exv4w3






Exhibit 4.3




 

 






E-COMMERCE CHINA DANGDANG INC.




AND




THE BANK OF NEW YORK MELLON




                                
As Depositary




AND




OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES




Deposit Agreement




Dated as of                     , 2010




 

 




 









 














TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE 1. DEFINITIONS	 	 	2	 
	SECTION 1.01

	 	American Depositary Shares
	 	 	2	 
	SECTION 1.02

	 	Commission
	 	 	3	 
	SECTION 1.03

	 	Company
	 	 	3	 
	SECTION 1.04

	 	Custodian
	 	 	3	 
	SECTION 1.05

	 	Deliver; Surrender
	 	 	3	 
	SECTION 1.06

	 	Deposit Agreement
	 	 	4	 
	SECTION 1.07

	 	Depositary; Corporate Trust Office
	 	 	4	 
	SECTION 1.08

	 	Deposited Securities
	 	 	4	 
	SECTION 1.09

	 	Dollars
	 	 	4	 
	SECTION 1.10

	 	DTC
	 	 	4	 
	SECTION 1.11

	 	Foreign Registrar
	 	 	4	 
	SECTION 1.12

	 	Holder
	 	 	4	 
	SECTION 1.13

	 	Owner
	 	 	5	 
	SECTION 1.14

	 	Receipts
	 	 	5	 
	SECTION 1.15

	 	Registrar
	 	 	5	 
	SECTION 1.16

	 	Restricted Securities
	 	 	5	 
	SECTION 1.17

	 	Securities Act of 1933
	 	 	5	 
	SECTION 1.18

	 	Shares
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND
SURRENDER OF AMERICAN DEPOSITARY SHARES
	 	 	6	 
	SECTION 2.01

	 	Form of Receipts; Registration and Transferability of
American Depositary Shares
	 	 	6	 
	SECTION 2.02

	 	Deposit of Shares
	 	 	7	 
	SECTION 2.03

	 	Delivery of American Depositary Shares
	 	 	8	 
	SECTION 2.04

	 	Registration of Transfer of American Depositary Shares;
Combination and Split-up of Receipts; Interchange of
Certificated and Uncertificated American Depositary Shares
	 	 	8	 
	SECTION 2.05

	 	Surrender of American Depositary Shares and Withdrawal of
Deposited Securities
	 	 	9	 
	SECTION 2.06

	 	Limitations on Delivery, Transfer and Surrender of
American Depositary Shares
	 	 	10	 
	SECTION 2.07

	 	Lost Receipts, etc
	 	 	11	 
	SECTION 2.08

	 	Cancellation and Destruction of Surrendered Receipts
	 	 	11	 
	SECTION 2.09

	 	Pre-Release of American Depositary Shares
	 	 	11	 






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	SECTION 2.10

	 	DTC Direct Registration System and Profile Modification
System
	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY
SHARES	 	 	13	 
	SECTION 3.01

	 	Filing Proofs, Certificates and Other Information
	 	 	13	 
	SECTION 3.02

	 	Liability of Owner for Taxes
	 	 	13	 
	SECTION 3.03

	 	Warranties on Deposit of Shares
	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE 4. THE DEPOSITED SECURITIES	 	 	14	 
	SECTION 4.01

	 	Cash Distributions
	 	 	14	 
	SECTION 4.02

	 	Distributions Other Than Cash, Shares or Rights
	 	 	14	 
	SECTION 4.03

	 	Distributions in Shares
	 	 	15	 
	SECTION 4.04

	 	Rights
	 	 	15	 
	SECTION 4.05

	 	Conversion of Foreign Currency
	 	 	17	 
	SECTION 4.06

	 	Fixing of Record Date
	 	 	18	 
	SECTION 4.07

	 	Voting of Deposited Securities
	 	 	18	 
	SECTION 4.08

	 	Changes Affecting Deposited Securities
	 	 	19	 
	SECTION 4.09

	 	Reports
	 	 	20	 
	SECTION 4.10

	 	Lists of Owners
	 	 	20	 
	SECTION 4.11

	 	Withholding
	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY	 	 	21	 
	SECTION 5.01

	 	Maintenance of Office and Transfer Books by the Depositary
	 	 	21	 
	SECTION 5.02

	 	Prevention or Delay in Performance
by the Depositary or the Company
	 	 	21	 
	SECTION 5.03

	 	Obligations of the Depositary, the Custodian and the Company
	 	 	22	 
	SECTION 5.04

	 	Resignation and Removal of the Depositary
	 	 	23	 
	SECTION 5.05

	 	The Custodians
	 	 	23	 
	SECTION 5.06

	 	Notices and Reports
	 	 	24	 
	SECTION 5.07

	 	Distribution of Additional Shares, Rights, etc
	 	 	24	 
	SECTION 5.08

	 	Indemnification
	 	 	25	 
	SECTION 5.09

	 	Charges of Depositary
	 	 	26	 
	SECTION 5.10

	 	Retention of Depositary Documents
	 	 	27	 
	SECTION 5.11

	 	Exclusivity
	 	 	27	 
	SECTION 5.12

	 	List of Restricted Securities Owners
	 	 	27	 
	 
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	ARTICLE 6. AMENDMENT AND TERMINATION	 	 	28	 





