Exhibit 4.3


 




 





DEPOSIT
AGREEMENT




 





 


by and among


 


BONA FILM GROUP LIMITED


 


as Issuer,


 


DEUTSCHE BANK TRUST COMPANY
AMERICAS


 


as Depositary,


 


AND


 


THE HOLDERS AND BENEFICIAL
OWNERS

OF AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER




 





 


Dated as of [·], 2010




 





 

















 


DEPOSIT
AGREEMENT


 


DEPOSIT AGREEMENT, dated as of [·], 2010, by and among (i) Bona Film Group Limited, a company
incorporated in the Cayman Islands, with its principal executive office at
11/F, Guan Hu Garden 3, 105 Yao Jia Yuan Road, Chaoyang District, Beijing
100025, People’s Republic of China, and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas,
an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its
capacity as depositary, with its principal office at 60 Wall Street, New
York, NY 10005, United States of America and any successor depositary
hereunder (the “Depositary”), and (iii) all
Holders and Beneficial Owners of American Depositary Shares evidenced by
American Depositary Receipts issued hereunder (all such capitalized terms as
hereinafter defined).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE I.


 


DEFINITIONS


 


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


 


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


 


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


 

















 


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


 


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


 


SECTION 1.5  “Articles of
Association” shall mean the articles of association of the Company.


 


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


 


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


 


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


 


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


 


SECTION 1.10  “Company”
shall have the meaning given to such term in the preamble hereto.


 


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


 


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


 


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


 


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


 


SECTION 1.15  “Depositary”
shall have the meaning given to such term in the preamble hereto.


 


SECTION 1.16  “Deposited
Securities” as of any time shall mean Shares at such time deposited or
deemed to be deposited under this Deposit Agreement and any and all other
securities, property and cash received or deemed to be received by the
Depositary or the Custodian in respect thereof and held hereunder, subject, in
the case of cash, to the provisions of Section 4.6 hereof and, in the case
of collateral delivered in connection with Pre-Release Transactions, to the provisions of Section 2.10 hereof.


 


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


 


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


 


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


 


SECTION 1.20  “Exchange Act”
shall mean the U.S. Securities Exchange Act of 1934, as from time to time
amended.


 


SECTION 1.21  “Foreign
Currency” shall mean any currency other than Dollars.


 


SECTION 1.22  “Foreign
Registrar” shall mean the entity, if any, that carries out the duties of
registrar for the Shares or any successor as registrar for the Shares and any
other appointed agent of the Company for the transfer and registration of
Shares or, if no such agent is so appointed and acting, the Company.


 


SECTION 1.23  “Holder”
shall mean the person in whose name a Receipt is registered on the books of the
Depositary (or the Registrar, if any) maintained for such purpose.  A Holder may or may not be a Beneficial
Owner.  A Holder shall be deemed to have
all requisite authority to act on behalf of the Beneficial Owners of the ADRs
registered in such Holder’s name.


 


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SECTION 1.24  “Indemnified
Person” and “Indemnifying Person” shall have the meaning set forth in
Section 5.8 hereof.


 


SECTION 1.25  “Memorandum”
shall mean the memorandum of association of the Company.


 


SECTION 1.26  “Opinion of
Counsel” shall mean a written opinion from external legal counsel to the
Company who is reasonably acceptable to the Depositary.


 


SECTION 1.27  “Pre-Release
Transaction” shall have the meaning set forth in Section 2.10 hereof.


 


SECTION 1.28  “Receipt(s); “American
Depositary Receipt(s)”; and “ADR(s)” shall mean the certificate(s) or
statements issued by the Depositary evidencing the American Depositary Shares
issued under the terms of this Deposit Agreement, as such Receipts may be
amended from time to time in accordance with the provisions of this Deposit
Agreement.  References to Receipts shall
include physical certificated Receipts as well as ADSs issued through
DRS/Profile, unless the context otherwise requires.


 


SECTION 1.29  “Registrar”
shall mean the Depositary or any bank or trust company having an office in the
Borough of Manhattan, The City of New York, which shall be appointed by the
Depositary to register ownership of Receipts and transfer of Receipts as herein
provided, shall include any co-registrar appointed by the Depositary for such
purposes.  Registrars (other than the
Depositary) may be removed and substitutes appointed by the Depositary.


 


SECTION 1.30  “Restricted
ADRs” shall have the meaning set forth in Section 2.11 hereof.


 


SECTION 1.31  “Restricted
ADSs” shall have the meaning set forth in Section 2.11 hereof.


 


SECTION 1.32  “Restricted
Securities” shall mean Shares, or American Depositary Shares representing
such Shares, which (i) have been acquired directly or indirectly from the
Company or any of its Affiliates in a transaction or chain of transactions not
involving any public offering and subject to resale limitations under the
Securities Act or the rules issued thereunder, (ii) are held by an
officer or director (or persons performing similar functions) or other
Affiliate of the Company or (iii) are subject to other restrictions on
sale or deposit under the laws of the United States or the Cayman Islands,
under a shareholders’ agreement, shareholders’ lock-up agreement or the
Articles of Association or under the regulations of an applicable securities
exchange unless, in each case, such Shares are being sold to persons other than
an Affiliate of the Company in a transaction (x) covered by an effective
resale registration statement or (y) exempt from the registration
requirements of the Securities Act (as hereafter defined) and the Shares are
not, when held by such person, Restricted Securities.


 


SECTION 1.33  “Restricted
Shares” shall have the meaning set forth in Section 2.11 hereof.


 


SECTION 1.34  “Securities Act”
shall mean the United States Securities Act of 1933, as from time to time
amended.


 


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SECTION 1.35  “Shares”
shall mean ordinary shares in registered form of the Company, par value $0.0005
each, heretofore or hereafter validly issued and outstanding and fully
paid.  References to Shares shall include
evidence of rights to receive Shares, whether or not stated in the particular
instance; provided, however, that in no event
shall Shares include evidence of rights to receive Shares with respect to which
the full purchase price has not been paid or Shares as to which pre-emptive
rights have theretofore not been validly waived or exercised; and provided further, however, that, if there shall occur any
change in par value, split-up, consolidation, reclassification, conversion or
any other event described in Section 4.9 hereof in respect of the Shares,
the term “Shares” shall thereafter, to the extent permitted by law, represent
the successor securities resulting from such change in par value, split-up,
consolidation, exchange, conversion, reclassification or event.


 


SECTION 1.36  “United States”
or “U.S.” shall mean the United States of America.


 


ARTICLE II.


 


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


 


SECTION 2.1  Appointment of
Depositary.  The Company hereby
appoints the Depositary as exclusive depositary for the Deposited Securities
and hereby authorizes and directs the Depositary to act in accordance with the
terms set forth in this Deposit Agreement. 
Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or
any interest therein) issued in  accordance
with the terms of this Deposit Agreement, shall be deemed for all purposes to
(a) be a party to and bound by the terms of this Deposit Agreement and
(b) appoint the Depositary its attorney-in-fact, with full power to
delegate, to act on its behalf and to take any and all actions contemplated in
this Deposit Agreement, to adopt any and all procedures necessary to comply
with applicable law and to take such action as the Depositary in its sole
discretion may deem necessary or appropriate to carry out the purposes of this
Deposit Agreement (the taking of such actions to be the conclusive determinant
of the necessity and appropriateness thereof).


 


SECTION 2.2  Form and
Transferability of Receipts.


 


(a)                                  Definitive Receipts shall be substantially in the
forms set forth in Exhibit A and Exhibit B annexed to
this Deposit Agreement, with appropriate insertions, modifications and
omissions, as hereinafter provided. 
Receipts may be issued in denominations of any number of American
Depositary Shares.  No definitive Receipt
shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose, unless such Receipt shall have been executed by the
Depositary by the manual or facsimile signature of a duly authorized signatory
of the Depositary.  The Depositary shall
maintain books on which each Receipt so executed and delivered, in the case of
definitive Receipts, and each Receipt issued through book-entry settlement or
DRS/Profile, in either case as hereinafter provided, and the transfer of each
such Receipt shall be registered.  Receipts
in certificated form bearing the manual or facsimile signature of a duly
authorized signatory of the Depositary who was at any time a proper signatory
of the Depositary shall bind the Depositary, notwithstanding that such
signatory has ceased to hold such office prior to the execution and delivery of
such Receipts by the Registrar or did not hold such office on the date of
issuance of such Receipts.


 


Notwithstanding anything in this Deposit
Agreement or in the form of Receipt to the contrary, the Depositary may, in its
discretion, issue ADRs, including Restricted ADRs, in 


 


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definitive form and Holders of ADRs shall only
be entitled to receive definitive Receipts, except and to the extent the
Depositary has made definitive Receipts available at the expense of the Company
(i) with the consent of the Company, or (ii) (a) during a
continuous period lasting at least 14 days during which DTC ceases to operate
as a book-entry clearing house and settlement system (other than by reason of
holidays, statutory or otherwise) or (b) DTC announces an intention
permanently to cease and subsequently ceases business as a book-entry clearing
house and settlement system and no alternative book-entry clearing house and
settlement system satisfactory to the Depositary is available within
45 days.  Holders and Beneficial
Owners shall be bound by the terms and conditions of this Deposit Agreement and
of the form of Receipt, regardless of whether their Receipts are in certificated
form or are issued through  DRS/Profile or
book-entry registration.


 


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


 


(c)                                  Subject to the limitations contained herein and in the
form of Receipt, title to a Receipt (and to the ADSs evidenced thereby), when
properly endorsed (in the case of certificated Receipts) or upon delivery to
the Depositary of proper instruments of transfer, shall be transferable by
delivery with the same effect as in the case of a negotiable instrument under
the laws of the State of New York; provided, however, that the Depositary,
notwithstanding any notice to the contrary, may treat the Holder thereof as the
absolute owner thereof for the purpose of determining the person entitled to
distribution of dividends or other distributions or to any notice provided for
in this Deposit Agreement and for all other purposes and neither the Depositary
nor the Company will have any obligation or be subject to any liability under
the Deposit Agreement to any holder of a Receipt, unless such holder is the
Holder thereof.


 


SECTION 2.3  Deposits.


