Exhibit
4.1

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	  
      	  
      	 	
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                                                                    1.

                                                                  	
                                                                    Certain
      Definitions

                                                                  	 	
                                                                    1

                                                                  
	 
      	
                                                                    (a)

                                                                  	
                                                                    ADR
      Register

                                                                  	 	
                                                                    1

                                                                  
	 
      	
                                                                    (b)

                                                                  	
                                                                    ADRs;
      Direct Registration ADRs

                                                                  	 	
                                                                    1

                                                                  
	 
      	
                                                                    (c)

                                                                  	
                                                                    ADS

                                                                  	 	
                                                                    1

                                                                  
	 
      	
                                                                    (d)

                                                                  	
                                                                    Custodian

                                                                  	 	
                                                                    1

                                                                  
	 
      	
                                                                    (e)

                                                                  	
                                                                    Deliver,
      execute, issue et al.

                                                                  	 	
                                                                    1

                                                                  
	 
      	
                                                                    (f)

                                                                  	
                                                                    Deliver
      Order

                                                                  	 	
                                                                    1

                                                                  
	 
      	
                                                                    (g)

                                                                  	
                                                                    Deposited
      Securities

                                                                  	 	
                                                                    1

                                                                  
	 
      	
                                                                    (h)

                                                                  	
                                                                    Direct
      Registration System

                                                                  	 	
                                                                    1

                                                                  
	 
      	
                                                                    (i)

                                                                  	
                                                                    Holder

                                                                  	 	
                                                                    2

                                                                  
	 
      	
                                                                    (j)

                                                                  	
                                                                    Securities
      Act of 1933

                                                                  	 	
                                                                    2

                                                                  
	 
      	
                                                                    (k)

                                                                  	
                                                                    Securities
      Exchange Act of 1934

                                                                  	 	
                                                                    2

                                                                  
	 
      	
                                                                    (l)

                                                                  	
                                                                    Shares

                                                                  	 	
                                                                    2

                                                                  
	 
      	
                                                                    (m)

                                                                  	
                                                                    Transfer
      Office

                                                                  	 	
                                                                    2

                                                                  
	 
      	
                                                                    (n)

                                                                  	
                                                                    Withdrawal
      Order

                                                                  	 	
                                                                    2

                                                                  
	
                                                                    2.

                                                                  	
                                                                    ADRs

                                                                  	 	
                                                                    2

                                                                  
	
                                                                    3.

                                                                  	
                                                                    Deposit
      of Shares

                                                                  	 	
                                                                    3

                                                                  
	
                                                                    4.

                                                                  	
                                                                    Issue
      of ADRs

                                                                  	 	
                                                                    3

                                                                  
	
                                                                    5.

                                                                  	
                                                                    Distributions
      on Deposited Securities

                                                                  	 	
                                                                    3

                                                                  
	
                                                                    6.

                                                                  	
                                                                    Withdrawal
      of Deposited Securities

                                                                  	 	
                                                                    3

                                                                  
	
                                                                    7.

                                                                  	
                                                                    Substitution
      of ADRs

                                                                  	 	
                                                                    4

                                                                  
	
                                                                    8.

                                                                  	
                                                                    Cancellation
      and Destruction of ADRs

                                                                  	 	
                                                                    4

                                                                  
	
                                                                    9.

                                                                  	
                                                                    The
      Custodian

                                                                  	 	
                                                                    4

                                                                  
	
                                                                    10.

                                                                  	
                                                                    Co-Registrars
      and Co-Transfer Agents

                                                                  	 	
                                                                    4

                                                                  
	
                                                                    11.

                                                                  	
                                                                    Lists
      of Holders

                                                                  	 	
                                                                    4

                                                                  
	
                                                                    12.

                                                                  	
                                                                    Depositary’s
      Agents

                                                                  	 	
                                                                    4

                                                                  
	
                                                                    13.

                                                                  	
                                                                    Successor
      Depositary

                                                                  	 	
                                                                    5

                                                                  
	
                                                                    14.