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	SECTION 6.01

	 	Amendment	 	 	28	 
	SECTION 6.02
	 	Termination	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE 7. MISCELLANEOUS	 	 	29	 
	SECTION 7.01

	 	Counterparts
	 	 	29	 
	SECTION 7.02

	 	No Third Party Beneficiaries
	 	 	29	 
	SECTION 7.03

	 	Severability
	 	 	29	 
	SECTION 7.04

	 	Owners and Holders as Parties; Binding Effect
	 	 	30	 
	SECTION 7.05

	 	Notices
	 	 	30	 
	SECTION 7.06

	 	Submission to Jurisdiction; Appointment of Agent for
Service of Process; Jury Trial Waiver
	 	 	30	 
	SECTION 7.07

	 	Waiver of Immunities
	 	 	31	 
	SECTION 7.08

	 	Governing Law
	 	 	32	 







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DEPOSIT AGREEMENT




          DEPOSIT AGREEMENT dated as of                     , 2010 among E-COMMERCE CHINA DANGDANG INC., a company
incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK
MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders
from time to time of American Depositary Shares issued hereunder.



W I T N E S S E T H:




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



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



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




			
	ARTICLE 1.	 	DEFINITIONS





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



     SECTION 1.01   American Depositary Shares.



          The term “American Depositary Shares” shall mean the securities created under this Deposit
Agreement representing rights with respect to the Deposited Securities. American Depositary Shares
may be certificated securities evidenced by Receipts or uncertificated securities. The form of
Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the
Securities Act of 1933 for sales of both certificated and uncertificated American Depositary
Shares. Except for those provisions of this Deposit Agreement that refer specifically to Receipts,
all the provisions of this Deposit Agreement shall apply to both certificated and uncertificated
American Depositary Shares. Each American Depositary Share shall represent the number of Shares
specified in Exhibit A to this Deposit Agreement, until there shall occur a distribution upon
Deposited Securities covered by Section 4.03 or a change in Deposited Securities covered by Section
4.08 with respect to which additional American



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Depositary Shares are not delivered, and thereafter American Depositary Shares shall represent the amount
of Shares or Deposited Securities specified in such Sections.



     SECTION 1.02   Commission.



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



     SECTION 1.03   Company.



          The term “Company” shall mean E-Commerce China Dangdang Inc., a company incorporated under the
laws of the Cayman Islands, and its successors.



     SECTION 1.04   Custodian.



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



     SECTION 1.05   Deliver; Surrender.



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



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



          (c) The term “surrender”, when used with respect to American Depositary Shares, shall mean (i)
one or more book-entry transfers of American



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Depositary Shares to the DTC account of the Depositary, (ii) delivery to the Depositary at its
Corporate Trust Office of an instruction to surrender American Depositary Shares not evidenced by a
Receipt or (iii) surrender to the Depositary at its Corporate Trust Office of one or more Receipts
evidencing American Depositary Shares.



     SECTION 1.06   Deposit Agreement.



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



     SECTION 1.07   Depositary; Corporate Trust Office.



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



     SECTION 1.08   Deposited Securities.



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



     SECTION 1.09   Dollars.



          The term “Dollars” shall mean United States dollars.



     SECTION 1.10   DTC.



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



     SECTION 1.11   Foreign Registrar.



          The term “Foreign Registrar” shall mean the entity that presently carries out the duties of
registrar for the Shares or any successor as registrar for the Shares and any other agent of the
Company for the transfer and registration of Shares, including without limitation any securities
depository for the Shares.



     SECTION 1.12   Holder.



          The term “Holder” shall mean any person holding a Receipt or a security entitlement or other
interest in American Depositary Shares, whether for its own account



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or for the account of another person, but that is not the Owner of that Receipt or those
American Depositary Shares.



     SECTION 1.13   Owner.



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



     SECTION 1.14   Receipts.



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



     SECTION 1.15   Registrar.



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



     SECTION 1.16   Restricted Securities.



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



     SECTION 1.17   Securities Act of 1933.



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



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     SECTION 1.18   Shares.



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




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





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



          Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this
Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter
provided. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose, unless such Receipt shall have been (i) executed by the Depositary by
the manual signature of a duly authorized officer of the Depositary or (ii) executed by the
facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual
signature of a duly authorized signatory of the Depositary or a Registrar. The Depositary shall
maintain books on which (x) each Receipt so executed and delivered as hereinafter provided and the
transfer of each such Receipt shall be registered and (y) all American Depositary Shares delivered
as hereinafter provided and all registrations of transfer of American Depositary Shares shall be
registered. A Receipt bearing the facsimile signature of a person that was at any time a proper
officer of the Depositary shall, subject to the other provisions of this paragraph, bind the
Depositary, notwithstanding that such person has ceased to be a proper officer of the Depositary on
the date of issuance of that Receipt.



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



- 6 -









 





          American Depositary Shares evidenced by a Receipt, when properly endorsed or accompanied by
proper instruments of transfer, shall be transferable as certificated registered securities under
the laws of New York. American Depositary Shares not evidenced by Receipts shall be transferable as
uncertificated registered securities under the laws of New York. The Depositary, notwithstanding
any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner
thereof for the purpose of determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for all other purposes,
and neither the Depositary nor the Company shall have any obligation or be subject to any liability
under this Deposit Agreement to any Holder of American Depositary Shares (but only to the Owner of
those American Depositary Shares).



