than one-tenth of the total voting rights of all
shareholders having the right to vote at the meeting, (iv) by a
shareholder or shareholders present in person or in the case of a shareholder
being a corporation by its duly authorized representative or by proxy and
holding Shares conferring a right to vote at a meeting being Shares on which an
aggregate sum has been paid up equal to not less than one-tenth of the total
sum paid on all shares conferring that right, or (v) if required by the rules of
the Nasdaq Stock Market LLC, by any director or directors of the Company who,
individually or collectively, hold proxies in respect of Shares representing 5%
or more of the total voting rights at such meeting.


 


Voting
instructions may be given only in respect of a number of ADSs representing an
integral number of Deposited Securities. 
Upon the timely receipt from a Holder of ADSs as of the ADS Record Date
of voting instructions in the manner specified by the Depositary, the
Depositary shall endeavor, insofar as practicable and permitted under
applicable law, the provisions of the Deposit Agreement, Articles of
Association of the Company and the provisions of the Deposited 


 


A-17

















 


Securities,
to vote, or cause the Custodian to vote, the Deposited Securities (in person or
by proxy) represented by such Holder’s ADSs as follows:  (i) in the event voting takes place at a
shareholders’ meeting by show of hands, the Depositary will instruct the
Custodian to vote all Deposited Securities in accordance with the voting instructions
received from a majority of Holders of ADSs who provided voting instructions,
and (ii) in the event voting takes place at a shareholders’ meeting by
poll, the Depositary will instruct the Custodian to vote the Deposited
Securities in accordance with the voting instructions received from the Holders
of ADSs.  If the Depositary does not
receive instructions from a Holder as of the ADS Record Date on or before the
date established by the Depositary for such purpose and voting takes place by
poll, such Holder shall be deemed, and the Depositary shall (unless otherwise
specified in the notice distributed to Holders) deem such Holder, to have
instructed the Depositary to give a discretionary proxy to a person designated
by the Company to vote the Deposited Securities; provided, however, that no
such discretionary proxy shall be given by the Depositary with respect to any
matter to be voted upon as to which the Company informs the Depositary that (A) the
Company does not wish to be given such proxy, (B) substantial opposition
exists from holders of Shares against the outcome for which the person
designated by the Company would otherwise vote, or (C) the outcome for
which the person designated by the Company would otherwise vote would
materially and adversely affected the rights of holders of Deposited
Securities.


 


Neither
the Depositary nor the Custodian shall under any circumstances exercise any
discretion as to voting and neither the Depositary nor the Custodian shall
vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or
otherwise, the Deposited Securities represented by ADSs, except pursuant
to and in accordance with the voting instructions received from Holders in a
timely manner or as otherwise contemplated herein.  If the Depositary receives timely voting
instructions from a Holder which fail to specify the manner in which the
Depositary is to vote the Deposited Securities represented by such Holder’s
ADSs, the Depositary will deem such Holder (unless otherwise specified in the
notice distributed to Holders) to have instructed the Depositary to vote in
favor of the items set forth in such voting
instructions. Deposited Securities represented by ADSs for which no
timely voting instructions are received by the Depositary from the Holder shall
not be voted except (i) in the case voting takes place at the shareholders’
meeting by show of hands, in which case the Depositary will instruct the
Custodian to vote all Deposited Securities in accordance with the voting
instructions received from a majority of Holders of ADSs who provided voting
instructions and (ii) as otherwise contemplated in Section 4.10 of
the Deposit Agreement.  Notwithstanding anything else contained
herein or in the Deposit Agreement, the Depositary shall, if so requested in
writing by the Company, represent all Deposited Securities (whether or not
voting instructions have been received in respect of such Deposited Securities
from Holders as of the ADS Record Date) for the sole purpose of establishing
quorum at a meeting of shareholders.


 


Notwithstanding
anything else contained in the Deposit Agreement or any ADR, the Depositary
shall not have any obligation to take any action with respect to any meeting,
or solicitation of consents or proxies, of holders of Deposited Securities if
the taking of such action would violate U.S. laws.  The Company agrees to take any and all
actions reasonably necessary and as permitted by Cayman Islands law to enable Holders
and Beneficial Owners to exercise the 


 


A-18

















 


voting
rights accruing to the Deposited Securities and to deliver to the Depositary an
opinion of U.S. counsel addressing any actions requested to be taken if so
requested by the Depositary.  There can
be no assurance that Holders generally or any Holder in particular will receive
the notice described above with sufficient time to enable the Holder to return
voting instructions to the Depositary in a timely manner.