                                                                  	
                                                                    Reports

                                                                  	 	
                                                                    5

                                                                  
	
                                                                    15.

                                                                  	
                                                                    Additional
      Shares

                                                                  	 	
                                                                    6

                                                                  
	
                                                                    16.

                                                                  	
                                                                    Indemnification

                                                                  	 	
                                                                    6

                                                                  
	
                                                                    17.

                                                                  	
                                                                    Notices

                                                                  	 	
                                                                    6

                                                                  
	
                                                                    18.

                                                                  	
                                                                    Miscellaneous

                                                                  	 	
                                                                    7

                                                                  
	
                                                                    19.

                                                                  	
                                                                    Consent
      to Jurisdiction

                                                                  	 	
                                                                    7

                                                                  


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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    EXHIBIT
A

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	 
      	 	
                                                Page

                                              
	 
      	 
      	 	 
      
	
                                                FORM
      OF FACE OF ADR

                                              	 	
                                                A-1

                                              
	 	 	 
	
                                                Introductory
      Paragraph

                                              	 	
                                                A-1

                                              
	 	 	 	 
	
                                                (1)

                                              	
                                                Issuance
      of ADRs and Pre-Release of ADRs

                                              	 	
                                                A-1

                                              
	
                                                (2)

                                              	
                                                Withdrawal
      of Deposited Securities

                                              	 	
                                                A-3

                                              
	
                                                (3)

                                              	
                                                Transfers
      of ADRs

                                              	 	
                                                A-3

                                              
	
                                                (4)

                                              	
                                                Certain
      Limitations

                                              	 	
                                                A-4

                                              
	
                                                (5)

                                              	
                                                Taxes

                                              	 	
                                                A-4

                                              
	
                                                (6)

                                              	
                                                Disclosure
      of Interests

                                              	 	
                                                A-5

                                              
	
                                                (7)

                                              	
                                                Charges
      of Depositary

                                              	 	
                                                A-5

                                              
	
                                                (8)

                                              	
                                                Available
      Information

                                              	 	
                                                A-6

                                              
	
                                                (9)

                                              	
                                                Execution

                                              	 	
                                                A-6

                                              
	 	 	 
	
                                                Signature
      of Depositary

                                              	 	
                                                 A-6

                                              
	 	 	 
	
                                                Address
      of Depositary’s Office

                                              	 	
                                                 A-6

                                              
	 	 	 
	
                                                FORM
      OF REVERSE OF ADR

                                              	 	
                                                 A-7

                                              
	 	 	 	 
	
                                                (10)

                                              	
                                                Distributions
      on Deposited Securities

                                              	 	
                                                A-7

                                              
	
                                                (11)

                                              	
                                                Record
      Dates

                                              	 	
                                                A-8

                                              
	
                                                (12)

                                              	
                                                Voting
      of Deposited Securities

                                              	 	
                                                A-8

                                              
	
                                                (13)

                                              	
                                                Changes
      Affecting Deposited Securities

                                              	 	
                                                A-8

                                              
	
                                                (14)

                                              	
                                                Exoneration

                                              	 	
                                                A-9

                                              
	
                                                (15)

                                              	
                                                Resignation
      and Removal of Depositary; the Custodian

                                              	 	
                                                A-10

                                              
	
                                                (16)

                                              	
                                                Amendment

                                              	 	
                                                A-10

                                              
	
                                                (17)

                                              	
                                                Termination

                                              	 	
                                                A-11

                                              
	
                                                (18)

                                              	
                                                Appointment

                                              	 	
                                                A-11

                                              
	
                                                (19)

                                              	
                                                Waiver

                                              	 	
                                                A-12

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

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

       

      1.         
   Certain
Definitions.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      (i)           “Holder” means the
person or persons in whose name an ADR is registered on the ADR
Register.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

      8.           Cancellation and Destruction
of ADRs.  All
ADRs surrendered to the Depositary shall be cancelled by the
Depositary.  The Depositary is authorized to destroy ADRs in
certificated form so cancelled in accordance with its customary
practices.