     SECTION 2.02   Deposit of Shares.



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



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



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



          Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited
hereunder, together with the other documents specified above, such Custodian shall, as soon as
transfer and recordation can be accomplished, present such



- 7 -









 







certificate or certificates to the Company or the Foreign Registrar, if applicable, for
transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee
or such Custodian or its nominee.



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



     SECTION 2.03   Delivery of American Depositary Shares.



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



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



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



- 8 -









 







States of America. Thereupon the Depositary shall deliver those American Depositary Shares to
or upon the order of the person entitled thereto.



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



          The Depositary, upon surrender of certificated American Depositary Shares for the purpose of
exchanging for uncertificated American Depositary Shares, shall cancel those certificated American
Depositary Shares and send the Owner a statement confirming that the Owner is the owner of the same
number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper
instruction (including, for the avoidance of doubt, instructions through DRS and Profile as
provided in Section 2.10) from the Owner of uncertificated American Depositary Shares for the
purpose of exchanging for certificated American Depositary Shares, shall cancel those
uncertificated American Depositary Shares and deliver to the Owner the same number of certificated
American Depositary Shares.



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



     SECTION 2.05   Surrender of American Depositary Shares and Withdrawal of Deposited
Securities.



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



          A Receipt surrendered for such purposes may be required by the Depositary to be properly
endorsed in blank or accompanied by proper instruments of



- 9 -









 







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



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



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



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



          The delivery of American Depositary Shares against deposit of Shares generally or against
deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in
particular instances may be refused, or the registration of transfer of outstanding American
Depositary Shares generally may be suspended, during



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



     SECTION 2.07   Lost Receipts, etc.



          In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall
deliver to the Owner the American Depositary Shares evidenced by that Receipt in uncertificated
form or, if requested by the Owner, execute and deliver a new Receipt of like tenor in exchange and
substitution for such mutilated Receipt, upon cancellation thereof, or in lieu of and in
substitution for such destroyed, lost or stolen Receipt. Before the Depositary shall deliver
American Depositary Shares in uncertificated form or execute and deliver a new Receipt, in
substitution for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with
the Depositary (i) a request for such execution and delivery before the Depositary has notice that
the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b)
satisfied any other reasonable requirements imposed by the Depositary.



     SECTION 2.08   Cancellation and Destruction of Surrendered Receipts.



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



     SECTION 2.09   Pre-Release of American Depositary Shares.



          Notwithstanding Section 2.03 hereof, unless requested in writing by the Company to cease doing
so, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant
to Section 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.05, deliver Shares
upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such
cancellation is prior to the termination of such Pre-Release or the Depositary knows that such
American Depositary



- 11 -









 







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



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



     SECTION 2.10   DTC Direct Registration System and Profile Modification System.



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



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



- 12 -









 







and in accordance with this Deposit Agreement shall not constitute negligence or bad faith on
the part of the Depositary.




			
	ARTICLE 3.	 	CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY
SHARES





     SECTION 3.01   Filing Proofs, Certificates and Other Information.



          Any person presenting Shares for deposit or any Owner or Holder may be required from time to
time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange
control approval, or such information relating to the registration on the books of the Company or
the Foreign Registrar, if applicable, to execute such certificates and to make such representations
and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the
delivery or registration of transfer of American Depositary Shares or the distribution of any
dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such certificates are
executed or such representations and warranties made. If requested in writing, the Depositary
shall, as promptly as practicable, provide the Company, at the expense of the Company, with copies
of any such proofs, certificates or other information it receives pursuant to this section, to the
extent that disclosure is permitted under applicable law.



     SECTION 3.02   Liability of Owner for Taxes.



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



     SECTION 3.03   Warranties on Deposit of Shares.



          Every person depositing Shares under this Deposit Agreement shall be deemed thereby to
represent and warrant that such Shares and each certificate therefor, if applicable, are validly
issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding
Shares and that the person making such deposit is duly authorized so to do. Every such person
shall also be deemed to represent that the deposit of such Shares and the sale of American
Depositary Shares representing such Shares by



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that person are not restricted under the Securities Act of 1933. Such
representations and warranties shall survive the deposit of Shares and delivery of American
Depositary Shares.




			
	ARTICLE 4.	 	THE DEPOSITED SECURITIES





     SECTION 4.01   Cash Distributions.



          Whenever the Depositary shall receive any cash dividend or other cash distribution on any
Deposited Securities, the Depositary shall, subject to the provisions of Section 4.05, convert such
dividend or distribution into Dollars and shall distribute the amount thus received (net of the
fees and expenses of the Depositary as provided in Section 5.09) to the Owners entitled thereto, in
proportion to the number of American Depositary Shares representing such Deposited Securities held
by them respectively; provided, however, that in the event that the Custodian or
the Depositary shall be required to withhold and does withhold from such cash dividend or such
other cash distribution an amount on account of taxes or other governmental charges, the amount
distributed to the Owner of the American Depositary Shares representing such Deposited Securities
shall be reduced accordingly. The Depositary shall distribute only such amount, however, as can be
distributed without attributing to any Owner a fraction of one cent. Any such fractional amounts
shall be rounded to the nearest whole cent and so distributed to Owners entitled thereto. The
Company or its agent will remit to the appropriate governmental agency in each applicable
jurisdiction all amounts withheld and owing to such agency. The Depositary will forward to the
Company or its agent such information from its records as the Company may reasonably request to
enable the Company or its agent to file necessary reports with governmental agencies, and the
Depositary or the Company or its agent may file any such reports necessary to obtain benefits under
the applicable tax treaties for the Owners.