 


(18)         Changes Affecting Deposited Securities.  Upon any change in nominal
or par value, split-up, cancellation, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalization,
reorganization, merger, consolidation or sale of assets affecting the Company
or to which it is a party, any securities which shall be received by the
Depositary or the Custodian in exchange for, or in conversion of or replacement
of or otherwise in respect of, such Deposited Securities shall, to the extent
permitted by law, be treated as new Deposited Securities under the Deposit
Agreement, and the ADRs shall, subject to the provisions of the Deposit
Agreement and applicable law, evidence ADSs representing the right to receive
such additional or replacement securities, as applicable.  In giving effect to such change, split-up,
cancellation, consolidation or other reclassification of Deposited Securities,
recapitalization, reorganization, merger, consolidation or sale of assets, the
Depositary may, with the Company’s approval, and shall, if the Company shall so
request, subject to the terms of the Deposit Agreement and receipt of an
opinion of counsel to the Company reasonably
satisfactory to the Depositary that such actions are not in violation of any
applicable laws or regulations, (i) issue and deliver additional ADSs as
in the case of a stock dividend on the Shares, (ii) amend the Deposit
Agreement and the applicable ADRs, (iii) amend the applicable Registration
Statement(s) on Form F-6 as filed with the Commission in respect of
the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged
for new ADRs, and (v) take such other actions as are appropriate to
reflect the transaction with respect to the ADSs.  Notwithstanding
the foregoing, in the event that any security so received may not be lawfully
distributed to some or all Holders, the Depositary may, with the Company’s
approval, and shall, if the Company requests, subject to receipt of an opinion
of Company’s counsel reasonably satisfactory to the Depositary that such action
is not in violation of any applicable laws or regulations, sell such securities
at public or private sale, at such place or places and upon such terms as it
may deem proper and may allocate the net proceeds of such sales (net of (a) the fees
and charges of
the Depositary set forth in paragraph 10, and
expenses incurred by, the Depositary and (b) taxes) for the account of the
Holders otherwise entitled to such securities upon an averaged or other
practicable basis without regard to any distinctions among such Holders and
distribute the net proceeds so allocated to the extent practicable as in the
case of a distribution received in cash pursuant to Section 4.1 of the
Deposit Agreement.  The Depositary shall
not be responsible for (i) any failure to determine that it may be lawful
or practicable to make such securities available to Holders in general or any
Holder in particular, (ii) any foreign exchange exposure or loss incurred
in connection with such sale, or (iii) any liability to the purchaser of
such securities.


 


(19)         Exoneration.  Neither the Depositary nor the
Company shall be obligated to do or perform any act which is inconsistent with
the provisions of the Deposit Agreement or incur any liability (i) if the
Depositary or the Company shall be prevented or forbidden from, or subjected to
any civil or criminal penalty or restraint on account of, or delayed in, doing
or performing any act or thing required by the terms of the Deposit Agreement
and this ADR, by reason of any provision of any present or future law or
regulation of the United States, the Cayman Islands or 


 


A-19

















 


any other country, or of any other governmental
authority or regulatory authority or stock exchange, or on account of the
possible criminal or civil penalties or restraint, or by reason of any
provision, present or future, of the Articles of Association of the Company or any provision of or
governing any Deposited Securities, or by reason of any act of God or war or
other circumstances beyond its control (including, without limitation,
nationalization, expropriation, currency restrictions, work stoppage, strikes,
civil unrest, acts of terrorism, revolutions, rebellions, explosions and
computer failure), (ii) by reason of any exercise of, or failure to
exercise, any discretion provided for in the Deposit Agreement or in the Articles
of Association of the Company or
provisions of or governing Deposited Securities, (iii) for any action or
inaction in reliance upon the advice of or information from legal counsel,
accountants, any person presenting Shares for deposit, any Holder, any
Beneficial Owner or authorized representative thereof, or any other person
believed by it in good faith to be competent to give such advice or
information, (iv) for the inability by a Holder or Beneficial Owner to
benefit from any distribution, offering, right or other benefit which is made
available to holders of Deposited Securities but is not, under the terms of the
Deposit Agreement, made available to Holders of ADSs or (v) for any
consequential or punitive damages for any breach of the terms of the Deposit
Agreement.  The Depositary, its
controlling persons, its agents, any Custodian and the Company, its controlling
persons and its agents may rely and shall be protected in acting upon any
written notice, request or other document believed by it to be genuine and to
have been signed or presented by the proper party or parties.  No disclaimer of liability under the Securities
Act is intended by any provision of the Deposit Agreement or this ADR.