       

      9.           The
Custodian.  Any
Custodian in acting hereunder shall be subject to the directions of the
Depositary and shall be responsible solely to it.  The Depositary
reserves the right to add, replace or remove a Custodian.  The
Depositary will give prompt notice of any such action, which will be advance
notice if practicable.

       

      Any
Custodian may resign from its duties hereunder by at least 30 days written
notice to the Depositary.  The Depositary may discharge any Custodian
at any time upon notice to the Custodian being discharged.  Any
Custodian ceasing to act hereunder as Custodian shall deliver, upon the
instruction of the Depositary, all Deposited Securities held by it to a
Custodian continuing to act.

       

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

       

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

       

      12.         Depositary’s
Agents.  The
Depositary may perform its obligations under this Deposit Agreement through any
agent appointed by it, provided that the Depositary shall notify the Company of
such appointment and shall remain responsible for the performance of such
obligations as if no agent were appointed, subject to paragraph (14) of the form
of ADR.

       

      
        
          
          

        

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

       

      14.           Reports.  On
or before the first date on which the Company makes any communication available
to holders of Deposited Securities or any securities regulatory authority or
stock exchange, by publication or otherwise, the Company shall transmit to the
Depositary a copy thereof in English or with an English translation or
summary.  The Company has delivered to the Depositary, the Custodian
and any Transfer Office, a copy of all provisions of or governing the Shares and
any other Deposited Securities issued by the Company or any affiliate of the
Company and, promptly upon any change thereto, the Company shall deliver to the
Depositary, the Custodian and any Transfer Office, a copy (in English or with an
English translation) of such provisions as so changed.  The Depositary
and its agents may rely upon the Company’s delivery of all such communications,
information and provisions  for all purposes of this Deposit Agreement
and the Depositary shall have no liability for the accuracy or completeness of
any thereof.

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          - 6
-

          
            

          

        

        
          
          

        

      

       

      

       

      (a)          JPMorgan
Chase Bank, N.A.

      
        1 Chase
Manhattan Plaza, Floor 58

      

      
        New York,
NY  10005-1401

      

      Attention:  ADR
Administration

      Fax:  (212)
552-6650

       

      (b)          Ossen
Innovation Co., Ltd.

      518
Shangcheng Road, Floor 17

      Shanghai,
200120

      People’s
Republic of China

      Attention:  [CONTACT
PERSON]

      Fax:  [FACSIMILE]

       

      18.           Miscellaneous.  This
Deposit Agreement is for the exclusive benefit of the Company, the Depositary,
the Holders, and their respective successors hereunder, and shall not give any
legal or equitable right, remedy or claim whatsoever to any other
person.  The Holders and owners of ADRs from time to time shall be
parties to this Deposit Agreement and shall be bound by all of the provisions
hereof.  If any such provision is invalid, illegal or unenforceable in
any respect, the remaining provisions shall in no way be affected
thereby.  This Deposit Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
constitute one instrument.  The Depositary and the Custodian(s)
hereunder may use third party delivery services and providers of information
regarding matters such  voting, corporate actions and class action
litigation and use local agents to provide extraordinary services such as
attendance at annual meetings.  Although the Depositary will use
reasonable care in the selection and retention of such third party providers and
local agents, it will not be responsible for any errors or omissions made by
them in providing the relevant information or services.

       