 


(a)                                  Subject to the terms and conditions of this Deposit
Agreement and applicable law, Shares or evidence of rights to receive Shares
(including Restricted Securities) may be deposited by any person (including the
Depositary in its individual capacity but subject, however, in the case of the
Company or any Affiliate of the Company, to Section 5.7 hereof) at any
time beginning on the 181st day after the date of the prospectus contained in
the registration statement on Form F-1 under which the ADSs are first
sold, whether or not the transfer books of the Company or the Foreign
Registrar, if any, are closed, by Delivery of the Shares to the Custodian.  Except for Shares deposited in connection
with the initial sale of ADSs under the registration statement on Form F-1,
no deposit of Shares shall be accepted under this Deposit Agreement prior to
such date. Every deposit of Shares shall be 


 


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accompanied by the following: (A)(i) in
the case of Shares issued in registered form, appropriate instruments of
transfer or endorsement, in a form satisfactory to the Custodian, (ii) in
the case of Shares issued in bearer form, such Shares or the certificates
representing such Shares and (iii) in the case of Shares delivered by
book-entry transfer, confirmation of such book-entry transfer to the Custodian
or that irrevocable instructions have been given to cause such Shares to be so
transferred, (B) such certifications and payments (including, without
limitation, the Depositary’s fees and related charges) and evidence of such
payments (including, without limitation, stamping or otherwise marking such
Shares by way of receipt) as may be required by the Depositary or the Custodian
in accordance with the provisions of this Deposit Agreement, (C) if the
Depositary so requires, a written order directing the Depositary to execute and
deliver to, or upon the written order of, the person or persons stated in such
order a Receipt or Receipts for the number of American Depositary Shares
representing the Shares so deposited, (D) evidence satisfactory to the
Depositary (which may include an Opinion of Counsel provided at the cost of the
person seeking to deposit Shares) that all conditions to such deposit have been
met and all necessary approvals have been granted by, and there has been
compliance with the rules and regulations of, any applicable governmental
agency and (E) if the Depositary so requires, (i) an agreement,
assignment or instrument satisfactory to the Depositary or the Custodian which
provides for the prompt transfer by any person in whose name the Shares are or
have been recorded to the Custodian of any distribution, or right to subscribe
for additional Shares or to receive other property in respect of any such
deposited Shares or, in lieu thereof, such indemnity or other agreement as
shall be satisfactory to the Depositary or the Custodian and (ii) if the
Shares are registered in the name of the person on whose behalf they are
presented for deposit, a proxy or proxies entitling the Custodian to exercise
voting rights in respect of the Shares for any and all purposes until the
Shares so deposited are registered in the name of the Depositary, the Custodian
or any nominee.  No Share shall be
accepted for deposit unless accompanied by confirmation or such additional
evidence, if any is required by the Depositary, that is reasonably satisfactory
to the Depositary or the Custodian that all conditions to such deposit have
been satisfied by the person depositing such Shares under the laws and
regulations of the Cayman Islands and any necessary approval has been granted
by any governmental body in the Cayman Islands, if any, which is then
performing the function of the regulator of currency exchange.  The Depositary may issue Receipts against
evidence of rights to receive Shares from the Company, any agent of the Company
or any custodian, registrar, transfer agent, clearing agency or other entity
involved in ownership or transaction records in respect of the Shares.  Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under this Deposit Agreement
any Shares or other Deposited Securities required to be registered under the
provisions of the Securities Act, unless a registration statement is in effect
as to such Shares or other Deposited Securities, or any Shares or other
Deposited Securities the deposit of which would violate any provisions of the
Memorandum and Articles of Association. 
The Depositary shall use commercially reasonable efforts to comply with
reasonable written instructions of the Company that the Depositary shall not
accept for deposit hereunder any Shares specifically identified in such
instructions at such times and under such circumstances as may reasonably be
specified in such instructions in order to facilitate the Company’s compliance
with the securities laws in the United States and other jurisdictions, provided
that the Company shall indemnify the Depositary and the Custodian for any
claims and losses arising from not accepting the deposit of any shares
identified in the Company’s instructions.


 


(b)                                 As soon as practicable after receipt of any permitted
deposit hereunder and compliance with the provisions of this Deposit Agreement,
the Custodian shall present the 


 


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


 


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


 


SECTION 2.4  Execution and
Delivery of Receipts.  After the
deposit of any Shares pursuant to Section 2.3 hereof, the Custodian shall
notify the Depositary of such deposit and the person or persons to whom or upon
whose written order a Receipt or Receipts are deliverable in respect thereof
and the number of American Depositary Shares to be evidenced thereby.  Such notification shall be made by letter,
first class airmail postage prepaid, or, at the request, risk and expense of
the person making the deposit, by cable, telex, SWIFT, facsimile or electronic
transmission.  After receiving such
notice from the Custodian, the Depositary, subject to this Deposit Agreement
(including, without limitation, the payment of the fees, expenses, taxes and/or
other charges owing hereunder), shall issue the ADSs representing the Shares so
deposited to or upon the order of the person or persons named in the notice
delivered to the Depositary and shall execute and deliver a Receipt registered
in the name or names requested by such person or persons evidencing in the
aggregate the number of American Depositary Shares to which such person or
persons are entitled.  Nothing herein
shall prohibit any Pre-Release Transaction upon the terms set forth in this
Deposit Agreement.


 


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


 


(a)                                  Transfer.  The Depositary, or, if a
Registrar (other than the Depositary) for the Receipts shall have been
appointed, the Registrar, subject to the terms and conditions of this Deposit
Agreement, shall register transfers of Receipts on its books, upon surrender at
the Corporate Trust Office of the Depositary of a Receipt by the Holder thereof
in person or by duly authorized attorney, properly endorsed in the case of a
certificated Receipt or accompanied by, or in the case of DRS/Profile Receipts
receipt by the Depositary of, proper instruments of transfer (including
signature guarantees in accordance with standard industry practice) and duly
stamped as may be required by the laws of the State of New York and of the
United States and any other applicable law. 
Subject to the terms and conditions of this Deposit Agreement, including
payment of the applicable fees and charges of the Depositary set forth in
Section 5.9 hereof and Article (9) of Exhibit A hereto, the
Depositary shall execute a new Receipt or Receipts and deliver the same to or
upon the order of the person 


 


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entitled thereto evidencing the same aggregate
number of American Depositary Shares as those evidenced by the Receipts
surrendered.


 


(b)                                 Combination and Split Up.  The
Depositary, subject to the terms and conditions of this Deposit Agreement
shall, upon surrender of a Receipt or Receipts for the purpose of effecting a
split-up or combination of such Receipt or Receipts and upon payment to the
Depositary of the applicable fees and charges set forth in Section 5.9
hereof and Article (9) of Exhibit A hereto, execute and deliver
a new Receipt or Receipts for any authorized number of American Depositary
Shares requested, evidencing the same aggregate number of American Depositary
Shares as the Receipt or Receipts surrendered.


 


(c)                                  Co-Transfer Agents.  The Depositary may appoint one
or more co-transfer agents for the purpose of effecting transfers, combinations
and split-ups of Receipts at designated transfer offices on behalf of the
Depositary. In carrying out its functions, a co-transfer agent may require
evidence of authority and compliance with applicable laws and other
requirements by Holders or persons entitled to such Receipts and will be
entitled to protection and indemnity, in each case to the same extent as the
Depositary. Such co-transfer agents may be removed and substitutes appointed by
the Depositary.  Each co-transfer agent appointed
under this Section 2.5 (other than the Depositary) shall give notice in
writing to the Depositary accepting such appointment and agreeing to be bound
by the applicable terms of this Deposit Agreement.


 


(d)                                 At the request of a Holder, the Depositary shall, for
the purpose of substituting a certificated Receipt with a Receipt issued
through DRS/Profile, or vice versa, execute and deliver a certificated Receipt
or DRS/Profile statement, as the case may be, for any authorized number of ADSs
requested, evidencing the same aggregate number of ADSs as those evidenced by
the certificated Receipt or DRS/Profile statement, as the case may be,
substituted.


 


SECTION 2.6  Surrender of
Receipts and Withdrawal of Deposited Securities.  Upon surrender, at the Corporate Trust Office
of the Depositary, of American Depositary Shares for the purpose of withdrawal
of the Deposited Securities represented thereby, and upon payment of
(i) the fees and charges of the Depositary for the making of withdrawals
of Deposited Securities and cancellation of Receipts (as set forth in
Section 5.9 hereof and Article (9) of Exhibit A hereto) and
(ii) all applicable taxes and/or governmental charges payable in
connection with such surrender and withdrawal, and subject to the terms and conditions
of this Deposit Agreement, the Memorandum and Articles of Association,
Section 7.10 hereof and any other provisions of or governing the Deposited
Securities and other applicable laws, the Holder of such American Depositary
Shares shall be entitled to Delivery, to him or upon his order, of the
Deposited Securities at the time represented by the American Depositary Shares
so surrendered.  American Depositary
Shares may be surrendered for the purpose of withdrawing Deposited Securities
by delivery of a Receipt evidencing such American Depositary Shares (if held in
certificated form) or by book-entry delivery of such American Depositary Shares
to the Depositary.


 


A Receipt surrendered for such purposes shall,
if so required by the Depositary, be properly endorsed in blank or accompanied
by proper instruments of transfer in blank, and if the Depositary so requires,
the Holder thereof shall execute and deliver to the Depositary a written order
directing the Depositary to cause the Deposited Securities being withdrawn to
be Delivered to or upon the written order of a person or persons designated in
such order. Thereupon, the Depositary shall direct the Custodian to Deliver
(without unreasonable delay)


 


9














 


at the designated office of the Custodian or
through a book-entry delivery of the Shares (in either case, subject to
Sections 2.7, 3.1, 3.2, 5.9, hereof and to the other terms and conditions of
this Deposit Agreement, to the Memorandum and Articles of Association, to the
provisions of or governing the Deposited Securities and to applicable laws, now
or hereafter in effect) to or upon the written order of the person or persons
designated in the order delivered to the Depositary as provided above, the Deposited
Securities represented by such American Depositary Shares, together with any
certificate or other proper documents of or relating to title of the Deposited
Securities as may be legally required, as the case may be, to or for the
account of such person.


 


The Depositary may, in its discretion, refuse
to accept for surrender a number of American Depositary Shares representing a
number other than a whole number of Shares. 
In the case of surrender of a Receipt evidencing a number of American
Depositary Shares representing other than a whole number of Shares, the
Depositary shall cause ownership of the appropriate whole number of Shares to
be Delivered in accordance with the terms hereof, and shall, at the discretion
of the Depositary, either (i) issue and deliver to the person surrendering
such Receipt a new Receipt evidencing American Depositary Shares representing
any remaining fractional Share, or (ii) sell or cause to be sold the
fractional Shares represented by the Receipt surrendered and remit the proceeds
of such sale (net of (a) applicable fees and charges of, and expenses
incurred by, the Depositary and (b) taxes and/or governmental charges) to
the person surrendering the Receipt.


 


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


 


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


 


(a)                                  Additional Requirements.  As a condition precedent to the
execution and delivery, registration, registration of transfer, split-up,
subdivision, combination or surrender of any Receipt, the delivery of any
distribution thereon or withdrawal of any Deposited Securities, the Depositary
or the Custodian may require (i) payment from the depositor of Shares or
presenter of the Receipt of a sum sufficient to reimburse it for any tax or
other governmental charge and any stock transfer or registration fee with
respect thereto (including any such tax or charge and fee with respect to
Shares being deposited or withdrawn) and payment of any applicable fees and
charges of the Depositary as provided in Section 5.9 hereof and
Article (9) of Exhibit A hereto, (ii) the production of
proof satisfactory to it as to the identity and genuineness of any signature or
any other matter contemplated by Section 3.1 hereof and (iii) compliance
with (A) any laws or governmental regulations relating to the execution
and delivery of Receipts or American Depositary Shares or to the withdrawal or
delivery of 


 


10

















 


Deposited Securities and (B) such
reasonable regulations and procedures as the Depositary may establish
consistent with the provisions of this Deposit Agreement and applicable law.


 


(b)                                 Additional Limitations.  The issuance of ADSs against
deposits of Shares generally or against deposits of particular Shares may be
suspended, or the issuance of ADSs against the deposit of particular Shares may
be withheld, or the registration of transfer of Receipts in particular
instances may be refused, or the registration of transfers of Receipts
generally may be suspended, during any period when the transfer books of the
Depositary are closed or if any such action is deemed necessary or advisable by
the Depositary or the Company, in good faith, at any time or from time to time
because of any requirement of law, any government or governmental body or
commission or any securities exchange on which the Receipts or Shares are
listed, or under any provision of this Deposit Agreement or provisions of, or
governing, the Deposited Securities, or any meeting of shareholders of the
Company or for any other reason, subject, in all cases, to Section 7.10
hereof.