 


(20)         Standard of Care.  The Company and the Depositary
assume no obligation and shall not be subject to any liability under the
Deposit Agreement or this ADR to any Holder(s) or Beneficial Owner(s),
except that the Company and Depositary agree to perform their respective
obligations specifically set forth in the Deposit Agreement and this ADR
without negligence or bad faith.  Without
limitation of the foregoing, neither the Depositary, nor the Company, nor any
of their respective controlling persons, or agents, shall be under any
obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or in respect of the ADSs,
which in its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense (including fees and disbursements of
counsel) and liability be furnished as often as may be required (and no
Custodian shall be under any obligation whatsoever with respect to such proceedings,
the responsibility of the Custodian being solely to the Depositary).  The Depositary and its agents shall not be
liable for any failure to carry out any instructions to vote any of the
Deposited Securities, or for the manner in which any vote is cast or the effect
of any vote, provided that any such action or omission is in good faith and in
accordance with the terms of the Deposit Agreement.  The Depositary shall not incur any liability
for any failure to determine that any distribution or action may be lawful or
reasonably practicable, for the content of any information submitted to it by
the Company for distribution to the Holders or for any inaccuracy of any
translation thereof, for any investment risk associated with acquiring an
interest in the Deposited Securities, for the validity or worth of the
Deposited Securities or for any tax consequences that may result from the
ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of
any third party, for allowing any rights to lapse upon the terms of the Deposit
Agreement, for the failure or timeliness of any notice from the Company, or for
any action or failure to act by, or any information provided or not provided
by, DTC or any DTC participant.


 


A-20

















 


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.


 


(21)         Resignation and Removal of the Depositary;
Appointment of Successor Depositary.  The Depositary may at any time resign as
Depositary under the Deposit Agreement by written notice of resignation
delivered to the Company, such resignation to be effective on the earlier of (i) the
90th day after delivery thereof to the Company (whereupon the Depositary shall
be entitled to take the actions contemplated in Section 6.2 of the Deposit
Agreement), or (ii) upon the appointment by the Company 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 written notice of such removal,
which removal shall be effective on the later of (i) the 90th day after
delivery thereof to the Depositary (whereupon the Depositary shall be entitled
to take the actions contemplated in Section 6.2 of the Deposit Agreement),
or (ii) upon the appointment by the Company of
a successor depositary and its acceptance of such appointment as provided in
the Deposit Agreement.  In case at any
time the Depositary acting hereunder shall resign or be removed, the Company
shall use its best efforts to appoint a successor depositary, which shall be a
bank or trust company having an office in the Borough of Manhattan, the City of
New York.  Every successor depositary
shall be required by the Company to execute and deliver to its predecessor and
to the Company an instrument in writing accepting its appointment hereunder,
and thereupon such successor depositary, without any further act or deed
(except as required by applicable law), shall become fully vested with all the
rights, powers, duties and obligations of its predecessor (other than as
contemplated in Sections 5.8 and 5.9 of the Deposit Agreement).  The predecessor depositary, upon payment of
all sums due it and on the written request of the Company, shall
(i) execute and deliver an instrument transferring to such successor all
rights and powers of such predecessor hereunder (other than as contemplated in
Sections 5.8 and 5.9 of the Deposit Agreement), (ii) duly assign, transfer
and deliver all right, title and interest to the Deposited Securities to such
successor, and (iii) deliver to such successor a list of the Holders of
all outstanding ADSs and such other information relating to ADSs and Holders
thereof as the successor may reasonably request. Any such successor depositary
shall promptly provide notice of its appointment to such Holders.  Any corporation into or with which the
Depositary may be merged or consolidated shall be the successor of the
Depositary without the execution or filing of any document or any further act.