      19.           Consent to
Jurisdiction.  The
Company irrevocably agrees that any legal suit, action or proceeding against the
Company brought by the Depositary or any Holder, arising out of or based upon
this Deposit Agreement or the transactions contemplated hereby, may be
instituted in any state or federal court in New York, New York, and irrevocably
waives any objection which it may now or hereafter have to the laying of venue
of any such proceeding, and irrevocably submits to the non-exclusive
jurisdiction of such courts in any such suit, action or
proceeding.  The Company also irrevocably agrees that any legal suit,
action or proceeding against the Depositary brought by the Company, arising out
of or based upon this Deposit Agreement or the transactions contemplated hereby,
may only be instituted in a state or federal court in New York, New
York.  The Company has appointed _________________________, New York,
New York, as its authorized agent (the “Authorized Agent”) upon which process
may be served in any such action arising out of or based on this Deposit
Agreement or the transactions contemplated hereby which may be instituted in any
state or federal court in New York, New York by the Depositary or any Holder,
and waives any other requirements of or objections to personal jurisdiction with
respect thereto.  The Company represents and warrants that the
Authorized Agent has agreed to act as said agent for service of process, and the
Company agrees to take any and all action, including the filing of any and all
documents and instruments, that may be necessary to continue such appointment in
full force and effect as aforesaid.  The Company further hereby
irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents in any suit, action or proceeding against the
Company, by service by mail of a copy thereof upon the Authorized Agent (whether
or not the appointment of such Authorized Agent shall for any reason prove to be
ineffective or such Authorized Agent shall fail to accept or acknowledge such
service), with a copy mailed to the Company by registered or certified air mail,
postage prepaid, to its address provided in Section 17(b) hereof.  The
Company agrees that the failure of the Authorized Agent to give any notice of
such service to it shall not impair or affect in any way the validity of such
service or any judgment rendered in any action or proceeding based
thereon.  If, for any reason, the Authorized Agent named above or its
successor shall no longer serve as agent of the Company to receive service of
process in New York, the Company shall promptly appoint a successor acceptable
to the Depositary, so as to serve and will promptly advise the Depositary
thereof.  In the event the Company fails to continue such designation
and appointment in full force and effect, the Company hereby waives personal
service of process upon it and consents that any such service of process may be
made by certified or registered mail, return receipt requested, directed to the
Company at its address last specified for notices hereunder, and service so made
shall be deemed completed five (5) days after the same shall have been so
mailed.  Notwithstanding the foregoing, any action based on this
Deposit Agreement may be instituted by the Depositary in any competent court in
the British Virgin Islands, Hong Kong, the People’s Republic of China and/or the
United States.

       

      
        
          
          

        

        
          - 7
-

          
            

          

        

        
          
          

        

      

       

      

       

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

       

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

       

      
        
          
          

        

        
          - 8
-

          
            

          

        

        
          
          

        

      

       

      

       

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

       

      
        
          
            
              
                
                  
                    	 
      	
                            OSSEN
      INNOVATION CO., LTD.

                          
	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	
                            Name:

                          
	 
      	
                            Title

                          
	 	 
	 
      	
                            JPMORGAN
      CHASE BANK, N.A.

                          
	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	
                            Name:

                          
	 
      	
                            Title:  Vice
      President

                          


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          - 9
-

          
            

          

        

        
          
          

        

      

       

      

       

      EXHIBIT
A

      ANNEXED
TO AND INCORPORATED IN

      DEPOSIT
AGREEMENT

       

      [FORM OF
FACE OF ADR]

       

      
        
          
            
              	
                      _______

                    	
                      No.
      of ADSs:

                    
	
                      Number

                    	 
      
	 
      	  
      
	 
      	
                      Each
      ADS represents

                    
	 
      	
                      [EXCHANGE]
      Share

                    
	 	 
	 
      	
                      CUSIP:

                    


            

          

        

      

       

      AMERICAN
DEPOSITARY RECEIPT

       

      evidencing

       

      AMERICAN
DEPOSITARY SHARES

       

      representing

      


      ORDINARY
SHARES

       

      of

       

      OSSEN
INNOVATION CO., LTD.

      


      (Incorporated
under the laws of the British Virgin Islands)

       

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

       

      (1)           Issuance of ADRs;
Pre-Release.  This ADR is one of the ADRs issued under the
Deposit Agreement.  Subject to paragraph (4), the Depositary may so
issue ADRs for delivery at the Transfer Office (defined in paragraph (3)) only
against deposit of:  (a) Shares in form satisfactory to the Custodian;
(b) rights to receive Shares from the Company or any registrar, transfer agent,
clearing agent or other entity recording Share ownership or transactions; or,
(c) in accordance with the next paragraph of this paragraph (1).