 


SECTION 2.8  Lost Receipts, etc.  To the extent the Depositary has issued
Receipts in physical certificated form, in case any Receipt shall be mutilated,
destroyed, lost or stolen, unless the Depositary has notice that such ADR has
been acquired by a bona fide purchaser, subject to Section 5.9 hereof, the
Depositary shall execute and deliver a new Receipt (which, in the discretion of
the Depositary may be issued through DRS/Profile unless specifically requested
otherwise) in exchange and substitution for such mutilated Receipt upon
cancellation thereof, or in lieu of and in substitution for such destroyed,
lost or stolen Receipt.  Before the
Depositary shall execute and deliver a new Receipt in substitution for a
destroyed, lost or stolen Receipt, the Holder thereof shall have (a) filed
with the Depositary (i) a request for such execution and delivery before
the Depositary has notice that the Receipt has been acquired by a bona fide
purchaser and (ii) a sufficient indemnity bond in form and amount
acceptable to the Depositary and (b) satisfied any other reasonable
requirements imposed by the Depositary.


 


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


 


SECTION 2.10  Pre-Release.  Subject to the further terms and provisions
of this Section 2.10, the Depositary, its Affiliates and their agents, on
their own behalf, may own and deal in any class of securities of the Company
and its Affiliates and in ADSs.  In its
capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided,
however, that the Depositary may, unless otherwise instructed by the Company,
(i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3
hereof and (ii) deliver Shares prior to the receipt and cancellation of
ADSs which were issued under (i) above but for which Shares may not yet
have been received (each such transaction, a “Pre-Release
Transaction”). The Depositary may receive ADSs in lieu of Shares
under (i) above and receive Shares in lieu of ADSs under
(ii) above.  Each such Pre-Release
Transaction will be (a) accompanied by or subject to a written agreement
whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be
delivered (1) represents that at the time of the Pre-Release Transaction
the Applicant or its customer owns the Shares or ADSs that are to be delivered
by the Applicant under such Pre-Release Transaction, (2) 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, (3) unconditionally 


 


11

















 


guarantees to deliver to the Depositary or the
Custodian, as applicable, such Shares or ADSs and (4) agrees to any
additional restrictions or requirements that the Depositary deems appropriate,
(b) at all times fully collateralized with cash, United States government
securities or such other collateral as the Depositary deems appropriate,
(c) terminable by the Depositary on not more than five business days’
notice (save for a prescribed termination event in which case any such
Pre-Release Transaction may be immediately terminable by the Depositary) and
(d) subject to such further indemnities and credit regulations as the
Depositary deems appropriate.  The
Depositary will normally limit the number of ADSs and Shares involved in such
Pre-Release Transactions at any one time to 30% of the ADSs outstanding
(without giving effect to ADSs outstanding pursuant to any Pre-Release
Transaction under (i) above), provided, however,
that the Depositary reserves the right to change or disregard such limit from
time to time as it deems appropriate. 
The Depositary may also set limits with respect to the number of ADSs
and Shares involved in Pre-Release Transactions with any one person on a case
by case basis as it deems appropriate.


 


The Depositary may retain for its own account
any compensation received by it in conjunction with the foregoing. Collateral
provided pursuant to (b) above, but not the earnings thereon, shall be
held as security for the performance of the Applicant’s obligations in respect
of the relevant Pre-Release Transaction and shall not constitute Deposited
Securities.


 


SECTION 2.11 Restricted ADSs.  The Depositary shall, at the request and
expense of the Company, establish procedures enabling the deposit hereunder of
Shares that are Restricted Securities in order to enable the holder of such
Shares to hold its ownership interests in such restricted Shares in the form of
ADSs issued under the terms hereof (such Shares, “Restricted
Shares”). Upon receipt of a written request from the Company to
accept Restricted Shares for deposit hereunder, the Depositary agrees to
establish procedures permitting the deposit of such Restricted Shares and the
issuance of ADSs representing such deposited Restricted Shares (such ADSs, the “Restricted ADSs,” and the ADRs evidencing such Restricted
ADSs, the “Restricted ADRs”). The Company
shall assist the Depositary in the establishment of such procedures and agrees
that it shall take all steps necessary and reasonably satisfactory to the
Depositary to insure that the establishment of such procedures does not violate
the provisions of the Securities Act or any other applicable laws. The
depositors of such Restricted Shares and the holders of the Restricted ADSs may
be required prior to the deposit of such Restricted Shares, the transfer of the
Restricted ADRs and the Restricted ADSs evidenced thereby or the withdrawal of
the Restricted Shares represented by Restricted ADSs to provide such written
certifications or agreements as the Depositary or the Company may require. The
Company shall provide to the Depositary in writing the legend(s) to be
affixed to the Restricted ADRs, which legends shall (i) be in a form
reasonably satisfactory to the Depositary and (ii) contain the specific
circumstances under which the Restricted ADRs and the Restricted ADSs
represented thereby may be transferred or the Restricted Shares withdrawn. The
Restricted ADSs issued upon the deposit of Restricted Shares shall be
separately identified on the books of the Depositary and the Restricted Shares
so deposited shall be held separate and distinct from the other Deposited
Securities held hereunder. The Restricted Shares and the Restricted ADSs shall
not be eligible for Pre-Release Transactions. The Restricted ADSs shall not be
eligible for inclusion in any book-entry settlement system, including, without
limitation, DTC, and shall not in any way be fungible with the ADSs issued
under the terms hereof that are not Restricted ADSs. The Restricted ADRs and
the Restricted ADSs evidenced thereby shall be transferable only by the Holder
thereof upon delivery to the Depositary of (i) all documentation otherwise



 


12

















 


contemplated by this Deposit Agreement and (ii) an
opinion of counsel reasonably satisfactory to the Depositary setting forth,
inter alia, the conditions upon which the Restricted ADR presented is, and the
Restricted ADSs evidenced thereby are, transferable by the Holder thereof under
applicable securities laws and the transfer restrictions contained in the
legend set forth on the Restricted ADR presented for transfer. Except as set
forth in this Section 2.11 and except as required by applicable law, the
Restricted ADRs and the Restricted ADSs evidenced thereby shall be treated as
ADRs and ADSs issued and outstanding under the terms of the Deposit Agreement.
In the event that, in determining the rights and obligations of parties hereto
with respect to any Restricted ADSs, any conflict arises between (a) the
terms of this Deposit Agreement (other than this Section 2.11) and (b) the
terms of (i) this Section 2.11 or (ii) the applicable Restricted
ADR, the terms and conditions set forth in this Section 2.11 and of the
Restricted ADR shall be controlling and shall govern the rights and obligations
of the parties to this Deposit Agreement pertaining to the deposited Restricted
Shares, the Restricted ADSs and Restricted ADRs.


 


If any of the Restricted ADRs, the Restricted
ADSs and the Restricted Shares are no longer Restricted Securities, the
Depositary, upon receipt of (x) an opinion of counsel reasonably
satisfactory to the Depositary setting forth, inter alia, that such Restricted
ADRs, Restricted ADSs and Restricted Shares are not as of such time Restricted
Securities, and (y) instructions from the Company to remove the
restrictions applicable to such Restricted ADRs, Restricted ADSs and the
Restricted Shares, shall (i) eliminate the distinctions and separations
between such Restricted Shares held on deposit under this Section 2.11 and
the other Shares held on deposit under the terms of the Deposit Agreement that
are not Restricted Shares, (ii) treat such newly unrestricted ADRs and
ADSs on the same terms as, and fully fungible with, the other ADRs and ADSs
issued and outstanding under the terms of the Deposit Agreement that are not
Restricted ADRs or Restricted ADSs, (iii) take all actions necessary to
remove any distinctions, limitations and restrictions previously existing under
this Section 2.11 between such Restricted ADRs and Restricted ADSs,
respectively, on the one hand, and the other ADRs and ADSs that are not
Restricted ADRs or Restricted ADSs, respectively, on the other hand, including,
without limitation, by making the newly unrestricted ADSs eligible for
Pre-Release Transactions and for inclusion in the applicable book-entry
settlement systems.


 


SECTION 2.12  Maintenance of
Records.  The Depositary agrees to
maintain records of all Receipts surrendered and Deposited Securities withdrawn
under Section 2.6, substitute Receipts delivered under Section 2.8
and cancelled or destroyed Receipts under Section 2.9, in keeping with the
procedures ordinarily followed by stock transfer agents located in the United
States.


 


ARTICLE III.


 


CERTAIN OBLIGATIONS OF
HOLDERS

AND BENEFICIAL OWNERS OF RECEIPTS


 


SECTION 3.1  Proofs,
Certificates and Other Information. 
Any depositor presenting Shares for deposit and any Holder and any
Beneficial Owner may be required, and every Holder and Beneficial Owner agrees,
from time to time to provide to the Depositary or the Custodian such proof of
citizenship or residence, taxpayer status, payment of all applicable taxes or
other governmental charges, exchange control approval, legal or beneficial
ownership of ADSs and Deposited Securities, compliance with applicable laws and
the terms of this Deposit Agreement and the provisions of, or governing, the
Deposited Securities or other information; to execute such certifications and
to make such representations and 


 


13

















 


warranties, and to provide such other
information and documentation as the Depositary may deem necessary or proper or
as the Company may reasonably require by written request to the Depositary
consistent with its obligations hereunder. The Depositary and the Registrar, as
applicable, may, and at the request of the Company shall, withhold the
execution or delivery or registration of transfer of any Receipt or the
distribution or sale of any dividend or distribution of rights or of the
proceeds thereof, or to the extent not limited by the terms of
Section 7.10 hereof, the delivery of any Deposited Securities, until such
proof or other information is filed or such certifications are executed, or
such representations and warranties are made, or such other documentation or
information provided, in each case to the Depositary’s and the Company’s
satisfaction. The Depositary shall from time to time on written request advise
the Company of the availability of any such proofs, certificates or other
information and shall, at the Company’s sole expense, provide or otherwise make
available copies thereof to the Company upon written request therefor by the
Company, unless such disclosure is prohibited by law.  Each Holder and Beneficial Owner agrees to
provide any information requested by the Company or the Depositary pursuant to
this Section 3.1.  Nothing herein
shall obligate the Depositary to (i) obtain any information for the
Company if not provided by the Holders or Beneficial Owners or (ii) verify
or vouch for the accuracy of the information so provided by the Holders or
Beneficial Owners.


 


SECTION 3.2  Liability for
Taxes and Other Charges.  If any
present or future tax or other governmental charge shall become payable by the
Depositary or the Custodian with respect to any ADR or any Deposited Securities
or American Depositary Shares, such tax or other governmental charge shall be
payable by the Holders and Beneficial Owners to the Depositary and such Holders
and Beneficial Owners shall be deemed liable therefor.  The Company, the Custodian and/or the
Depositary may withhold or deduct from any distributions made in respect of
Deposited Securities and may sell for the account of a Holder and/or Beneficial
Owner any or all of the Deposited Securities and apply such distributions and
sale proceeds in payment of such taxes (including applicable interest and
penalties) and  charges, with the Holder
and the Beneficial Owner remaining fully liable for any deficiency.  In addition to any other remedies available
to it, the Depositary and the Custodian may refuse the deposit of Shares, and
the Depositary may refuse to issue ADSs, to deliver ADRs, register the
transfer, split-up or combination of ADRs and (subject to Section 7.10
hereof) the withdrawal of Deposited Securities, until payment in full of such
tax, charge, penalty or interest is received. 
Every Holder and Beneficial Owner agrees to indemnify the Depositary,
the Company, the Custodian, and each of their respective agents, officers,
directors, employees and Affiliates for, and to hold each of them harmless
from, any claims with respect to taxes (including applicable interest and
penalties thereon) arising from any tax benefit obtained for such Holder and/or
Beneficial Owner.  The obligations of
Holders and Beneficial Owners of Receipts under this Section 3.2 shall
survive any transfer of Receipts, any surrender of Receipts and withdrawal of
Deposited Securities, or the termination of this Deposit Agreement.