 


(22)         Amendment/Supplement.  Subject to the terms and
conditions of this paragraph 22, the Deposit Agreement and applicable law, this
ADR and any provisions of the Deposit Agreement may at any time and from time
to time be amended or supplemented by written agreement between the Company and
the Depositary in any respect which they may deem necessary or desirable
without the prior written consent of the Holders or Beneficial Owners.  Any amendment or supplement which shall
impose or increase any fees or charges (other than charges in connection with
foreign exchange control regulations, and taxes and other governmental charges,
delivery and other such expenses), or which shall otherwise materially
prejudice any substantial existing right of Holders or Beneficial Owners, shall
not, however, 


 


A-21

















 


become effective as to outstanding ADSs until the
expiration of thirty (30) days after notice of such amendment or supplement
shall have been given to the Holders of outstanding ADSs.  Notice of any amendment to the Deposit
Agreement or any ADR shall not need to describe in detail the specific
amendments effectuated thereby, and failure to describe the specific amendments
in any such notice shall not render such notice invalid, provided, however,
that, in each such case, the notice given to the Holders identifies a means for
Holders and Beneficial Owners to retrieve or receive the text of such amendment
(i.e., upon retrieval from the Commission’s,
the Depositary’s or the Company’s website or upon request from the
Depositary).  The parties hereto agree
that any amendments or supplements which (i) are reasonably necessary (as
agreed by the Company and the Depositary) in order for (a) the ADSs to be
registered on Form F-6 under the Securities Act or (b) the ADSs to be
settled solely in electronic book-entry form and (ii) do not in either
such case impose or increase any fees or charges to be borne by Holders, shall
be deemed not to materially prejudice any substantial rights of Holders or
Beneficial Owners.  Every Holder and
Beneficial Owner at the time any amendment or supplement so becomes effective
shall be deemed, by continuing to hold such ADSs, to consent and agree to such
amendment or supplement and to be bound by the Deposit Agreement and this ADR,
if applicable, as amended or supplemented thereby.  In no event shall any amendment or supplement
impair the right of the Holder to surrender such ADS and receive therefor the
Deposited Securities represented thereby, except in order to comply with
mandatory provisions of applicable law. 
Notwithstanding the foregoing, if any governmental body should adopt new
laws, rules or regulations which would require an amendment of, or
supplement to, the Deposit Agreement to ensure compliance therewith, the
Company and the Depositary may amend or supplement the Deposit Agreement and
this ADR at any time in accordance with such changed laws, rules or
regulations.  Such amendment or
supplement to the Deposit Agreement and this ADR in such circumstances may
become effective before a notice of such amendment or supplement is given to
Holders or within any other period of time as required for compliance with such
laws, rules or regulations.


 


(23)         Termination.  The Depositary shall, at any time at the
written direction of the Company, terminate the Deposit Agreement by
distributing notice of such termination to the Holders of all ADSs then outstanding
at least thirty (30) days prior to the date fixed in such notice for such
termination.  If ninety (90) days shall
have expired after (i) the Depositary shall have delivered to the Company
a written notice of its election to resign, or (ii) the Company shall have
delivered to the Depositary a written notice of the removal of the Depositary,
and, in either case, a successor depositary shall not have been appointed and
accepted its appointment as provided in Section 5.4 of the Deposit
Agreement, the Depositary may terminate the Deposit Agreement by distributing
notice of such termination to the Holders of all ADSs then outstanding at least
thirty (30) days prior to the date fixed in such notice for such
termination.  The date so fixed for
termination of the Deposit Agreement in any termination notice so distributed
by the Depositary to the Holders of ADSs is referred to as the “Termination
Date”.  Until the Termination Date,
the Depositary shall continue to perform all of its obligations under the
Deposit Agreement, and the Holders and Beneficial Owners will be entitled to
all of their rights under the Deposit Agreement.  If any ADSs shall remain outstanding after
the Termination Date, the Registrar and the Depositary shall not, after the
Termination Date, have any obligation to perform any further acts under the
Deposit Agreement, except that the Depositary shall, subject, in each case, to
the terms and conditions of the Deposit Agreement, continue to (i) 