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      

       

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

       

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

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

      

       

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

       

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

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

      

       

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

       

      (5)           Taxes.  If
any tax or other governmental charge shall become payable by or on behalf of the
Custodian or the Depositary with respect to this ADR, any Deposited Securities
represented by the ADSs evidenced hereby or any distribution thereon, such tax
or other governmental charge shall be paid by the Holder hereof to the
Depositary.  The Depositary may refuse to effect any registration,
registration of transfer, split-up or combination hereof or, subject to the last
sentence of paragraph (2), any withdrawal of such Deposited Securities until
such payment is made.  The Depositary may also deduct from any
distributions on or in respect of Deposited Securities, or may sell by public or
private sale for the account of the Holder hereof any part or all of such
Deposited Securities (after attempting by reasonable means to notify the Holder
hereof prior to such sale), and may apply such deduction or the proceeds of any
such sale in payment of such tax or other governmental charge, the Holder hereof
remaining liable for any deficiency, and shall reduce the number of ADSs
evidenced hereby to reflect any such sales of Shares. In connection with any
distribution to Holders, the Company will remit to the appropriate governmental
authority or agency all amounts (if any) required to be withheld and owing to
such authority or agency by the Company; and the Depositary and the Custodian
will remit to the appropriate governmental authority or agency all amounts (if
any) required to be withheld and owing to such authority or agency by the
Depositary or the Custodian.  If the Depositary determines that any
distribution in property other than cash (including Shares or rights) on
Deposited Securities is subject to any tax that the Depositary or the Custodian
is obligated to withhold, the Depositary may dispose of all or a portion of such
property in such amounts and in such manner as the Depositary deems necessary
and practicable to pay such taxes, by public or private sale, and the Depositary
shall distribute the net proceeds of any such sale or the balance of any such
property after deduction of such taxes to the Holders entitled
thereto.  Each Holder of an ADR or an interest therein agrees to
indemnify the Depositary, the Company, the Custodian and any of their respective
directors, employees, agents and affiliates against, and hold each of them
harmless from, any claims by any governmental authority with respect to taxes,
additions to tax, penalties or interest arising out of any refund of taxes,
reduced rate of withholding at source or other tax benefit
obtained.

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      

       

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

       