     SECTION 4.02   Distributions Other Than Cash, Shares or Rights.



          Subject to the provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any
distribution other than a distribution described in Section 4.01, 4.03 or 4.04, the Depositary
shall cause the securities or property received by it to be distributed to the Owners entitled
thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or
other governmental charges, in proportion to the number of American Depositary Shares representing
such Deposited Securities held by them respectively, in any manner that the Depositary may deem
equitable and practicable for accomplishing such distribution; provided, however, that if in the
opinion of the Depositary such distribution cannot be made proportionately among the Owners
entitled thereto, or if for any other reason (including, but not limited to, any requirement that
the Company or the Depositary withhold an amount on account of taxes or other governmental charges
or that such securities must be registered under the Securities Act of 1933 in order to be
distributed to Owners or Holders) the Depositary deems such distribution not to be feasible, the
Depositary may adopt such method as it may deem



- 14 -









 







equitable and practicable for the purpose of effecting such distribution, including, but not
limited to, the public or private sale of the securities or property thus received, or any part
thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as
provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled thereto,
all in the manner and subject to the conditions described in Section 4.01. The Depositary may
withhold any distribution of securities under this Section 4.02 if it has not received reasonably
satisfactory assurances from the Company that the distribution does not require registration under
the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of
securities or other property it would otherwise distribute under this Section 4.02 that is
sufficient to pay its fees and expenses in respect of that distribution.



     SECTION 4.03   Distributions in Shares.



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



     SECTION 4.04   Rights.



          In the event that the Company shall offer or cause to be offered to the holders of any
Deposited Securities any rights to subscribe for additional Shares or any rights of any other
nature, the Depositary shall have discretion as to the procedure to be followed in making such
rights available to any Owners or in disposing of such rights on behalf of any Owners and making
the net proceeds available to such Owners or, if by the terms of such rights offering or for any
other reason, the Depositary may not either make such rights available to any Owners or dispose of
such rights and make the net proceeds



- 15 -









 







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



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



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



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



- 16 -









 







any distinctions among such Owners because of exchange restrictions or the date of delivery of
any American Depositary Shares or otherwise.



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



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



     SECTION 4.05   Conversion of Foreign Currency.



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



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



          If at any time the Depositary shall determine that in its judgment any foreign currency
received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars
transferable to the United States, or if any approval or




- 17 -











 





license of any government or agency thereof which is required for such conversion is denied or
in the opinion of the Depositary is not obtainable, or if any such approval or license is not
obtained within a reasonable period as determined by the Depositary, the Depositary may distribute
the foreign currency (or an appropriate document evidencing the right to receive such foreign
currency) received by the Depositary to, or in its discretion may hold such foreign currency
uninvested and without liability for interest thereon for the respective accounts of, the Owners
entitled to receive the same.



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



     SECTION 4.06   Fixing of Record Date.



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



     SECTION 4.07   Voting of Deposited Securities.



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



- 18 -









 







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



          In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise
of voting rights relating to Deposited Securities, if the Company will request the Depositary to
act under this Section 4.07, the Company shall give the Depositary notice of any such meeting and
details concerning the matters to be voted upon not less than 30 days prior to the meeting date.



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



     SECTION 4.08   Changes Affecting Deposited Securities.



          Upon any change in nominal value, change in par value, split-up, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or
consolidation or sale of assets affecting the Company or to which it is a party, or upon the
redemption or cancellation by the Company of the Deposited Securities, any securities, cash or
property which shall be



- 19 -









 







received by the Depositary or a Custodian in exchange for, in conversion
of, in lieu of or in respect of Deposited Securities, shall be treated as new Deposited Securities
under this Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to
the existing Deposited Securities, the right to receive the new Deposited Securities so received,
unless additional American Depositary Shares are delivered pursuant to the following sentence. In
any such case the Depositary may deliver additional American Depositary Shares as in the case of a
dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new
Receipts specifically describing such new Deposited Securities.



     SECTION 4.09   Reports.



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



     SECTION 4.10   Lists of Owners.



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



     SECTION 4.11   Withholding.



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



- 20 -









 






			
	ARTICLE 5.	 	THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY





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



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



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



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



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



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



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



- 21 -









 







any Owner or Holder to
benefit from any distribution, offering, right or other benefit which is made available to holders
of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to
Owners or Holders, or (v) for any special, consequential or punitive damages for any breach of the
terms of this Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.01,
4.02 or 4.03, or an offering or distribution pursuant to Section 4.04, or for any other reason,
such distribution or offering may not be made available to Owners, and the Depositary may not
dispose of such distribution or offering on behalf of such Owners and make the net proceeds
available to such Owners, then the Depositary shall not make such distribution or offering, and
shall allow any rights, if applicable, to lapse.



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



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



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



          Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute
or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect
of the American Depositary Shares on behalf of any Owner or Holder or any other person.



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



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



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



- 22 -









 





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



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



     SECTION 5.04   Resignation and Removal of the Depositary.



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



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



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



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



     SECTION 5.05   The Custodians.