 


A-22

















 


collect dividends and other distributions pertaining
to Deposited Securities, (ii) sell securities and other property received
in respect of Deposited Securities, (iii) deliver Deposited Securities,
together with any dividends or other distributions received with respect
thereto and the net proceeds of the sale of any securities or other property,
in exchange for ADSs surrendered to the Depositary (after deducting, or
charging, as the case may be, in each case, the fees and charges of, and
expenses incurred by, the Depositary, and all applicable taxes or governmental
charges for the account of the Holders and Beneficial Owners, in each case upon
the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take
such actions as may be required under applicable law in connection with its
role as Depositary under the Deposit Agreement. 
At any time after the Termination Date, the Depositary may sell the
Deposited Securities then held under the Deposit Agreement and shall after such
sale hold un-invested the net proceeds of such sale, together with any other
cash then held by it under the Deposit Agreement, in an un-segregated account
and without liability for interest, for the pro - rata benefit of the Holders
whose ADSs have not theretofore been surrendered.  After making such sale, the Depositary shall
be discharged from all obligations under the Deposit Agreement except (i) to
account for such net proceeds and other cash (after deducting, or charging, as
the case may be, in each case, the fees and charges of, and expenses incurred
by, the Depositary, and all applicable taxes or governmental charges for the
account of the Holders and Beneficial Owners, in each case upon the terms set
forth in Section 5.9 of the Deposit Agreement), and (ii) as may be
required at law in connection with the termination of the Deposit
Agreement.  After the Termination Date,
the Company shall be discharged from all obligations under the Deposit
Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9
and 7.6 of the Deposit Agreement.  The
obligations under the terms of the Deposit Agreement of Holders and Beneficial
Owners of ADSs outstanding as of the Termination Date shall survive the
Termination Date and shall be discharged only when the applicable ADSs are
presented by their Holders to the Depositary for cancellation under the terms
of the Deposit Agreement.


 


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


 


(25)         Certain Rights of the Depositary; Limitations.  Subject to the further terms and
provisions of this paragraph (25) and Section 5.10 of the Deposit
Agreement, the Depositary, its Affiliates and their agents, on their own
behalf, may own and deal in any class of securities of the Company and its
Affiliates and in ADSs.  The Depositary
may issue ADSs against evidence of rights to receive Shares from the Company,
any agent of the Company or any custodian, registrar, transfer agent, clearing
agency or other entity involved in ownership or transaction records in respect
of the Shares.  Such evidence of rights
shall consist of written blanket or specific guarantees of ownership of Shares.  In its capacity as Depositary, the Depositary
shall not lend Shares or ADSs; provided, however, that the
Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3
of the Deposit Agreement and (ii) deliver Shares prior to the receipt of
ADSs for withdrawal of Deposited Securities pursuant to Section 2.7 of the
Deposit Agreement, including ADSs which were issued under (i) above but
for which Shares may not have been received (each such transaction a “Pre-Release
Transaction”).  The


 


A-23














 


Depositary may receive ADSs in lieu of Shares under (i) above
and receive Shares in lieu of ADSs under (ii) above.  Each such Pre-Release Transaction will be (a) subject
to a written agreement whereby the person or entity (the “Applicant”) to
whom ADSs or Shares are to be delivered (w) represents that at the time of
the Pre-Release Transaction the Applicant or its customer owns the Shares or
ADSs that are to be delivered by the Applicant under such Pre-Release
Transaction, (x) agrees to indicate the Depositary as owner of such Shares
or ADSs in its records and to hold such Shares or ADSs in trust for the
Depositary until such Shares or ADSs are delivered to the Depositary or the
Custodian, (y) unconditionally guarantees to deliver to the Depositary or
the Custodian, as applicable, such Shares or ADSs and (z) agrees to any
additional restrictions or requirements that the Depositary deems appropriate, (b) at
all times fully collateralized with cash, U.S. government securities 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 Depositary will
normally limit the number of ADSs and Shares involved in such Pre-Release
Transactions at any one time to thirty percent (30%) of the ADSs outstanding
(without giving effect to ADSs outstanding under (i) above), provided,
however, that the Depositary reserves the right to change or disregard
such limit from time to time as it deems appropriate.  The Depositary may also set limits with
respect to the number of ADSs and Shares involved in Pre-Release Transactions
with any one person on a case by case basis as it deems appropriate.  The Depositary may retain for its own account
any compensation received by it in conjunction with the foregoing.  Collateral provided pursuant to (b) above,
but not earnings thereon, shall be held for the benefit of the Holders (other
than the Applicant).