      (7)           Charges of
Depositary.  The Depositary may charge, and collect from, (i)
each person to whom ADSs are issued, including, without limitation,
issuances against deposits of Shares, issuances in respect of Share
Distributions, Rights and Other Distributions (as such terms are defined in
paragraph (10)), issuances pursuant to a stock dividend or stock split
declared by the Company, or issuances pursuant to a merger, exchange of
securities or any other transaction or event affecting the ADSs or the Deposited
Securities, and (ii) each person surrendering ADSs for withdrawal of
Deposited Securities or whose ADSs are cancelled or reduced for any other
reason, U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered,
reduced, cancelled or surrendered (as the case may be).  The
Depositary may sell (by public or private sale) sufficient securities and
property received in respect of Share Distributions, Rights and Other
Distributions prior to such deposit to pay such charge.  The following
additional charges shall be incurred by the Holders, by any party depositing or
withdrawing Shares or by any party surrendering ADSs, to whom ADSs are issued
(including, without limitation, issuance pursuant to a stock dividend or stock
split declared by the Company or an exchange of stock regarding the ADSs or the
Deposited Securities or a distribution of ADSs pursuant to paragraph (10)),
whichever is applicable (i) a fee of U.S.$0.05 or less per ADS for any Cash
distribution made pursuant to the Deposit Agreement, (ii) a fee of U.S.$1.50 per
ADR or ADRs for transfers made pursuant to paragraph (3) hereof, (iii) a fee for
the distribution or sale of securities pursuant to paragraph (10) hereof, such
fee being in an amount equal to the fee for the execution and delivery of ADSs
referred to above which would have been charged as a result of the deposit of
such securities (for purposes of this paragraph (7) treating all such securities
as if they were Shares) but which securities or the net cash proceeds from the
sale thereof are instead distributed by the Depositary to Holders entitled
thereto, (iv) an
aggregate fee of U.S.$0.05 per ADS per calendar year (or portion thereof) for
services performed by the Depositary in administering the ADRs (which fee may be
charged on a periodic basis during each calendar year and shall be assessed
against Holders as of the record date or record dates set by the Depositary
during each calendar year and shall be payable at the sole discretion of the
Depositary by billing such Holders or by deducting such charge from one or more
cash dividends or other cash distributions), and (v) reimbursement of such fees,
charges and expenses as are incurred by the Depositary and/or any of the
Depositary’s agents (including, without limitation, the Custodian and expenses
incurred on behalf of Holders in connection with compliance with foreign
exchange control regulations or any law or regulation relating to foreign
investment) in connection with the servicing of the Shares or other Deposited
Securities, the delivery of Deposited Securities or otherwise in connection with
the Depositary’s or its Custodian’s compliance with applicable law, rule or
regulation (which charge shall be assessed on a proportionate basis against
Holders as of the record date or dates set by the Depositary and shall be
payable at the sole discretion of the Depositary by billing such Holders or by
deducting such charge from one or more cash dividends or other cash
distributions).  The Company will pay all other charges and expenses
of the Depositary and any agent of the Depositary (except the Custodian)
pursuant to agreements from time to time between the Company and the Depositary,
except (i) stock transfer or other taxes and other governmental charges (which
are payable by Holders or persons depositing Shares), (ii) cable, telex and
facsimile transmission and delivery charges incurred at the request of persons
depositing, or Holders delivering Shares, ADRs or Deposited Securities (which
are payable by such persons or Holders), (iii) transfer or registration fees for
the registration or transfer of Deposited Securities on any applicable register
in connection with the deposit or withdrawal of Deposited Securities (which are
payable by persons depositing Shares or Holders withdrawing Deposited
Securities; there are no such fees in respect of the Shares as of the date of
the Deposit Agreement), and (iv) expenses of the Depositary in connection with
the conversion of foreign currency into U.S. dollars (which are paid out of such
foreign currency).  Such charges may at any time and from time to time
be changed by agreement between the Company and the Depositary.

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

      

       

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

       

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

       

      Dated:

       

      
        
          
            	 
      	
                    JPMORGAN
      CHASE BANK, N.A., as Depositary

                  
	 
      	 
      
	 
      	
                    By

                  	 
      
	 
      	
                    Authorized
      Officer

                  


          

        

      

      


      The
Depositary’s office is located at 1 Chase Manhattan Plaza, Floor 58, New York,
NY, 10005-1401

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

       

      

       

      [FORM OF
REVERSE OF ADR]

       

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

       

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

       

      

       

      (11)           Record
Dates.  The Depositary may, after consultation with the Company
if practicable, fix a record date (which, to the extent applicable, shall be as
near as practicable to any corresponding record date set by the Company) for the
determination of the Holders who shall be responsible for the fee assessed by
the Depositary for administration of the ADR program and for any expenses
provided for in paragraph (7) hereof as well as for the determination of the
Holders who shall be entitled to receive any distribution on or in respect of
Deposited Securities, to give instructions for the exercise of any voting
rights, to receive any notice or to act in respect of other matters and only
such Holders shall be so entitled or obligated.

       