 


SECTION 3.3  Representations
and Warranties on Deposit of Shares. 
Each person presenting Shares for deposit under this Deposit Agreement
shall be deemed thereby to represent and warrant that (i) such Shares and
the certificates therefor are duly authorized, validly issued, fully paid,
non-assessable and were legally obtained by such person, (ii) all
preemptive (and similar) rights, if any, with respect to such Shares have been
validly waived or exercised, (iii) the person making such deposit is duly
authorized so to do, (iv) the Shares presented for deposit are free and
clear of any lien, encumbrance, security interest, charge, mortgage or adverse
claim and are not, and the American Depositary Shares issuable upon 


 


14

















 


such deposit will not be, Restricted Securities
(except as contemplated by Section 2.11), (v) the Shares presented
for deposit have not been stripped of any rights or entitlements and
(vi) the Shares are not subject to any lock-up agreement with the Company
or other party, or the Shares are subject to a lock-up agreement but such
lock-up agreement has terminated or the lock-up restrictions imposed thereunder
have expired or been validly waived. Such representations and warranties shall
survive the deposit and withdrawal of Shares, the issuance and cancellation of
American Depositary Shares in respect thereof and the transfer of such American
Depositary Shares.  If
any such representations or warranties are false in any way, the Company and
the Depositary shall be authorized, at the cost and expense of the person
depositing Shares, to take any and all actions necessary to correct the
consequences thereof.


 


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


 


ARTICLE IV.


 


THE DEPOSITED SECURITIES


 


SECTION 4.1  Cash
Distributions.  Whenever the
Depositary receives confirmation from the Custodian of receipt of any cash
dividend or other cash distribution on any Deposited Securities, or receives
proceeds from the sale of any Shares, rights, securities or other entitlements
under the terms hereof, the Depositary will, if at the time of receipt thereof
any amounts received in a foreign currency can in the judgment of the
Depositary (pursuant to Section 4.6 hereof) be converted on a practicable
basis into Dollars transferable to the United States, promptly convert or cause
to be converted such cash dividend, distribution or proceeds into Dollars (on
the terms described in Section 4.6 hereof) and will distribute promptly
the amount thus received (net of (a) the applicable fees and charges of,
and expenses incurred by, the Depositary and (b) taxes and/or governmental
charges) to the Holders of record as of the ADS Record Date in proportion to
the number of American Depositary Shares held by such Holders respectively as
of the ADS Record Date.  The Depositary
shall distribute only such amount, however, as can be distributed without
attributing to any Holder a fraction of one cent.  Any such fractional amounts shall be 


 


15

















 


rounded to the nearest whole cent and so
distributed to Holders entitled thereto. 
Holders and Beneficial Owners understand that in converting Foreign
Currency, amounts received on conversion are calculated at a rate which exceeds
three or four decimal places (the number of decimal places used by the
Depositary to report distribution rates). 
The excess amount may be retained by the Depositary as an additional
cost of conversion, irrespective of any other fees and expenses payable or
owing hereunder and shall not be subject to escheatment.  If the Company, the Custodian or
the Depositary is required to withhold and does withhold from any cash dividend
or other cash distribution in respect of any Deposited Securities an amount on
account of taxes, duties or other governmental charges, the amount distributed
to Holders on the ADSs representing such Deposited Securities shall be reduced
accordingly. Such withheld amounts shall be forwarded by the Company, the
Custodian or the Depositary to the relevant governmental authority.  Evidence of payment thereof by the Company
shall be forwarded by the Company to the Depositary upon request.  The Depositary shall forward to the Company
or its agent such information from its records as the Company may reasonably
request to enable the Company or its agent to file necessary reports with
governmental agencies, such reports necessary to obtain benefits under the
applicable tax treaties for the Holders and Beneficial Owners of Receipts.


 


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


 


SECTION 4.3  Elective
Distributions in Cash or Shares. 
Whenever the Company intends to distribute a dividend payable at the
election of the holders of Shares in cash or in additional Shares, the Company
shall give notice thereof to the Depositary at least 30 days 


 


16

















 


prior to the proposed distribution stating
whether or not it wishes such elective distribution to be made available to
Holders of ADSs.  Upon receipt of notice
indicating that the Company wishes such elective distribution to be made
available to Holders of ADSs, the Depositary shall consult with the Company to
determine, and the Company shall assist the Depositary in its determination,
whether it is lawful and reasonably practicable to make such elective
distribution available to the Holders of ADSs. 
The Depositary shall make such elective distribution available to
Holders only if (i) the Company shall have timely requested that the
elective distribution is available to Holders of ADRs, (ii) the Depositary
shall have determined that such distribution is reasonably practicable and (iii) the
Depositary shall have received satisfactory documentation within the terms of
Section 5.7 hereof.  If the above
conditions are not satisfied, the Depositary shall, to the extent permitted by
law, distribute to the Holders, on the basis of the same determination as is
made in the local market in respect of the Shares for which no election is
made, either cash upon the terms described in Section 4.1 hereof or
additional ADSs representing such additional Shares upon the terms described in
Section 4.2 hereof.  If the above
conditions are satisfied, the Depositary shall establish an ADS Record Date (on
the terms described in Section 4.7 hereof) and establish procedures to
enable Holders to elect the receipt of the proposed dividend in cash or in
additional ADSs.  The Company shall
assist the Depositary in establishing such procedures to the extent
necessary.  Subject to Section 5.9
hereof, if a Holder elects to receive the proposed dividend in cash, the
dividend shall be distributed upon the terms described in Section 4.1
hereof or in ADSs, the dividend shall be distributed upon the terms described
in Section 4.2 hereof.  Nothing
herein shall obligate the Depositary to make available to Holders a method to
receive the elective dividend in Shares (rather than ADSs).  There can be no assurance that Holders
generally, or any Holder in particular, will be given the opportunity to
receive elective distributions on the same terms and conditions as the holders
of Shares.


 


SECTION 4.4  Distribution of
Rights to Purchase Shares.


 


(a)                                  Distribution to ADS Holders.  Whenever the
Company intends to distribute to the holders of the Deposited Securities rights
to subscribe for additional Shares, the Company shall give notice thereof to
the Depositary at least 45 days prior to the proposed distribution stating
whether or not it wishes such rights to be made available to Holders of
ADSs.  Upon receipt of a notice
indicating that the Company wishes such rights to be made available to Holders
of ADSs, the Depositary shall consult with the Company to determine, and the
Company shall determine, whether it is lawful and reasonably practicable to
make such rights available to the Holders. 
The Depositary shall make such rights available to Holders only if
(i) the Company shall have timely requested that such rights be made
available to Holders, (ii) the Depositary shall have received satisfactory
documentation within the terms of Section 5.7 hereof and (iii) the
Depositary shall have determined that such distribution of rights is lawful and
reasonably practicable.  In the event any
of the conditions set forth above are not satisfied, the Depositary shall
proceed with the sale of the rights as contemplated in Section 4.4(b) below
or, if timing or market conditions may not permit, do nothing thereby allowing
such rights to lapse.  In the event all
conditions set forth above are satisfied, the Depositary shall establish an ADS
Record Date (upon the terms described in Section 4.7 hereof) and establish
procedures to distribute such rights (by means of warrants or otherwise) and to
enable the Holders to exercise the rights (upon payment of  applicable fees and charges of, and expenses
incurred by, the Depositary and taxes and/or other governmental charges).  Nothing herein shall obligate the Depositary to
make available to the Holders a method to exercise such rights to subscribe for
Shares (rather than ADSs).


 


17

















 


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


 


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


 


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


 


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


 


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


 


18














 


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


 


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


 


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


 


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


 


SECTION 4.6  Conversion of
Foreign Currency.  Whenever the
Depositary or the Custodian shall receive Foreign Currency, by way of dividends
or other distributions or the net proceeds from the sale of securities,
property or rights, and in the judgment of the Depositary such Foreign Currency
can at such time be converted on a practicable basis (by sale or in any other
manner that it may determine in accordance with applicable law) into Dollars
transferable to the United States and distributable to the Holders entitled
thereto, the Depositary shall convert or cause to be converted, by sale or in
any other manner that it may determine, such Foreign Currency into Dollars, and
shall distribute such Dollars (net of any fees, expenses, taxes and/or other
governmental charges incurred in the process of such conversion) in accordance
with the terms of the applicable sections of this Deposit Agreement.  If the Depositary shall have distributed
warrants or other instruments that entitle


 


19

















 


the holders thereof to such Dollars, the
Depositary shall distribute such Dollars to the holders of such warrants and/or
instruments upon surrender thereof for cancellation, in either case without
liability for interest thereon. Such distribution may be made upon an averaged
or other practicable basis without regard to any distinctions among Holders on
account of exchange restrictions, the date of delivery of any Receipt or
otherwise.


 


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


 


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


 


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


 


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


 


SECTION 4.8  Voting of
Deposited Securities.  Subject to the
next sentence, as soon as practicable after receipt of notice of any meeting at
which the holders of Shares or other Deposited Securities are entitled to vote,
or of solicitation of consents or proxies from holders of Shares or other
Deposited Securities, the Depositary shall fix the ADS Record Date in


 


20

















 


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


 


In the event that (i) the Depositary
timely receives voting instructions from a Holder which fail to specify the
manner in which the Depositary is to vote the Deposited Securities represented
by such Holder’s ADSs or (ii) no timely instructions are received by the
Depositary from a Holder with respect to any of the Deposited Securities
represented by the ADSs held by such Holder on the ADS Record Date, the
Depositary shall (unless otherwise specified in the notice distributed to
Holders) deem such Holder to have instructed the Depositary to give a
discretionary proxy to a person designated by the Company with respect to such
Deposited Securities and the Depositary shall give a discretionary proxy to a
person designated by the Company to vote such Deposited Securities, provided,
however, that no such instruction shall be deemed given and no such
discretionary proxy shall be given with respect to any matter as to which the
Company informs the Depositary (and the Company agrees to provide such
information as promptly as practicable in writing, if applicable) that (x) the
Company does not wish to give such proxy, (y) the Company is aware or
should reasonably be aware that substantial opposition exists from Holders
against the outcome for which the person designated by the Company would
otherwise vote or (z) the outcome for which the person designated by the
Company would otherwise vote would materially and adversely affect the rights
of holders of Shares, provided, further, that the Company will have no
liability to any Holder or Beneficial Owner resulting from such notification.


 


In the event that voting on any resolution or
matter is conducted on a show of hands basis in accordance with the Memorandum
and Articles of Association, the Depositary will refrain from voting and the
voting instructions (or the deemed voting instructions, as set out above)
received by the Depositary from Holders shall lapse.  The Depositary will have no obligation


 


21

















 


to demand voting on a poll basis with respect
to any resolution and shall have no liability to any Holder or Beneficial Owner
for not having demanded voting on a poll basis.