 


A-24

















 


(ASSIGNMENT AND TRANSFER SIGNATURE LINES)


 


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


 


	
  Dated:

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:
  The signature of the Holder to this assignment must correspond with the name
  as written upon the face of the within instrument in every particular,
  without alteration or enlargement or any change whatsoever.

   

  If
  the endorsement be executed by an attorney, executor, administrator, trustee
  or guardian, the person executing the endorsement must give his/her full
  title in such capacity and proper evidence of authority to act in such
  capacity, if not on file with the Depositary, must be forwarded with this
  ADR.

  
	
   

  	
   

  	
   

  
	
  SIGNATURE
  GUARANTEED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All
  endorsements or assignments of ADRs must be guaranteed by a member of a
  Medallion Signature Program approved by the Securities Transfer Association, Inc.

  



 


Legends


 


[The ADRs issued in respect of Partial Entitlement American
Depositary Shares shall bear the following legend on the face of the ADR:  “This ADR evidences ADSs representing ‘partial
entitlement’ ordinary shares of ChinaCache International Holdings Ltd. and as
such do not entitle the holders thereof to the same per-share entitlement as
other ordinary shares (which are ‘full entitlement’ ordinary shares) issued and
outstanding at such time.  The ADSs
represented by this ADR shall entitle holders to distributions and entitlements
identical to other ADSs when the ordinary shares represented by such ADSs
become ‘full entitlement’ ordinary shares.”]


 


A-25

















 


EXHIBIT B


 


FEE SCHEDULE


 


DEPOSITARY FEES AND RELATED CHARGES


 


All
capitalized terms used but not otherwise defined herein shall have the meaning
given to such terms in the Deposit Agreement.


 


I.                                         Depositary Fees


 


The
Company, the Holders, the Beneficial Owners and the persons depositing Shares
or surrendering ADSs for cancellation agree to pay the following fees of the
Depositary:


 


	
  Service

  	
   

  	
  Rate

  	
   

  	
  By Whom Paid

  
	
  (1)                                 Issuance
  of ADSs upon deposit of Shares (excluding issuances as a result of
  distributions described in paragraph (4) below).

  	
   

  	
  Up to U.S. $5.00 per 100 ADSs (or fraction thereof) issued.

  	
   

  	
  Person depositing Shares or person receiving ADSs.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)                                 Delivery
  of Deposited Securities against surrender of ADSs.

  	
   

  	
  Up to U.S. $5.00 per 100 ADSs (or fraction thereof)
  surrendered.

  	
   

  	
  Person surrendering ADSs for the purpose of withdrawal of
  Deposited Securities or person to whom Deposited Securities are delivered.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (3)                                 Distribution
  of cash dividends or other cash distributions (i.e., sale of rights and other entitlements).

  	
   

  	
  Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.

  	
   

  	
  Person to whom distribution is made.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (4)                                 Distribution
  of ADSs pursuant to (i) stock dividends or other free stock
  distributions, or (ii) exercise of rights to purchase additional ADSs.

  	
   

  	
  Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.

  	
   

  	
  Person to whom distribution is made.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (5)                                 Distribution
  of securities other than ADSs or rights to purchase additional ADSs (i.e., spin-off shares).

  	
   

  	
  Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.

  	
   

  	
  Person to whom distribution is made.

  



 


B-1

















 


	
  6)                                     Depositary Services.

  	
   

  	
  Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held on
  the applicable record date(s) established by the Depositary.

  	
   

  	
  Person holding ADSs on the applicable record
  date(s) established by the Depositary.

  



 


II.                                     Charges


 


Holders,
Beneficial Owners, persons depositing Shares and persons surrendering ADSs for
cancellation and for the purpose of withdrawing Deposited Securities shall be
responsible for the following charges:


 


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


 


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


 


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


 


(iv)                              the expenses and charges incurred by the Depositary in the conversion
of foreign currency;


 


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


 


(vi)                              the fees and expenses incurred by the Depositary, the Custodian, or any
nominee in connection with the servicing or delivery of Deposited Securities.