      (12)           Voting of Deposited
Securities.  As soon as practicable after receipt from the
Company of notice of any meeting or solicitation of consents or proxies of
holders of Shares or other Deposited Securities, the Depositary shall distribute
to Holders a notice stating (a) such information as is contained in such notice
and any solicitation materials, (b) that each Holder on the record date set by
the Depositary therefor will, subject to any applicable provisions of British
Virgin Island law, be entitled to instruct the Depositary as to the exercise of
the voting rights, if any, pertaining to the Deposited Securities represented by
the ADSs evidenced by such Holder’s ADRs and (c) the manner in which such
instructions may be given, including instructions to give a discretionary proxy
to a person designated by the Company.  Upon receipt of instructions
of a Holder on such record date in the manner and on or before the date
established by the Depositary for such purpose, the Depositary shall endeavor
insofar as practicable and permitted under the provisions of or governing
Deposited Securities to vote or cause to be voted the Deposited Securities
represented by the ADSs evidenced by such Holder’s ADRs in accordance with such
instructions.  The Depositary will not itself exercise any voting
discretion in respect of any Deposited Securities.  There is no
guarantee that Holders generally or any Holder in particular will receive the
notice described above with sufficient time to enable such Holder to return any
voting instructions to the Depositary in a timely
manner.  Notwithstanding anything contained in the Deposit Agreement
or any ADR, the Depositary may, to the extent not prohibited by law or
regulations, or by the requirements of the stock exchange on which the ADSs are
listed, in lieu of distribution of the materials provided to the Depositary in
connection with any meeting of, or solicitation of consents or proxies from,
holders of Deposited Securities, distribute to the Holders a notice that
provides Holders with, or otherwise publicizes to Holders, instructions on how
to retrieve such materials or receive such materials upon request (i.e., by reference to a
website containing the materials for retrieval or a contact for requesting
copies of the materials).  The Company shall ensure that a poll is
demanded at each meeting of shareholders so as to give effect to the votes
submitted by or on behalf of the Depositary in accordance with the instructions
of Holders.

       

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

       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      

       

      

       

      (14)           Exoneration.  The
Depositary, the Company, their agents and each of them shall: (a) incur no
liability (i) if any present or future law, rule, regulation , fiat, order or
decree of the United  States, the British Virgin Islands, The People’s
Republic of China (including the Hong Kong Special Administrative Region, the
People’s Republic of China) or any other country, or of any governmental or
regulatory authority or any securities exchange or market or automated quotation
system, the provisions of or governing any Deposited Securities, any present or
future provision of the Company’s charter, any act of God, war, terrorism or
other circumstance beyond its control shall prevent or delay, or shall cause any
of them to be subject to any civil or criminal penalty in connection with, any
act which the Deposit Agreement or this ADR provides shall be done or performed
by it or them (including, without limitation, voting pursuant to paragraph (12)
hereof), or (ii) by reason of any exercise or failure to exercise any discretion
given it in the Deposit Agreement or this ADR (including, without limitation,
any failure to determine that any distribution or action may be lawful or
reasonably practicable); (b) assume no liability except to perform its
obligations to the extent they are specifically set forth in this ADR and the
Deposit Agreement without gross negligence or bad faith; (c) in the case of the
Depositary and its agents, be under no obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of any Deposited
Securities or this ADR; (d) in the case of the Company and its agents hereunder
be under no obligation to appear in, prosecute or defend any action, suit or
other proceeding in respect of any Deposited Securities or this ADR, which in
its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense (including fees and disbursements of
counsel) and liability be furnished as often as may be required; or (e) not be
liable for any action or inaction by it in reliance upon the advice of or
information from legal counsel, accountants, any person presenting Shares for
deposit, any Holder, or any other person believed by it to be competent to give
such advice or information.  The Depositary shall not be liable for
the acts or omissions made by any securities depository, clearing agency or
settlement system in connection with or arising out of book-entry settlement of
Deposited Securities or otherwise.  The Depositary shall not be
responsible for, and shall incur no liability in connection with or arising
from, the insolvency of any Custodian that is not a branch or affiliate of
JPMorgan Chase Bank, N.A.  The Depositary, its agents and the Company
may rely and shall be protected in acting upon any written notice, request,
direction or other document believed by them to be genuine and to have been
signed or presented by the proper party or parties.  The Depositary
shall be under no obligation to inform Holders or any other holders of an
interest in an ADS about the requirements of British Virgin Island or People’s
Republic of China (including the Hong Kong Special Administrative Region, the
People’s Republic of China)  law, rules or regulations or any changes
therein or thereto.  The Depositary and its agents will not be
responsible for any failure to carry out any instructions to vote any of the
Deposited Securities, for the manner in which any such vote is cast or for the
effect of any such vote.  The Depositary and its agents may own and
deal in any class of securities of the Company and its affiliates and in ADRs.
Notwithstanding anything to the contrary set forth in the Deposit Agreement or
an ADR, the Depositary and its agents may fully respond to any and all demands
or requests for information maintained by or on its behalf in connection with
the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise
related hereto or thereto to the extent such information is requested or
required by or pursuant to any lawful authority, including without limitation
laws, rules, regulations, administrative or judicial process, banking,
securities or other regulators.  None of the Depositary, the Custodian
or the Company shall be liable for the failure by any Holder or beneficial owner
to obtain the benefits of credits on the basis of non-U.S. tax paid against such
Holder’s or beneficial owner’s income tax liability.  The Depositary
and the Company shall not incur any liability for any tax consequences that may
be incurred by Holders and beneficial owners on account of their ownership of
the ADRs or ADSs.  The Depositary shall not incur any liability for
the content of any information submitted to it by or on behalf of the Company
for distribution to the Holders or for any inaccuracy of any translation
thereof, for any investment risk associated with acquiring an interest in the
Deposited Securities, for the validity or worth of the Deposited Securities, for
the credit-worthiness of any third party, for allowing any rights to lapse upon
the terms of this Deposit Agreement or for the failure or timeliness of any
notice from the Company.  The Company has agreed to indemnify the
Depositary and its agents under certain circumstances.  Neither the
Depositary nor any of its agents shall be liable to Holders or beneficial owners
of interests in ADSs for any indirect, special, punitive or consequential
damages (including, without limitation, lost profits) of any form incurred by
any person or entity, whether or not foreseeable and regardless of the type of
action in which such a claim may be brought.  No disclaimer of
liability under the Securities Act of 1933 is intended by any provision
hereof.