 


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


 


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


 


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


 


SECTION 4.9  Changes Affecting
Deposited Securities.  Upon any
change in par value, split-up, subdivision, cancellation, consolidation or any
other reclassification of Deposited Securities or upon any recapitalization,
reorganization, amalgamation, merger or consolidation or sale of assets
affecting the Company or to which it is otherwise a party, any securities which
shall be received by the Depositary or the Custodian in exchange for, or in
conversion of or replacement or otherwise in respect of, such Deposited
Securities shall, to the extent permitted by law, be treated as new Deposited
Securities under this Deposit Agreement and the Receipts shall, subject to the
provisions of this Deposit Agreement and applicable law, evidence American
Depositary Shares representing the right to receive such additional
securities.  Alternatively, the
Depositary may, with the Company’s approval, and shall, if the Company shall so
request, subject to the terms of this Deposit Agreement and receipt of an
Opinion of Counsel furnished at the Company’s expense (stating that such
distributions are not in violation of any applicable laws or regulations),
execute and deliver additional Receipts, as in the case of a stock dividend on
the Shares, or call for the surrender of outstanding Receipts to be exchanged
for new Receipts. In either case, as well as in the event of newly deposited
Shares, necessary modifications to the form of Receipt contained in Exhibit A
and Exhibit B hereto, specifically describing such new Deposited
Securities and/or corporate change, shall also be made. The Company agrees that
it will, jointly with the Depositary, amend the Registration Statement on Form F-6
as filed with the Commission to permit the issuance of such new form of
Receipt. Notwithstanding the foregoing, in the event that any security so
received may not be lawfully distributed to some or all Holders, the Depositary
may, with the Company’s approval, and shall, if the Company requests, subject
to 


 


22

















 


receipt of an Opinion of Counsel furnished at
the Company’s expense that such action is not in violation of any applicable
laws or regulations, sell such securities at public or private sale, at such
place or places and upon such terms as it may deem proper and may allocate the
net proceeds of such sales (net of fees and charges of, and expenses incurred
by, the Depositary and taxes and/or governmental charges) for the account of
the Holders otherwise entitled to such securities upon an averaged or other
practicable basis without regard to any distinctions among such Holders and
distribute the net proceeds so allocated to the extent practicable as in the
case of a distribution received in cash pursuant to Section 4.1 hereof.
The Depositary shall not be responsible for (i) any failure to determine
that it may be lawful or feasible to make such securities available to Holders
in general or to any Holder in particular, (ii) any foreign exchange
exposure or loss incurred in connection with such sale or (iii) any
liability to the purchaser of such securities.


 


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


 


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


 


SECTION 4.12  List of Holders.  Promptly upon written request by the
Company, the Depositary shall furnish to it a list, as of a recent date, of the
names, addresses and holdings of American Depositary Shares by all persons in
whose names Receipts are registered on the books of the Depositary.


 


SECTION 4.13  Taxation;
Withholding.  The
Depositary will, and will instruct the Custodian to, forward to the Company or
its agents such information from its records as the Company may reasonably
request to enable the Company or its agents to file necessary tax reports with
governmental authorities or agencies. The Depositary, the Custodian or the
Company and its agents may, but shall not be obligated to, file such reports as
are necessary to reduce or eliminate applicable taxes on dividends and on other
distributions in respect of Deposited Securities under applicable tax treaties
or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners of
American Depositary Shares may be required from time to time, and in a timely
manner, to file such proof of taxpayer status, residence and beneficial
ownership (as applicable), to execute such certificates and to make such
representations and warranties, or to provide any other information or
documents, as the Depositary or the Custodian may deem necessary or proper to
fulfill the Depositary’s or the 


 


23

















 


Custodian’s obligations under applicable law.
The Holders and Beneficial Owners shall indemnify the Depositary, the Company,
the Custodian and any of their respective directors, employees, agents and
Affiliates against, and hold each of them harmless from, any claims by any
governmental authority with respect to taxes, additions to tax, penalties or
interest arising out of any refund of taxes, reduced rate of withholding at
source or other tax benefit obtained by the Beneficial Owner or Holder.


 


The Company shall remit to the appropriate
governmental authority or agency any amounts required to be withheld by the
Company and owing to such governmental authority or agency.  Upon any such withholding, the Company shall
remit to the Depositary information, in a form reasonably satisfactory to the
Depositary, about such taxes and/or governmental charges withheld or paid, and,
if so requested, the tax receipt (or other proof of payment to the applicable
governmental authority) therefor.  The
Depositary shall, to the extent required by U.S. law, report to Holders (i) any
taxes withheld by it; (ii) any taxes withheld by the Custodian, subject to
information being provided to the Depositary by the Custodian and
(iii) any taxes withheld by the Company, subject to information being
provided to the Depositary by the Company. The Depositary and the Custodian shall
not be required to provide the Holders with any evidence of the remittance by
the Company (or its agents) of any taxes withheld, or of the payment of taxes
by the Company, except to the extent the evidence is provided by the Company to
the Depositary.  Neither the Depositary,
the Custodian, nor 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.


 


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


 


The Depositary is under no obligation to
provide the Holders and Beneficial Owners with any information about the tax
status of the Company.  The Depositary
shall not incur any liability for any tax consequences that may be incurred by
Holders and Beneficial Owners on account of their ownership of the American
Depositary Shares.


 


ARTICLE V.


 


THE DEPOSITARY, THE
CUSTODIAN AND THE COMPANY


 


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


 


24

















 


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


 


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


 


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


 


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


 


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


 


SECTION 5.2  Exoneration.  Neither the Depositary, the Custodian or
the Company shall be obligated to do or perform any act which is inconsistent
with the provisions of this Deposit Agreement or shall incur any liability
(i) if the Depositary, the Custodian or the Company or their respective
controlling persons or agents shall be prevented or forbidden from, or delayed
in, doing or performing any act or thing required by the terms of this Deposit
Agreement, by reason of any provision of any present or future law or
regulation of the United States or any state thereof, the Cayman Islands or any
other country, or of any other governmental authority or regulatory authority
or stock exchange, or on account of the possible criminal or civil penalties or
restraint, or by reason of any provision, present or future, of the Memorandum
and Articles of Association or any provision of or governing any Deposited
Securities, or by reason of any act of God or war or other circumstances beyond
its control (including, without limitation, nationalization, expropriation,
currency restrictions, work stoppage, strikes, civil unrest, revolutions,
rebellions, explosions and computer failure), (ii) by reason of any
exercise of, or failure to exercise, any discretion provided for in this
Deposit Agreement or in the Memorandum and Articles of Association or
provisions of or governing Deposited Securities, (iii) for any action or
inaction of the Depositary, the Custodian or the Company or their respective
controlling persons or agents in reliance upon the advice of or information
from legal counsel, accountants, any person presenting Shares 


 


25

















 


for deposit, any Holder, any Beneficial Owner
or authorized representative thereof, or any other person believed by it in
good faith to be competent to give such advice or information, (iv) for
the inability by a Holder or Beneficial Owner to benefit from any distribution,
offering, right or other benefit which is made available to holders of
Deposited Securities but is not, under the terms of this Deposit Agreement,
made available to Holders of American Depositary Shares or (v) for any
special, consequential, indirect or punitive damages for any breach of the terms
of this Deposit Agreement or otherwise.


 


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


 


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


 


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


 


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


 


The Depositary and its directors, officers,
affiliates, employees and agents shall not be liable for any failure to carry
out any instructions to vote any of the Deposited Securities, or for the manner
in which any vote is cast or the effects of any vote.  The Depositary shall not incur any liability
for any failure to determine that any distribution or action may be lawful or
reasonably practicable, for the content of any information submitted to it by
the Company for distribution to the Holders or for any inaccuracy of any
translation thereof, for any investment risk associated with acquiring an
interest in the Deposited Securities, for the validity or worth of the
Deposited Securities or for any tax consequences that may result from the
ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of
any third party, for allowing any rights to lapse upon the terms of this
Deposit Agreement or for the failure or timeliness of any notice from the
Company, or for any action or non action by it in reliance upon the opinion,
advice of or information from legal counsel, accountants, any person
representing Shares for deposit, any Holder or any other person believed by it
in good faith to be competent to give such advice or information.  The Depositary and its agents shall not be
liable for any acts or omissions made by a successor depositary whether in
connection with a previous act or omission of the Depositary or in connection
with any matter arising wholly after the removal or resignation of the
Depositary, provided that in connection with 


 


26

















 


the issue out of which such potential liability
arises the Depositary performed its obligations without gross negligence or
willful misconduct while it acted as Depositary.


 


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


 


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


 


The Depositary may at any time be removed by
the Company by written notice of such removal, which removal shall be effective
on the earlier of (i) the 90th day after delivery thereof to the
Depositary (whereupon the Depositary shall be entitled to take the actions
contemplated in Section 6.2 hereof), and (ii) upon the appointment by
the Company of a successor depositary and its acceptance of such appointment as
hereinafter provided, save that, any amounts, fees, costs or expenses owed to
the Depositary hereunder or in accordance with any other agreements otherwise
agreed in writing between the Company and the Depositary from time to time
shall be paid to the Depositary prior to such removal.


 


In case at any time the Depositary acting
hereunder shall resign or be removed, the Company shall use its best efforts to
appoint a successor depositary, which shall be a bank or trust company having
an office in the Borough of Manhattan, the City of New York.  Every successor depositary shall be required
by the Company to execute and deliver to its predecessor and to the Company an
instrument in writing accepting its appointment hereunder, and thereupon such
successor depositary, without any further act or deed (except as required by
applicable law), shall become fully vested with all the rights, powers, duties
and obligations of its predecessor.  The
predecessor depositary, upon payment of all sums due to it and on the written
request of the Company, shall (i) execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor
hereunder (other than as contemplated in Sections 5.8 and 5.9 hereof),
(ii) duly assign, transfer and deliver all right, title and interest to
the Deposited Securities to such successor, and (iii) deliver to such
successor a list of the Holders of all outstanding Receipts and such other
information relating to Receipts and Holders thereof as the successor may
reasonably request.  Any such successor
depositary shall promptly mail notice of its appointment to such Holders.


 


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


 


27














 


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


 


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


 


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


 


The Company will also transmit to the
Depositary (a) English language versions of the other notices, reports and
communications which are made generally available by the Company to holders of
its Shares or other Deposited Securities and (b) English language versions
of the Company’s annual and other reports prepared in accordance with the
applicable requirements of the Commission. 
The Depositary shall arrange, at the request of the Company and at the
Company’s expense, for the mailing of copies thereof to all Holders, or by any
other means as agreed between the Company and the Depositary (at the Company’s
expense) or make such notices, reports and other communications available for
inspection by all Holders, provided, that, the Depositary shall have received
evidence sufficiently satisfactory to it, including in the form of an opinion
of local and/or U.S. counsel or counsel of other applicable jurisdiction,
furnished at the expense of the Company, as the Depositary reasonably requests,
that the distribution of such notices, reports and any such other communications
to Holders from time to time is valid and does not or will not infringe any
local, U.S. or other applicable jurisdiction regulatory restrictions or
requirements if so distributed and made available to Holders.  The Company will timely provide the Depositary
with the quantity of such notices, reports, and communications, as requested by
the Depositary from time to time, in order for 


 


28

















 


the Depositary to effect such mailings. The
Company has delivered to the Depositary and the Custodian a copy of the
Memorandum and Articles of Association along with the provisions of or
governing the Shares and any other Deposited Securities issued by the Company
or any Affiliate of the Company, in connection with the Shares, in each case,
to the extent not in English, along with a certified English translation
thereof, and promptly upon any amendment thereto or change therein, the Company
shall deliver to the Depositary and the Custodian a copy of such amendment thereto
or change therein, to the extent not in English, along with a certified English
translation thereof. The Depositary may rely upon such copy for all purposes of
this Deposit Agreement.


 


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


 


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


 


29

















 


Deposit Agreement, to prevent such transaction
from violating the registration requirements of the Securities Act.