 


B-2

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS

  	
  1

  
	
  Section 1.1        “ADS
  Record Date”

  	
  1

  
	
  Section 1.2        “Affiliate”

  	
  2

  
	
  Section 1.3        “American
  Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)”

  	
  2

  
	
  Section 1.4        “American
  Depositary Share(s)” and “ADS(s)”

  	
  2

  
	
  Section 1.5        “Applicant”

  	
  2

  
	
  Section 1.6        “Articles
  of Association” shall mean the Articles of Association of the Company, as
  amended and restated from time to time

  	
  2

  
	
  Section 1.7        “Beneficial
  Owner”

  	
  2

  
	
  Section 1.8        “Certificated
  ADS(s)”

  	
  2

  
	
  Section 1.9        “Commission”

  	
  3

  
	
  Section 1.10      “Company”

  	
  3

  
	
  Section 1.11      “Custodian”

  	
  3

  
	
  Section 1.12      “Deliver”
  and “Delivery”

  	
  3

  
	
  Section 1.13      “Deposit
  Agreement”

  	
  3

  
	
  Section 1.14      “Depositary”

  	
  3

  
	
  Section 1.15      “Deposited
  Securities”

  	
  3

  
	
  Section 1.16      “Dollars”
  and “$”

  	
  3

  
	
  Section 1.17      “DTC”

  	
  3

  
	
  Section 1.18      “DTC Participant”

  	
  4

  
	
  Section 1.19      “Exchange
  Act”

  	
  4

  
	
  Section 1.20      “Foreign
  Currency”

  	
  4

  
	
  Section 1.21      “Full
  Entitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full Entitlement
  Share(s)”

  	
  4

  
	
  Section 1.22      “Holder(s)”

  	
  4

  
	
  Section 1.23      “Partial
  Entitlement ADR(s)”, “Partial Entitlement ADS(s)” and “Partial Entitlement
  Share(s)”

  	
  4

  
	
  Section 1.24      “Pre-Release
  Transaction”

  	
  4

  
	
  Section 1.25      “Principal
  Office”

  	
  4

  
	
  Section 1.26      “Registrar”

  	
  4

  
	
  Section 1.27      “Restricted
  Securities”

  	
  4

  
	
  Section 1.28      “Restricted
  ADR(s)”, “Restricted ADS(s)” and “Restricted Shares”

  	
  5

  
	
  Section 1.29      “Securities
  Act”

  	
  5

  
	
  Section 1.30      “Share
  Registrar”

  	
  5

  
	
  Section 1.31      “Shares”

  	
  5

  
	
  Section 1.32      “Uncertificated
  ADS(s)”

  	
  5

  
	
  Section 1.33      “United
  States” and “U.S.”

  	
  5

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT
  OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

  	
  5

  
	
  Section 2.1        Appointment
  of Depositary

  	
  5

  



 

















 


	
  Section 2.2        Form and
  Transferability of ADSs

  	
  6

  
	
  Section 2.3        Deposit
  of Shares

  	
  7

  
	
  Section 2.4        Registration
  and Safekeeping of Deposited Securities

  	
  9

  
	
  Section 2.5        Issuance
  of ADSs

  	
  9

  
	
  Section 2.6        Transfer,
  Combination and Split-up of ADRs

  	
  10

  
	
  Section 2.7        Surrender
  of ADSs and Withdrawal of Deposited Securities

  	
  11

  
	
  Section 2.8        Limitations
  on Execution and Delivery, Transfer, etc. of ADSs; Suspension of
  Delivery, Transfer, etc.

  	
  12

  
	
  Section 2.9        Lost
  ADRs, etc.