          The Custodian shall be subject at all times and in all respects to the directions of the
Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from
its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days
prior to the date on which such resignation is to become



- 23 -









 







effective. If upon such resignation there
shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice,
appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian
hereunder. The Depositary in its discretion may appoint a substitute or additional custodian or
custodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the
Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested
of it to any other Custodian or such substitute or additional custodian or custodians. Each such
substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment,
an acceptance of such appointment satisfactory in form and substance to the Depositary.



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



     SECTION 5.06 Notices and Reports.



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



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



     SECTION 5.07   Distribution of Additional Shares, Rights, etc.



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



- 24 -









 







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



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



     SECTION 5.08   Indemnification.



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



          The indemnities contained in the preceding paragraph shall not extend to any liability or
expense which arises solely and exclusively out of a Pre-Release (as defined in Section 2.09) of
American Depositary Shares in accordance with Section 2.09 and which would not otherwise have
arisen had such American Depositary Shares not been the subject of a Pre-Release pursuant to
Section 2.09; provided, however, that the indemnities provided in the preceding paragraph shall
apply to any such liability or expense (i) to the extent that such liability or expense would have
arisen had American Depositary Shares not been the subject of a Pre-Release, or (ii) which may
arise out of any misstatement or alleged misstatement or omission or alleged omission in any



- 25 -









 







registration statement, proxy statement, prospectus (or placement memorandum), or preliminary
prospectus (or preliminary placement memorandum) relating to the offer or sale of American
Depositary Shares, except to the extent any such liability or expense arises out of (i) information
relating to the Depositary or any Custodian (other than the Company), as applicable, furnished in
writing and not materially changed or altered by the Company expressly for use in any of the
foregoing documents, or, (ii) if such information is provided, the failure to state a material fact
necessary to make the information provided not misleading.



          The Depositary agrees to indemnify the Company, its directors, employees, agents and
affiliates and hold them harmless from any liability or expense (including, but not limited to any
fees and expenses incurred in seeking, enforcing or collecting such indemnity and the reasonable
fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary or
its Custodian or their respective directors, employees, agents and affiliates due to their
negligence or bad faith.



     SECTION 5.09   Charges of Depositary.



          The Company agrees to pay the fees and out-of-pocket expenses of the Depositary and those of
any Registrar only in accordance with agreements in writing entered into between the Depositary and
the Company from time to time. Except as otherwise provided in the following paragraph, the
charges and expenses of the Custodian are for the sole account of the Depositary.



          The following charges shall be incurred by any party depositing or withdrawing Shares or by
any party surrendering American Depositary Shares or to whom American Depositary Shares are issued
(including, without limitation, issuance pursuant to a stock dividend or stock split declared by
the Company or an exchange of stock regarding the American Depositary Shares or Deposited
Securities or a delivery of American Depositary Shares pursuant to Section 4.03), or by Owners, as
applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time
to time be in effect for the registration of transfers of Shares generally on the Share register of
the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the
Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals
hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in
this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of
foreign currency pursuant to Section 4.05, (5) a fee of $5.00 or less per 100 American Depositary
Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section
2.03, 4.03 or 4.04 and the surrender of American Depositary Shares pursuant to Section 2.05 or
6.02, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash
distribution made pursuant to this Deposit Agreement, including, but not limited to Sections 4.01
through 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.02, such
fee being in an amount equal to the fee for the execution and delivery



- 26 -









 







of American Depositary
Shares referred to above which would have been charged as a result of the deposit of such
securities (for purposes of this clause 7 treating all such securities as if they were Shares) but
which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee
charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof)
per annum for depositary services, which will be payable as provided in clause 9 below, and (9) any
other charges payable by the Depositary, any of the Depositary’s agents, including the Custodian,
or the agents of the Depositary’s agents in connection with the servicing of Shares or other
Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by
the Depositary in accordance with Section 4.06 and shall be payable at the sole discretion of the
Depositary by billing such Owners for such charge or by deducting such charge from one or more cash
dividends or other cash distributions).



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



     SECTION 5.10   Retention of Depositary Documents.



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



     SECTION 5.11   Exclusivity.



          Subject to Sections 5.04 and 6.02, The Company agrees not to appoint any other depositary for
issuance of American or global depositary shares or receipts so long as The Bank of New York Mellon
is acting as Depositary hereunder.



     SECTION 5.12   List of Restricted Securities Owners.



          From time to time, the Company shall provide to the Depositary a list setting forth, to the
actual knowledge of the Company, those persons or entities who beneficially own Restricted
Securities and the Company shall update that list on a regular basis. The Company agrees to advise
in writing each of the persons or entities so listed that such Restricted Securities are ineligible
for deposit hereunder. The Depositary may rely on such a list or update but shall not be liable
for any action or omission made in reliance thereon.




- 27 -











 






			
	ARTICLE 6.	 	AMENDMENT AND TERMINATION





     SECTION 6.01   Amendment.



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



     SECTION 6.02   Termination.



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



- 28 -









 







together with any dividends or other distributions received with respect thereto and the net
proceeds of the sale of any rights or other property, upon surrender of American Depositary Shares
(after deducting, in each case, the fee of the Depositary for the surrender of American Depositary
Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance
with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental
charges).



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




			
	ARTICLE 7.	 	MISCELLANEOUS





     SECTION 7.01   Counterparts.