 


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


 


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


 


SECTION 5.8  Indemnification.  The Company agrees to indemnify the
Depositary, any Custodian and each of their respective directors, officers,
employees, agents and Affiliates against, and hold each of them harmless from,
any direct losses, liabilities, taxes, costs, claims, judgments, proceedings,
actions, demands and any charges or expenses of any kind whatsoever (including,
but not limited to, reasonable attorney’s fees and expenses and, in each case,
irrevocable value added tax and any similar tax charged or otherwise imposed in
respect thereof) (collectively referred to as “Losses”)
which the Depositary or any agent thereof may incur or which may be made
against it as a result of or in connection with its appointment or the exercise
of its powers and duties under this Agreement or that may arise (a) out of
or in connection with any offer, issuance, sale, resale, transfer, deposit or
withdrawal of Receipts, American Depositary Shares, the Shares, or other
Deposited Securities, as the case may be, (b) out of or in connection with
any offering documents in respect thereof or (c) out of or in connection
with acts performed or omitted, including, but not limited to, any delivery by
the Depositary on behalf of the Company of information regarding the Company in
connection with this Deposit Agreement, the Receipts, the American Depositary
Shares, the Shares, or any Deposited Securities, in any such case (i) by
the Depositary, the Custodian or any of their respective directors, officers,
employees, agents and Affiliates, except to the extent any such Losses arises
out of the negligence, wilful misconduct or bad faith of any of them, or
(ii) by the Company or any of its directors, officers, employees, agents
and Affiliates.  Notwithstanding the
above, in no event shall the Company or any of its directors, officers,
employees, agents and/or Affiliates be liable to the Depositary, any Custodian
and each of their respective directors, officers, employees, agents and
Affiliates or any other person for (a) any indirect, special, punitive or
consequential damages or (b) any Losses arising out of information
relating to the Depositary or any Custodian, as the case may be, furnished in
writing by the Depositary to the Company expressly for use in any registration
statement, proxy statement, prospectus or preliminary prospectus or any other
offering documents relating to the ADRs, the ADSs or any Deposited Securities
represented by the ADSs.


 


The Depositary agrees to indemnify the Company
and any of its respective directors, officers, employees, agents and Affiliates
against and hold each of them harmless from any direct Losses which may arise
out of acts performed or omitted to be performed by the Depositary arising out
of the negligence, wilful misconduct or bad faith of the Depositary or any of
their respective directors, officers or employees, agents and/or
Affiliates.  Notwithstanding the above,
in no event shall the Depositary or any of its directors, officers, employees,
agents 


 


30

















 


and/or Affiliates be liable for any indirect,
special punitive or consequential damages to the Company, Holders, Beneficial
Owners or any other person.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)          the Depositary may request, in its sole but reasonable discretion after
reasonable consultation with the Company, an Opinion of 


 


31

















 


Counsel regarding U.S. law, the laws of  the Cayman Islands or of any other relevant jurisdiction,
to be furnished at the expense of the Company, if at any time it deems it
necessary to seek such an Opinion of Counsel regarding the validity of any
action to be taken or instructed to be taken under this Agreement.


 


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


 


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


 


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


 


SECTION 5.10  Restricted
Securities Owners/Ownership Restrictions.  From time to time or upon request of the Depositary, the
Company shall provide to the Depositary a list setting forth, to the actual
knowledge of the Company, those persons or entities who beneficially own
Restricted Securities and the Company shall update such list on a regular
basis. The Depositary may rely on such list or update but shall not be liable
for any action or omission made in reliance thereon. The Company agrees to
advise in writing each of the persons or entities who, to the knowledge of the
Company, holds Restricted Securities that such Restricted Securities are
ineligible for deposit hereunder (except under the circumstances contemplated
in Section 2.11 hereof) and, to the extent practicable, shall require each
of such persons to represent in writing that such person will not deposit
Restricted Securities hereunder (except under the circumstances contemplated in
Section 2.11 hereof).  The Company
shall, in accordance with Article (24) of Exhibit B hereto, inform
Holders and Beneficial Owners and the Depositary of any other limitations on
ownership of Shares that the Holders and Beneficial Owners may be subject to by
reason of the number of ADSs held under the Articles of Association or
applicable Cayman Islands law, as such restrictions may be in force from time
to time.


 


The Company may, in its sole discretion, but
subject to applicable law, instruct the Depositary to take action with respect
to the ownership interest of any Holder or Beneficial Owner pursuant to the
Memorandum and Articles of Association, including but not limited to, the
removal or limitation of voting rights or the mandatory sale or disposition on
behalf of a Holder or Beneficial Owner of the Shares represented by the ADRs
held by such Holder or Beneficial Owner in excess of such limitations, if and
to the extent such disposition is permitted by applicable law and the
Memorandum and Articles of Association; provided that any such measures are
practicable and legal and can be undertaken without undue burden or expense,
and provided further the Depositary’s agreement to the foregoing is conditional



 


32

















 


upon it being advised of any applicable changes
in the Memorandum and Articles of Association. The Depositary shall have no
liability for any actions taken in accordance with such instructions.


 


ARTICLE VI.


 


AMENDMENT AND TERMINATION


 


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


 


SECTION 6.2  Termination.  The Depositary shall, at any time at the
written direction of the Company, terminate this Deposit Agreement by mailing
notice of such termination to 


 


33

















 


the Holders of all Receipts then outstanding at
least 60 days prior to the date fixed in such notice for such termination,
provided that, the Depositary shall be reimbursed for any amounts, fees, costs
or expenses owed to it in accordance with the terms of this Deposit Agreement
and in accordance with any other agreements as otherwise agreed in writing
between the Company and the Depositary from time to time, prior to such
termination shall take effect. If 90 days shall have expired after
(i) the Depositary shall have delivered to the Company a written notice of
its election to resign, or (ii) the Company shall have delivered to the
Depositary a written notice of the removal of the Depositary, and in either
case a successor depositary shall not have been appointed and accepted its
appointment as provided in Section 5.4 hereof, the Depositary may
terminate this Deposit Agreement by mailing notice of such termination to the
Holders of all Receipts then outstanding at least 30 days prior to the
date fixed for such termination. On and after the date of termination of this
Deposit Agreement, the Holder will, upon surrender of such Receipt at the
Corporate Trust Office of the Depositary, upon the payment of the charges of
the Depositary for the surrender of Receipts referred to in Section 2.6
hereof and subject to the conditions and restrictions therein set forth, and
upon payment of any applicable taxes and/or governmental charges, be entitled
to delivery, to him or upon his order, of the amount of Deposited Securities represented
by such Receipt. If any Receipts shall remain outstanding after the date of
termination of this Deposit Agreement, the Registrar thereafter shall
discontinue the registration of transfers of Receipts, and the Depositary shall
suspend the distribution of dividends to the Holders thereof, and shall not
give any further notices or perform any further acts under this Deposit
Agreement, except that the Depositary shall continue to collect dividends and
other distributions pertaining to Deposited Securities, shall sell rights or
other property as provided in this Deposit Agreement, and shall continue to
deliver Deposited Securities, subject to the conditions and restrictions set
forth in Section 2.6 hereof, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any rights or
other property, in exchange for Receipts surrendered to the Depositary (after
deducting, or charging, as the case may be, in each case, the charges of the
Depositary for the surrender of a Receipt, any expenses for the account of the
Holder in accordance with the terms and conditions of this Deposit Agreement
and any applicable taxes and/or governmental charges or assessments). At any
time after the expiration of six months from the date of termination of this
Deposit Agreement, the Depositary may sell the Deposited Securities then held
hereunder and may thereafter hold uninvested the net proceeds of any such sale,
together with any other cash then held by it hereunder, in an unsegregated
account, without liability for interest for the pro rata benefit of the Holders
of Receipts whose Receipts have not theretofore been surrendered. After making
such sale, the Depositary shall be discharged from all obligations under this
Deposit Agreement with respect to the Receipts and the Shares, Deposited
Securities and American Depositary Shares, except to account for such net
proceeds and other cash (after deducting, or charging, as the case may be, in
each case, the charges of the Depositary for the surrender of a Receipt, any
expenses for the account of the Holder in accordance with the terms and
conditions of this Deposit Agreement and any applicable taxes and/or
governmental charges or assessments). Upon the termination of this Deposit
Agreement, the Company shall be discharged from all obligations under this
Deposit Agreement except for its obligations to the Depositary hereunder.


 


34

















 


ARTICLE VII.


 


MISCELLANEOUS


 


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


 


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


 


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


 


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


 


SECTION 7.5  Notices.  Any and all notices to be given to the
Company shall be deemed to have been duly given if personally delivered or sent
by mail, air courier or cable, telex, facsimile transmission or electronic
transmission, confirmed by letter, addressed to Bona Film Group Limited, 11/F
Guan Hu Garden 3, 105 Yao Jia Yuan Road, Chaoyang District, Beijing 100025,
People’s Republic of China, or to any other address which the Company may
specify in writing to the Depositary.


 


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


 


35

















 


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


 


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


 


SECTION 7.6  Governing Law and
Jurisdiction.  This
Deposit Agreement and the Receipts shall be interpreted in accordance with, and
all rights hereunder and thereunder and provisions hereof and thereof shall be
governed by, the laws of the State of New York without reference to the
principles of choice of law thereof. 
Except as set forth in the following paragraph of this Section 7.6,
the Company and the Depositary agree that the federal or state courts in the
City of New York shall have non-exclusive jurisdiction to hear and determine
any suit, action or proceeding and to settle any dispute between them that may
arise out of or in connection with this Deposit Agreement and, for such
purposes, each irrevocably submits to the non-exclusive jurisdiction of such
courts. The Company hereby irrevocably designates, appoints and empowers Law
Debenture Corporate Services Inc. (the “Process Agent”),
now at 400 Madison Avenue, 4th Floor, New York, New York 10017, as its
authorized agent to receive and accept for and on its behalf, and on behalf of
its properties, assets and revenues, service by mail of any and all legal
process, summons, notices and documents that may be served in any suit, action
or proceeding brought against the Company in any federal or state court as
described in the preceding sentence or in the next paragraph of this
Section 7.6. If for any reason the Process Agent shall cease to be
available to act as such, the Company agrees to designate a new agent in The
City of New York on the terms and for the purposes of this Section 7.6
reasonably satisfactory to the Depositary. The Company further hereby
irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents in any suit, action or proceeding against the
Company, by service by mail of a copy thereof upon the Process Agent (whether
or not the appointment of such Process Agent shall for any reason prove to be
ineffective or such Process Agent shall fail to accept or acknowledge such
service), with a copy mailed to the Company by registered or certified air
mail, postage prepaid, to its address provided in Section 7.5 hereof. The
Company agrees that the failure of the Process Agent to give any notice of such
service to it shall not impair or affect in any way the validity of such
service or any judgment rendered in any action or proceeding based thereon.


 


Notwithstanding the foregoing, the Depositary
and the Company unconditionally agree that in the event that a Holder or
Beneficial Owner brings a suit, action or proceeding against 


 


36

















 


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


 


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


 


The Company and the Depositary agree that,
notwithstanding the foregoing, with regard to any claim or dispute or
difference of whatever nature between the parties hereto arising directly or
indirectly from the relationship created by this Deposit Agreement, the
Depositary, in its sole discretion, shall be entitled to refer such dispute or
difference for final settlement by arbitration (“Arbitration”)
in accordance with the applicable rules of the American Arbitration
Association (the “Rules”) then in
force, by a sole arbitrator appointed in accordance with the Rules.  The seat and place of any reference to
Arbitration shall be New York, New York State. 
The procedural law of any Arbitration shall be New York law and the
language to be used in the Arbitration shall be English. The fees of the
arbitrator and other costs incurred by the parties in connection with such
Arbitration shall be paid by the party that is unsuccessful in such
Arbitration.


 


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


 


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


 


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


 


SECTION 7.8  Agents.  The Depositary shall be entitled, in its
sole but reasonable discretion, to appoint one or more agents (the “Agents”) of which it shall have control for the 


 


37

















 


purpose, inter alia, of
making distributions to the Holders or otherwise carrying out its obligations
under this Agreement.


 


SECTION 7.9  Exclusivity.  The Company agrees not to appoint any
other depositary for the issuance or administration of depositary receipts
evidencing any class of stock of the Company so long as Deutsche Bank Trust
Company Americas is acting as Depositary hereunder.


 


SECTION 7.10  Compliance with
U.S. Securities Laws.  Notwithstanding
anything in this Deposit Agreement to the contrary, the withdrawal or delivery
of Deposited Securities will not be suspended by the Company or the Depositary
except as would be permitted by Instruction I.A.(1) of the General
Instructions to Form F-6 Registration Statement, as amended from time to
time, under the Securities Act.