       

      
        
          
          

        

        
          A-9

          
            

          

        

        
          
          

        

      

       

      

       

      (15)           Resignation and Removal of
Depositary; the Custodian.  The Depositary may resign as
Depositary by written notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit
Agreement.  The Depositary may at any time be removed by the Company by no
less than 90 days prior written notice of such removal, to become effective upon
the later of (i) the 90th day after delivery of the notice to the Depositary and
(ii) the appointment of a successor depositary and its acceptance of such
appointment as provided in the Deposit Agreement.  The Depositary may
appoint substitute or additional Custodians and the term “Custodian” refers to
each Custodian or all Custodians as the context requires.

       

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

       

      
        
          
          

        

        
          A-10

          
            

          

        

        
          
          

        

      

       

      

       

      (17)           Termination.  The
Depositary may, and shall at the written direction of the Company, terminate the
Deposit Agreement and this ADR by mailing notice of such termination to the
Holders at least 30 days prior to the date fixed in such notice for such
termination; provided, however, if the Depositary shall have (i) resigned as
Depositary hereunder, notice of such termination by the Depositary shall not be
provided to Holders unless a successor depositary shall not be operating
hereunder within 45 days of the date of such resignation, or (ii) been
removed as Depositary hereunder, notice of such termination by the Depositary
shall not be provided to Holders unless a successor depositary shall not be
operating hereunder on the 90th day
after the Company’s notice of removal was first provided to the
Depositary.  After the date so fixed for termination, the Depositary
and its agents will perform no further acts under the Deposit Agreement and this
ADR, except to receive and hold (or sell) distributions on Deposited Securities
and deliver Deposited Securities being withdrawn.  As soon as
practicable after the expiration of six months from the date so fixed for
termination, the Depositary shall sell the Deposited Securities and shall
thereafter (as long as it may lawfully do so) hold in a segregated account the
net proceeds of such sales, together with any other cash then held by it under
the Deposit Agreement, without liability for interest, in trust for the pro rata benefit of the
Holders of ADRs not theretofore surrendered.  After making such sale,
the Depositary shall be discharged from all obligations in respect of the
Deposit Agreement and this ADR, except to account for such net proceeds and
other cash.  After the date so fixed for termination, the Company
shall be discharged from all obligations under the Deposit Agreement except for
its obligations to the Depositary and its agents.

       

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

       

      
        
          
          

        

        
          A-11

          
            

          

        

        
          
          

        

      

       

      

       

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

       

      
        
          
          

        

        
          A-12