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



     SECTION 7.02   No Third Party Beneficiaries.



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



     SECTION 7.03   Severability.



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



- 29 -









 





     SECTION 7.04   Owners and Holders as Parties; Binding Effect.



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



     SECTION 7.05   Notices.



          Any and all notices to be given to the Company shall be deemed to have been duly given if
personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter,
addressed to E-Commerce China Dangdang Inc., 4/F, Tower C, The 5th Square, No. 7, Chaoyangmen North
Avenue, Dongcheng District, Beijing 100010, People’s Republic of China, Attention: Chief Financial
Officer, or any other place to which the Company may have transferred its principal office with
notice to the Depositary.



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



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



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



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



          The Company hereby (i) irrevocably designates and appoints Law Debenture Corporate Services
Inc., in the State of New York, as the Company’s authorized agent upon which process may be served
in any suit or proceeding arising out



- 30 -









 







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



          EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND
HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE
DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED
SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT
LIMITATION, ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).



     SECTION 7.07   Waiver of Immunities.



          To the extent that the Company or any of its properties, assets or revenues may have or may
hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of
sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief
in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from
service of process, from attachment upon or prior to judgment, from attachment in aid of execution
or judgment, or from execution of judgment, or other legal process or proceeding for the giving of
any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at
any time be commenced, with respect to its obligations, liabilities or any other matter under or
arising out of or in connection with the Shares or Deposited Securities, the American Depositary
Shares, the Receipts or this Agreement, the Company, to the fullest extent



- 31 -









 







permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or
claim, any such immunity and consents to such relief and enforcement.



     SECTION 7.08     Governing Law.



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



- 32 -









 





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




	 	 	 	 	 
	 	E-COMMERCE CHINA DANGDANG INC.

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

as Depositary

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



- 33 -









 






	 	 	 	 	 



EXHIBIT A




AMERICAN DEPOSITARY SHARES

(Each American Depositary Share represents

five deposited Shares)




THE BANK OF NEW YORK MELLON

AMERICAN DEPOSITARY RECEIPT

FOR CLASS A COMMON SHARES

OF

E-COMMERCE CHINA DANGDANG INC.

(INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS)





          The Bank of New York Mellon, as depositary (hereinafter called the “Depositary”), hereby
certifies that
_____________________________________________, or registered assigns IS THE OWNER OF_______________________________



AMERICAN DEPOSITARY SHARES



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




THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS

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




- 1 -









 








1.   THE DEPOSIT AGREEMENT.



     This American Depositary Receipt is one of an issue (herein called “Receipts”), all issued and
to be issued upon the terms and conditions set forth in the deposit agreement dated as of
                    , 2010 (herein called the “Deposit Agreement”) among the Company, the Depositary and all
Owners and Holders from time to time of American Depositary Shares issued thereunder, each of whom
by accepting American Depositary Shares agrees to become a party thereto and become bound by all
the terms and conditions thereof. The Deposit Agreement sets forth the rights of Owners and
Holders and the rights and duties of the Depositary in respect of the Shares deposited thereunder
and any and all other securities, property and cash from time to time received in respect of such
Shares and held thereunder (such Shares, securities, property, and cash are herein called
“Deposited Securities”). Copies of the Deposit Agreement are on file at the Depositary’s Corporate
Trust Office in New York City and at the office of the Custodian.



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



2.   SURRENDER OF AMERICAN DEPOSITARY SHARES AND WITHDRAWAL OF DEPOSITED SECURITIES.



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



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



     Transfers of American Depositary Shares may be registered on the books of the Depositary by
the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary
Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case
of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt,
instructions through DRS and Profile as provided in Section 2.10 of the Deposit Agreement), in the
case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable
transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if
any, as the



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



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



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Act of 1933,
unless a registration statement is in effect as to such Shares for such offer and sale.



4.   LIABILITY OF OWNER FOR TAXES.



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



5.   WARRANTIES ON DEPOSIT OF SHARES.



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



6.   FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.



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




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7.   CHARGES OF DEPOSITARY.



     The following charges shall be incurred by any party depositing or withdrawing Shares or by
any party surrendering American Depositary Shares or to whom American Depositary Shares are issued
(including, without limitation, issuance pursuant to a stock dividend or stock split declared by
the Company or an exchange of stock regarding the American Depositary Shares or Deposited
Securities or a delivery of American Depositary Shares pursuant to Section 4.03 of the Deposit
Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such
registration fees as may from time to time be in effect for the registration of transfers of Shares
generally on the Share register of the Company or Foreign Registrar and applicable to transfers of
Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the
making of deposits or withdrawals under the terms of the Deposit Agreement, (3) such cable, telex
and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such
expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to
Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary
Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section
2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of American Depositary Shares
pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) a fee of $.05 or less per American
Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit
Agreement, including, but not limited to Sections 4.01 through 4.04 of the Deposit Agreement, (7) a
fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee
being in an amount equal to the fee for the execution and delivery of American Depositary Shares
referred to above which would have been charged as a result of the deposit of such securities (for
purposes of this clause 7 treating all such securities as if they were Shares) but which securities
are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under
clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for
depositary services, which will be payable as provided in clause 9 below, and (9) any other charges
payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents
of the Depositary’s agents in connection with the servicing of Shares or other Deposited Securities
(which charge shall be assessed against Owners as of the date or dates set by the Depositary in
accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion
of the Depositary by billing such Owners for such charge or by deducting such charge from one or
more cash dividends or other cash distributions).