 


SECTION 7.11  Titles.  All references in this Deposit Agreement
to exhibits, Articles, sections, subsections, and other subdivisions refer to
the exhibits, Articles, sections, subsections and other subdivisions of this
Deposit Agreement unless expressly provided otherwise.  The words “this Deposit
Agreement”, “herein”, “hereof”, “hereby”, “hereunder”, and words of similar import refer to the Deposit
Agreement as a whole as in effect between the Company, the Depositary and the
Holders and Beneficial Owners of ADSs and not to any particular subdivision
unless expressly so limited.  Pronouns in
masculine, feminine and neuter gender shall be construed to include any other
gender, and words in the singular form shall be construed to include the plural
and vice versa unless the context otherwise requires.  Titles to sections of this Deposit Agreement
are included for convenience only and shall be disregarded in construing the
language contained in this Deposit Agreement.


 


38

















 


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


 


	
   

  	
  BONA FILM GROUP LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


39














 


EXHIBIT A


 


CUSIP
[·]


 


ISIN [·]


 


	
   

  	
  American Depositary Shares
  (Each two

  
	
   

  	
  American Depositary Shares

  
	
   

  	
  representing one

  
	
   

  	
  Fully Paid Ordinary Share)

  



 


[FORM OF FACE OF
RECEIPT]


 


AMERICAN DEPOSITARY RECEIPT


 


for


 


AMERICAN DEPOSITARY SHARES


 


representing


 


DEPOSITED ORDINARY SHARES


 


of


 


BONA FILM GROUP  LIMITED


 


(Incorporated under the laws
of the Cayman Islands)


 


DEUTSCHE BANK TRUST COMPANY AMERICAS, as
depositary (herein called the “Depositary”),
hereby certifies that                
is the owner of                
American Depositary Shares (hereinafter “ADS”),
representing deposited ordinary shares, each of Par Value of $0.0005 including
evidence of rights to receive such ordinary shares (the “Shares”)
of Bona Film Group Limited, a company incorporated under the laws of the Cayman
Islands (the “Company”). As of the date of the
Deposit Agreement (hereinafter referred to), each two ADSs represents one Share
deposited under the Deposit Agreement with the Custodian which at the date of
execution of the Deposit Agreement is Deutsche Bank AG, Hong Kong Branch (the “Custodian”). The ratio of Depositary Shares to shares of
stock is subject to subsequent amendment as provided in Article IV of the
Deposit Agreement.  The Depositary’s
Corporate Trust Office is located at 60 Wall Street, New York, New York 10005,
U.S.A.


 


(1)           The
Deposit Agreement.  This American
Depositary Receipt is one of an issue of American Depositary Receipts (“Receipts”), all issued or to be issued upon the terms and
conditions set forth in the Deposit Agreement, dated as of [•], 2010 (as
amended from time to time, the “Deposit Agreement”),
by and among the Company, the Depositary, and all Holders and Beneficial Owners
from time to time of Receipts issued thereunder, each of whom by accepting a
Receipt agrees to become a party thereto and becomes bound by all the terms and
conditions thereof. The Deposit Agreement sets forth the rights and obligations
of 


 


40

















 


Holders and Beneficial Owners of Receipts and
the rights and duties of the Depositary in respect of the Shares deposited
thereunder and any and all other securities, property and cash from time to
time, received in respect of such Shares and held thereunder (such Shares,
other securities, property and cash are herein called “Deposited
Securities”). Copies of the Deposit Agreement are on file at the
Corporate Trust Office of the Depositary and the Custodian.


 


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


 


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


 


(2)           Surrender
of Receipts and Withdrawal of Deposited Securities.  Upon surrender, at the Corporate Trust Office
of the Depositary, of ADSs evidenced by this Receipt for the purpose of
withdrawal of the Deposited Securities represented thereby, and upon payment of
(i) the charges of the Depositary for the making of withdrawals and
cancellation of Receipts (as set forth in Section 5.9 of the Deposit
Agreement and Article (9) hereof) and (ii) all fees, taxes
and/or governmental charges payable in connection with such surrender and
withdrawal, and, subject to the terms and conditions of the Deposit Agreement,
the Memorandum and Articles of Association, Section 7.10 of the Deposit
Agreement, Article (22) hereof and the provisions of or governing the
Deposited Securities and other applicable laws, the Holder of the American
Depositary Shares evidenced hereby is entitled to delivery, to him or upon his
order, of the Deposited Securities represented by the ADS so surrendered.  Subject to the last sentence of this
paragraph, such Deposited Securities may be delivered in certificated form or
by electronic delivery. ADS may be surrendered for the purpose of withdrawing
Deposited Securities by delivery of a Receipt evidencing such ADS (if held in
registered form) or by book-entry delivery of such ADS to the Depositary.


 


41

















 


A Receipt surrendered for such purposes shall,
if so required by the Depositary, be properly endorsed in blank or accompanied
by proper instruments of transfer in blank, and if the Depositary so requires,
the Holder thereof shall execute and deliver to the Depositary a written order
directing the Depositary to cause the Deposited Securities being withdrawn to
be delivered to or upon the written order of a person or persons designated in
such order. Thereupon, the Depositary shall direct the Custodian to Deliver
(without unreasonable delay) at the designated office of the Custodian (subject
to the terms and conditions of the Deposit Agreement, to the Memorandum and
Articles of Association, and to the provisions of or governing the Deposited
Securities and applicable laws, now or hereafter in effect), to or upon the
written order of the person or persons designated in the order delivered to the
Depositary as provided above, the Deposited Securities represented by such
ADSs, together with any certificate or other proper documents of or relating to
title for the Deposited Securities or evidence of the electronic transfer
thereof (if available) as the case may be to or for the account of such
person.  The Depositary may make delivery
to such person or persons at the Corporate Trust Office of the Depositary of
any dividends or distributions with respect to the Deposited Securities
represented by such Receipt, or of any proceeds of sale of any dividends,
distributions or rights, which may at the time be held by the Depositary.


 


The Depositary may, in its discretion, refuse
to accept for surrender a number of American Depositary Shares representing a
number of Shares other than a whole number of Shares.  In the case of surrender of a Receipt
evidencing a number of ADSs representing other than a whole number of Shares,
the Depositary shall cause ownership of the appropriate whole number of Shares
to be delivered in accordance with the terms hereof, and shall, at the
discretion of the Depositary, either (i) issue and deliver to the person
surrendering such Receipt a new Receipt evidencing American Depositary Shares
representing any remaining fractional Share, or (ii) sell or cause to be
sold the fractional Shares represented by the Receipt so surrendered and remit
the proceeds thereof (net of (a) applicable fees and charges of, and
expenses incurred by, the Depositary and (b) taxes and/or governmental
charges) to the person surrendering the Receipt.  At the request, risk and expense of any
Holder so surrendering a Receipt, and for the account of such Holder, the
Depositary shall direct the Custodian to forward (to the extent permitted by
law) any cash or other property (other than securities) held in respect of, and
any certificate or certificates and other proper documents of or relating to
title to, the Deposited Securities represented by such Receipt to the
Depositary for delivery at the Corporate Trust Office of the Depositary, and
for further delivery to such Holder. 
Such direction shall be given by letter or, at the request, risk and
expense of such Holder, by cable, telex or facsimile transmission.


 


(3)           Transfers,
Split-Ups and Combinations of Receipts. 
Subject to the terms and conditions of the Deposit Agreement, the
Registrar shall register transfers of Receipts on its books, upon surrender at
the Corporate Trust Office of the Depositary of a Receipt by the Holder thereof
in person or by duly authorized attorney, properly endorsed or accompanied by
proper instruments of transfer (including signature guarantees in accordance
with standard industry practice) and duly stamped as may be required by the
laws of the State of New York and of the United States of America, of the
Cayman Islands and of any other applicable jurisdiction.  Subject to the terms and conditions of the
Deposit Agreement, including payment of the applicable fees and expenses
incurred by, and charges of, the Depositary, the Depositary shall execute and
deliver a new Receipt(s) (and if necessary, cause the Registrar to
countersign such Receipt(s)) and deliver same to or upon the order of the
person entitled to such Receipts evidencing the same aggregate number of ADSs
as those evidenced by the Receipts surrendered. Upon surrender of a Receipt or
Receipts for the purpose of effecting a 


 


42

















 


split-up or combination of such Receipt or
Receipts upon payment of the applicable fees and charges of the Depositary, and
subject to the terms and conditions of the Deposit Agreement, the Depositary
shall execute and deliver a new Receipt or Receipts for any authorized number
of ADSs requested, evidencing the same aggregate number of ADSs as the Receipt
or Receipts surrendered.


 


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


 


The issuance of ADSs against deposits of Shares
generally or against deposits of particular Shares may be suspended, or the
issuance of ADSs against the deposit of particular Shares may be withheld, or
the registration of transfer of Receipts in particular instances may be
refused, or the registration of transfer of Receipts generally may be
suspended, during any period when the transfer books of the Depositary are
closed or if any such action is deemed necessary or advisable by the Depositary
or the Company, in good faith, at any time or from time to time because of any
requirement of law, any government or governmental body or commission or any
securities exchange upon which the Receipts or Share are listed, or under any
provision of the Deposit Agreement or provisions of, or governing, the
Deposited Securities or any meeting of shareholders of the Company or for any
other reason, subject in all cases to Article (22) hereof. Notwithstanding
any provision of the Deposit Agreement or this Receipt to the contrary, the
Holders of Receipts are entitled to surrender outstanding ADSs to withdraw the
Deposited Securities at any time subject only to (i) temporary delays
caused by closing the transfer books of the Depositary or the Company or the
deposit of Shares in connection with voting at a shareholders’ meeting or the
payment of dividends, (ii) the payment of fees, taxes and/or similar
charges, (iii) compliance with any U.S. or foreign laws or governmental
regulations relating to the Receipts or to the withdrawal of the Deposited
Securities, and (iv) other circumstances specifically contemplated by Section I.A.(l) of
the General Instructions to Form F-6 (as such General Instructions may be
amended from time to time). Without limitation of the foregoing, the Depositary
shall not knowingly accept for deposit under the Deposit Agreement any Shares
or other Deposited Securities required to be registered under the provisions of
the Securities Act, unless a registration statement is in effect as to such
Shares.


 


(5)           Compliance
With Information Requests.  Notwithstanding
any other provision of the Deposit Agreement or this Receipt, each Holder and
Beneficial Owner of the ADSs represented hereby agrees to comply with requests
from the Company pursuant to the laws of the Cayman Islands, the rules and
requirements of the Nasdaq Global Market and any other stock exchange on which
the Shares are, or will be registered, traded or listed, the Memorandum and
Articles of Association, which are made to provide information as to the 


 


43

















 


capacity in which such Holder or Beneficial
Owner owns ADSs and regarding the identity of any other person interested in
such ADSs and the nature of such interest and various other matters whether or
not they are Holders and/or Beneficial Owner at the time of such request. The
Depositary agrees to use reasonable efforts to forward any such requests to the
Holders and to forward to the Company any such responses to such requests
received by the Depositary.