  	
  13

  
	
  Section 2.10      Cancellation
  and Destruction of Surrendered ADRs; Maintenance of Records

  	
  13

  
	
  Section 2.11      Escheatment

  	
  13

  
	
  Section 2.12      Partial
  Entitlement ADSs

  	
  13

  
	
  Section 2.13      Certificated/Uncertificated
  ADSs

  	
  14

  
	
  Section 2.14      Restricted
  ADSs

  	
  15

  
	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF
  ADSs

  	
  17

  
	
  Section 3.1        Proofs,
  Certificates and Other Information

  	
  17

  
	
  Section 3.2        Liability
  for Taxes and Other Charges

  	
  18

  
	
  Section 3.3        Representations
  and Warranties on Deposit of Shares

  	
  18

  
	
  Section 3.4        Compliance
  with Information Requests

  	
  18

  
	
  Section 3.5        Ownership
  Restrictions

  	
  19

  
	
  Section 3.6        Reporting
  Obligations and Regulatory Approvals

  	
  19

  
	
  Applicable laws and regulations may require holders
  and beneficial owners of Shares, including the Holders and Beneficial Owners
  of ADSs, to satisfy reporting requirements and obtain regulatory approvals in
  certain circumstances

  	
  19

  
	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  THE DEPOSITED SECURITIES

  	
  20

  
	
  Section 4.1        Cash
  Distributions

  	
  20

  
	
  Section 4.2        Distribution
  in Shares

  	
  20

  
	
  Section 4.3        Elective
  Distributions in Cash or Shares

  	
  21

  
	
  Section 4.4        Distribution
  of Rights to Purchase Additional ADSs

  	
  22

  
	
  Section 4.5        Distributions
  Other Than Cash, Shares or Rights to Purchase Shares

  	
  24

  
	
  Section 4.6        Distributions
  with Respect to Deposited Securities in Bearer Form

  	
  24

  
	
  Section 4.7        Redemption

  	
  25

  
	
  Section 4.8        Conversion
  of Foreign Currency

  	
  25

  
	
  Section 4.9        Fixing
  of ADS Record Date

  	
  26

  
	
  Section 4.10      Voting
  of Deposited Securities

  	
  26

  
	
  Section 4.11      Changes
  Affecting Deposited Securities

  	
  28

  
	
  Section 4.12      Available Information

  	
  29

  
	
  Section 4.13      Reports

  	
  29

  
	
  Section 4.14      List
  of Holders

  	
  30

  
	
  Section 4.15      Taxation

  	
  30

  



 

















 


	
  ARTICLE V

  	
   

  
	
   

  	
   

  
	
  THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

  	
  31

  
	
  Section 5.1        Maintenance
  of Office and Transfer Books by the Registrar

  	
  31

  
	
  Section 5.2        Exoneration

  	
  31

  
	
  Section 5.3        Standard
  of Care

  	
  32

  
	
  Section 5.4        Resignation
  and Removal of the Depositary; Appointment of Successor Depositary

  	
  33

  
	
  Section 5.5        The
  Custodian

  	
  34

  
	
  Section 5.6        Notices
  and Reports

  	
  34

  
	
  Section 5.7        Issuance
  of Additional Shares, ADSs etc.

  	
  35

  
	
  Section 5.8        Indemnification

  	
  36

  
	
  Section 5.9        Fees
  and Charges of Depositary

  	
  37

  
	
  Section 5.10      Pre-Release
  Transactions

  	
  38

  
	
  Section 5.11      Restricted
  Securities Owners

  	
  39

  
	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  AMENDMENT AND TERMINATION

  	
  39

  
	
  Section 6.1        Amendment/Supplement

  	
  39

  
	
  Section 6.2        Termination

  	
  40

  
	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
  41

  
	
  Section 7.1        Counterparts

  	
  41

  
	
  Section 7.2        No
  Third-Party Beneficiaries

  	
  41

  
	
  Section 7.3        Severability

  	
  41

  
	
  Section 7.4        Holders
  and Beneficial Owners as Parties; Binding Effect

  	
  41

  
	
  Section 7.5        Notices

  	
  42

  
	
  Section 7.6        Governing
  Law and Jurisdiction

  	
  42

  
	
  Section 7.7        Assignment

  	
  44

  
	
  Section 7.8        Compliance
  with U.S. Securities Laws

  	
  44

  
	
  Section 7.9        Cayman
  Island Law References

  	
  44

  
	
  Section 7.10      Titles
  and References

  	
  44

  
	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
  Form of ADR

  	
  A-1

  
	
  Fee Schedule

  	
  B-1