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



8.   PRE-RELEASE OF RECEIPTS.



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



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



9.   TITLE TO RECEIPTS.



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



10.   VALIDITY OF RECEIPT.



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



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shall have been appointed and such Receipts are countersigned by the manual signature of a
duly authorized officer of the Registrar.



11.   REPORTS; INSPECTION OF TRANSFER BOOKS.



     The Company is subject to the periodic reporting requirements of the Securities Exchange Act
of 1934 and, accordingly, files reports with the Commission. Those reports will be available for
inspection and copying through the Commission’s EDGAR system on
the Internet at www.sec.gov or at
public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington,
D.C. 20549.



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



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



12.   DIVIDENDS AND DISTRIBUTIONS.



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



- 7 -









 





     Subject to the provisions of Section 4.11 and 5.09 of the Deposit Agreement, whenever the
Depositary receives any distribution other than a distribution described in Section 4.01, 4.03 or
4.04 of the Deposit Agreement, the Depositary will cause the securities or property received by it
to be distributed to the Owners entitled thereto, in any manner that the Depositary may deem
equitable and practicable for accomplishing such distribution; provided, however,
that if in the opinion of the Depositary such distribution cannot be made proportionately among the
Owners of Receipts entitled thereto, or if for any other reason the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and
practicable for the purpose of effecting such distribution, including, but not limited to, the
public or private sale of the securities or property thus received, or any part thereof, and the
net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in
Article 7 hereof and Section 5.09 of the Deposit Agreement) will be distributed by the Depositary
to the Owners of Receipts entitled thereto all in the manner and subject to the conditions
described in Section 4.01 of the Deposit Agreement. The Depositary may withhold any distribution
of securities under Section 4.02 of the Deposit Agreement if it has not received reasonably
satisfactory assurances from the Company that the distribution does not require registration under
the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of
securities or other property it would otherwise distribute under this Article that is sufficient to
pay its fees and expenses in respect of that distribution.



     If any distribution consists of a dividend in, or free distribution of, Shares, the Depositary
may, and shall if the Company so requests in writing, deliver to the Owners entitled thereto, an
aggregate number of American Depositary Shares representing the amount of Shares received as such
dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with
respect to the deposit of Shares and issuance of American Depositary Shares, including withholding
of any tax or governmental charge as provided in Section 4.11 of the Deposit Agreement and
deduction or payment of the fees and expenses of the Depositary as provided in Article 7 hereof and
Section 5.09 of the Deposit Agreement (and the Depositary may sell, by public or private sale, an
amount of Shares received sufficient to pay its fees and expenses in respect of that
distribution). The Depositary may withhold any such delivery of American Depositary Shares if it
has not received reasonably satisfactory assurances from the Company that such distribution does
not require registration under the Securities Act of 1933. In lieu of delivering fractional
American Depositary Shares in any such case, the Depositary will sell the amount of Shares
represented by the aggregate of such fractions and distribute the net proceeds, all in the manner
and subject to the conditions described in Section 4.01 of the Deposit Agreement. If additional
American Depositary Shares are not so delivered, each American Depositary Share shall thenceforth
also represent the additional Shares distributed upon the Deposited Securities represented thereby.



     In the event that the Depositary determines that any distribution in property (including
Shares and rights to subscribe therefor) is subject to any tax or other



- 8 -









 







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



13.   RIGHTS.



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



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



     If the Depositary has distributed warrants or other instruments for rights to all or certain
Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to
the Depositary from such Owner to exercise such rights, upon payment by such Owner to the
Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to
be received upon the exercise of the rights, and upon payment of the fees and expenses of the
Depositary and any other charges as set forth in such warrants or other instruments, the Depositary
shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall
cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent
for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to
Section 2.02 of the Deposit Agreement, and shall, pursuant to Section 2.03 of



- 9 -









 







the Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a distribution
pursuant to the second paragraph of this Article 13, such deposit shall be made, and depositary
shares shall be delivered, under depositary arrangements which provide for issuance of depositary
shares subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under
applicable United States laws.



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



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



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



14.   CONVERSION OF FOREIGN CURRENCY.



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



- 10 -









 







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



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



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



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



15.   RECORD DATES.



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



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16.   VOTING OF DEPOSITED SECURITIES.



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



     In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise
of voting rights relating to Deposited Securities, if the Company will request the Depositary to
act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of
any such meeting or solicitation and details concerning the matters to be voted upon not less than
45 days prior to the meeting date.



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



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17.   CHANGES AFFECTING DEPOSITED SECURITIES.



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



18.   LIABILITY OF THE COMPANY AND DEPOSITARY.



          Neither the Depositary nor the Company nor any of their respective directors, employees,
agents or affiliates shall incur any liability to any Owner or Holder, (i) if by reason of any
provision of any present or future law or regulation of the United States or any other country, or
of any governmental or regulatory authority, or by reason of any provision, present or future, of
the articles of association or any similar document of the Company, or by reason of any provision
of any securities issued or distributed by the Company, or any offering or distribution thereof, or
by reason of any act of God or war or terrorism or other circumstances beyond its control, the
Depositary or the Company shall be prevented, delayed or forbidden from or be subject to any civil
or criminal penalty on account of doing or performing any act or thing which by the terms of the
Deposit Agreement or Deposited Securities it is provided shall be done or performed, (ii) by reason
of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which
by the terms of the Deposit Agreement it is provided shall or may be done or performed, (iii) by
reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit
Agreement, (iv) for the inability of any Owner or Holder to benefit from any distribution,
offering, right or other benefit which is made available to holders of Deposited Securities but is
not, under the terms of the Deposit Agreement, made available to Owners or Holders, or (v) for any
special, consequential or punitive damages for any breach of the terms of the Deposit Agreement.
Where, by the terms of a distribution pursuant to Section 4.01, 4.02 or 4.03 of the Deposit
Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for
any other reason, such distribution or offering may not be made available to Owners of Receipts,
and the Depositary may not dispose of such distribution or offering on behalf of such Owners and
make the net proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company
nor the Depositary assumes any



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obligation or shall be subject to any liability under the Deposit Agreement to Owners or
Holders, except that they agree to perform their obligations specifically set forth in the Deposit
Agreement without negligence or bad faith. The Depositary shall not be subject to any liability
with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the
Company shall be under any obligation to appear in, prosecute or defend any action, suit, or other
proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares,
on behalf of any Owner or Holder or other person. Neither the Depositary nor the Company shall be
liable for any action or nonaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Owner or Holder, or any other
person believed by it in good faith to be competent to give such advice or information. The
Depositary shall not be liable for any acts or omissions made by a successor depositary whether in
connection with a previous act or omission of the Depositary or in connection with a matter arising
wholly after the removal or resignation of the Depositary, provided that in connection with the
issue out of which such potential liability arises, the Depositary performed its obligations
without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable
for the acts or omissions of any securities depository, clearing agency or settlement system in
connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The
Depositary shall not be responsible for any failure to carry out any instructions to vote any of
the Deposited Securities or for the manner in which any such vote is cast or the effect of any such
vote, provided that any such action or nonaction is in good faith.



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



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



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



20.   AMENDMENT.



     The form of the Receipts and any provisions of the Deposit Agreement may at any time and from
time to time be amended by agreement between the Company and the Depositary without the consent of
Owners or Holders in any respect which they may deem necessary or desirable. Any amendment which
shall impose or increase any fees or



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charges (other than taxes and other governmental charges, registration fees, cable, telex
or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise
prejudice any substantial existing right of Owners, shall, however, not become effective as to
outstanding American Depositary Shares until the expiration of thirty days after notice of such
amendment shall have been given to the Owners of outstanding American Depositary Shares. Every
Owner and Holder of American Depositary Shares, at the time any amendment so becomes effective,
shall be deemed, by continuing to hold such American Depositary Shares or any interest therein, to
consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In
no event shall any amendment impair the right of the Owner to surrender American Depositary Shares
and receive therefor the Deposited Securities represented thereby, except in order to comply with
mandatory provisions of applicable law.



21.   TERMINATION OF DEPOSIT AGREEMENT.



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



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



22.   DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.



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



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




23.   ARBITRATION; SETTLEMENT OF DISPUTES.


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     (a) Any controversy, claim or cause of action brought by any party hereto against the Company
arising out of or relating to the Shares or other Deposited Securities, the American Depositary
Shares, the Receipts or the Deposit Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the International Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof; provided, however, that in the event of any
third-party litigation to which the Depositary is a party and to which the Company may properly be
joined, the Company may be so joined in any court in which such litigation is proceeding; and
provided, further, that any such controversy, claim or cause of action brought by a
party hereto against the Company relating to or based upon the provisions of the Federal securities
laws of the United States or the rules and regulations promulgated thereunder shall be submitted to
arbitration as provided in Section 7.06 of the Deposit Agreement if, but only if, so elected by the
claimant.



     The place of the arbitration shall be The City of New York, State of New York, United States
of America, and the language of the arbitration shall be English.



     The number of arbitrators shall be three, each of whom shall be disinterested in the dispute
or controversy, shall have no connection with any party thereto, and shall be an attorney
experienced in international securities transactions. Each party shall appoint one arbitrator and
the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal.
If a dispute, controversy or cause of action shall involve more than two parties, the parties
shall attempt to align themselves in two sides (i.e., claimant(s) and respondent(s)), each of which
shall appoint one arbitrator as if there were only two parties to such dispute, controversy or
cause of action. If such alignment and appointment shall not have occurred within thirty (30)
calendar days after the initiating party serves the arbitration demand, the American Arbitration
Association shall appoint the three arbitrators, each of whom shall have the qualifications
described above. The parties and the American Arbitration Association may appoint from among the
nationals of any country, whether or not a party is a national of that country.



     The arbitral tribunal shall have no authority to award any consequential, special or punitive
damages or other damages not measured by the prevailing party’s actual damages and may not, in any
event, make any ruling, finding or award that does not conform to the terms and conditions of this
Deposit Agreement.



     (b) Any controversy, claim or cause of action arising out of or relating to the Shares or
other Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement
not subject to arbitration under Section 7.06 of the Deposit Agreement shall be litigated in the
Federal and state courts in the Borough of Manhattan, The City of New York and the Company hereby
submits to the personal jurisdiction of the court in which such action or proceeding is brought.



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



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



     EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER)
THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE
AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION, ANY QUESTION
REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).



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




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