 


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


 


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


 


(7)           Representations
and Warranties of Depositors.  Each
person depositing Shares under the Deposit Agreement shall be deemed thereby to
represent and warrant that (i) such Shares (and the certificates therefor)
are duly authorized, validly issued, fully paid, non-assessable and were
legally obtained by such person, (ii) all preemptive (and similar) rights,
if any, with respect to such Shares, have been validly waived or exercised,
(iii) the person making such deposit is duly authorized so to do,
(iv) the Shares presented for deposit are free and clear of any lien,
encumbrance, security interest, charge, mortgage or adverse claim, and are not,
and the ADSs issuable upon such deposit will not be, Restricted Securities
(except as contemplated by Section 2.11 of the Deposit Agreement),
(v) the Shares presented for deposit have not been stripped of any rights
or entitlements and (vi) the Shares are not subject to any lock-up
agreement with the Company or other party, or the Shares are subject to lock-up
agreement but such lock-up agreement has terminated or the lock-up restrictions
imposed thereunder have expired or been validly waived.  Such representations and warranties shall
survive the deposit and withdrawal of Shares and the issuance, cancellation and
transfer of ADSs.  If any such representations
or warranties are false in any way, the Company and Depositary shall be
authorized, at the cost and expense of the person depositing Shares, to take
any and all actions necessary to correct the consequences thereof.


 


44

















 


(8)           Filing
Proofs, Certificates and Other Information. 
Any person presenting Shares for deposit, any Holder and any Beneficial
Owner may be required, and every Holder and Beneficial Owner agrees, from time
to time to provide to the Depositary such proof of citizenship or residence,
taxpayer status, payment of all applicable taxes and/or other governmental
charges, exchange control approval, legal or beneficial ownership of ADSs and
Deposited Securities, compliance with applicable laws and the terms of the
Deposit Agreement and the provisions of, or governing, the Deposited Securities
or other information as the Depositary deems necessary or proper or as the
Company may reasonably require by written request to the Depositary consistent
with its obligations under the Deposit Agreement. Subject to Article (22)
hereof and the terms of the Deposit Agreement, the Depositary and the
Registrar, as applicable, may withhold the delivery or registration of transfer
of any Receipt or the distribution or sale of any dividend or other
distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed, or such
certifications are executed, or such representations and warranties made, or
such information and documentation are provided.


 


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


 


(i)            to
any person to whom ADSs are issued or to any person to whom a distribution is
made in respect of ADS distributions pursuant to stock dividends or other free
distributions of stock, bonus distributions, stock splits or other
distributions (except where converted to cash), a fee of up to U.S.$0.05 per
ADS so issued under the terms of the Deposit Agreement to be determined by the
Depositary;


 


(ii)           to
any person surrendering ADSs for cancellation and withdrawal of Deposited
Securities including, inter alia,
cash distributions made pursuant to a cancellation or withdrawal, a fee of up
to U.S.$0.05 per ADS so surrendered;


 


(iii)          to
any Holder of ADSs, a fee of up to U.S.$0.05 per ADS  held for the distribution of cash proceeds,
including cash dividends or sale of rights and other entitlements, not made
pursuant to a cancellation or withdrawal;


 


(iv)          to
any holder of ADSs, a fee of up to U.S.$0.05 per ADS issued upon the exercise
of rights; and


 


(v)           for
the operation and maintenance costs in administering the ADSs an annual fee of
up to U.S.$0.05 per ADS, such fee to be assessed against Holders of record as
of the date or dates set by the Depositary as it sees fit and collected at the
sole discretion of the Depositary by billing such Holders for such fee or by
deducting such fee from one or more cash dividends or other cash distributions.


 


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


 


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


 


45

















 


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


 


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


 


(iv)          the
expenses and charges incurred by the Depositary in the conversion of Foreign
Currency;


 


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


 


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


 


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


 


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


 


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


 


(11)         Validity
of Receipt.  This Receipt shall not
be entitled to any benefits under the Deposit Agreement or be valid or
enforceable for any purpose, unless this Receipt has been (i) dated,
(ii) signed by the manual or facsimile signature of a duly authorized
signatory of the Depositary, (iii) if a Registrar for the Receipts shall
have been appointed, countersigned by the manual or facsimile signature of a
duly authorized signatory of the Registrar and (iv) registered in the
books maintained by the Depositary or the Registrar, as applicable, for 


 


46

















 


the issuance and transfer of Receipts.  Receipts bearing the facsimile signature of a
duly-authorized signatory of the Depositary or the Registrar, who at the time
of signature was a duly-authorized signatory of the Depositary or the
Registrar, as the case may be, shall bind the Depositary, notwithstanding the
fact that such signatory has ceased to be so authorized prior to the execution
and delivery of such Receipt by the Depositary or did not hold such office on
the date of issuance of such Receipts.


 


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


 


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


 


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


 


	
  Dated:

  	
  DEUTSCHE BANK TRUST

  
	
   

  	
  COMPANY AMERICAS, as Depositary

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


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


 


47














 


EXHIBIT
B


 


[FORM OF
REVERSE OF RECEIPT]

SUMMARY OF CERTAIN ADDITIONAL PROVISIONS

OF THE DEPOSIT AGREEMENT


 


(13)         Dividends
and Distributions in Cash, Shares, etc. 
Whenever the Depositary receives confirmation from the Custodian of
receipt of any cash dividend or other cash distribution on any Deposited
Securities, or receives proceeds from the sale of any Shares, rights securities
or other entitlements under the Deposit Agreement, the Depositary will, if at
the time of receipt thereof any amounts received in a Foreign Currency can, in
the judgment of the Depositary (upon the terms of the Deposit Agreement), be
converted on a practicable basis, into Dollars transferable to the United
States, promptly convert or cause to be converted such dividend, distribution
or proceeds into Dollars and will distribute promptly the amount thus received
(net of applicable fees and charges of, and expenses incurred by, the
Depositary and taxes and/or governmental charges) to the Holders of record as
of the ADS Record Date in proportion to the number of ADS representing such
Deposited Securities held by such Holders respectively as of the ADS Record
Date.  The Depositary shall distribute
only such amount, however, as can be distributed without attributing to any
Holder a fraction of one cent.  Any such
fractional amounts shall be rounded to the nearest whole cent and so
distributed to Holders entitled thereto. 
If the Company, the Custodian or the Depositary is required to withhold
and does withhold from any cash dividend or other cash distribution in respect
of any Deposited Securities an amount on account of taxes, duties or other
governmental charges, the amount distributed to Holders on the ADSs
representing such Deposited Securities shall be reduced accordingly. Such withheld
amounts shall be forwarded by the Company, the Custodian or the Depositary to
the relevant governmental authority.  Any
Foreign Currency received by the Depositary shall be converted upon the terms
and conditions set forth in the Deposit Agreement.


 


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


 


In the event that (x) the Depositary determines
that any distribution in property (including Shares) is subject to any tax or
other governmental charges which the Depositary is obligated to withhold, or,
(y) if the Company, in the fulfillment of its obligations under the Deposit Agreement,
has either (a) furnished an opinion of U.S. counsel determining that Shares
must 


 


48

















 


be registered under the Securities Act or other
laws in order to be distributed to Holders (and no such registration statement
has been declared effective), or (b) fails to timely deliver the documentation
contemplated in the Deposit Agreement, the Depositary may dispose of all or a
portion of such property (including Shares and rights to subscribe therefor) in
such amounts and in such manner, including by public or private sale, as the
Depositary deems necessary and practicable, and the Depositary shall distribute
the net proceeds of any such sale (after deduction of taxes and/or governmental
charges, and fees and charges of, and expenses incurred by, the Depositary) to
Holders entitled thereto upon the terms of the Deposit Agreement. The
Depositary shall hold and/or distribute any unsold balance of such property in
accordance with the provisions of the Deposit Agreement.


 


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


 


Upon receipt by the Depositary of a notice
indicating that the Company wishes rights to subscribe for additional Shares to
be made available to Holders of ADSs, the Company shall determine whether it is
lawful and reasonably practicable to make such rights available to the Holders.
The Depositary shall make such rights available to any Holders only if the Company
shall have timely requested that such rights be made available to Holders, the
Depositary shall have received the documentation required by the Deposit
Agreement, and the Depositary shall have determined that such distribution of
rights is lawful and reasonably practicable. 
If such conditions are not satisfied, the Depositary shall sell the
rights as described below.  In the event
all conditions set forth above are satisfied, the Depositary shall establish an
ADS Record Date and establish procedures (x) to distribute such rights (by
means of warrants or otherwise) and (y) to enable the Holders to exercise the
rights (upon payment of the applicable fees and charges of, and expenses
incurred by, the Depositary and taxes and/or governmental charges).  Nothing herein or in the Deposit Agreement
shall obligate the Depositary to make available to the Holders a method to
exercise such rights to subscribe for Shares (rather than ADSs).  If (i) the Company does not timely request
the Depositary to make the rights available to Holders or if the Company
requests that the rights 


 


49

















 


not be made available to Holders, (ii) the
Depositary fails to receive the documentation required by the Deposit Agreement
or determines it is not lawful or reasonably practicable to make the rights
available to Holders, or (iii) any rights made available are not exercised and
appear to be about to lapse, the Depositary shall determine whether it is
lawful and reasonably practicable to sell such rights, in a riskless principal
capacity or otherwise, at such place and upon such terms (including public
and/or private sale) as it may deem proper. 
The Depositary shall, upon such sale, convert and distribute proceeds of
such sale (net of applicable fees and charges of, and expenses incurred by, the
Depositary and taxes and/or governmental charges) upon the terms hereof and in
the Deposit Agreement.  If the Depositary
is unable to make any rights available to Holders or to arrange for the sale of
the rights upon the terms described above, the Depositary shall allow such
rights to lapse.  The Depositary shall
not be responsible for (i) any failure to determine that it may be lawful or
practicable to make such rights available to Holders in general or any Holders
in particular, (ii) any foreign exchange exposure or loss incurred in
connection with such sale, or exercise, or (iii) the content of any materials
forwarded to the Holders on behalf of the Company in connection with the rights
distribution.


 


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


 


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


 


Upon receipt of a notice regarding property
other than cash, Shares or rights to purchase additional Shares, to be made to
Holders of ADSs, the Depositary shall determine, after consultation with the
Company, whether such distribution to Holders is lawful and reasonably
practicable.  The Depositary shall not
make such distribution unless (i) the Company shall have timely requested the
Depositary to make such distribution to Holders, 


 


50

















 


(ii) the Depositary shall have received the
documentation required by the Deposit Agreement, and (iii) the Depositary shall
have determined that such distribution is lawful and reasonably
practicable.  Upon satisfaction of such
conditions, the Depositary shall distribute the property so received to the
Holders of record as of the ADS Record Date, in proportion to the number of
ADSs held by such Holders respectively and in such manner as the Depositary may
deem practicable for accomplishing such distribution (i) upon receipt of
payment or net of the applicable fees and charges of, and expenses incurred by,
the Depositary, and (ii) net of any taxes and/or governmental charges.  The Depositary may dispose of all or a
portion of the property so distributed and deposited, in such amounts and in
such manner (including public or private sale) as the Depositary may deem
practicable or necessary to satisfy any taxes (including applicable interest
and penalties) or other governmental charges applicable to the distribution.


 


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


 


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


 


(15)         Voting
of Deposited Securities.  Subject to
the next sentence, as soon as practicable after receipt of notice of any
meeting at which the holders of Shares or other Deposited Securities are
entitled to vote, or of solicitation of consents or proxies from holders of
Shares or other Deposited Securities, the Depositary shall fix the ADS Record
Date in respect of such meeting or solicitation of consent or proxy. The
Depositary shall, if requested by the Company in writing in a timely manner
(the Depositary having no obligation to take any further action if the request
shall not have been received by the Depositary at least 21 Business Days prior
to the date of such vote or meeting) and at the Company’s expense and provided
no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery, or
by electronic transmission, or otherwise distribute as soon as practicable
after receipt thereof to Holders as of the ADS Record Date: (a) such notice of
meeting or solicitation of consent or proxy; (b) a statement that the Holders
at the close of business on the ADS Record Date will 


 


51

















 


be entitled, subject to any applicable law, the
Memorandum and Articles of Association and the provisions of or governing the
Deposited Securities, to instruct the Depositary as to the exercise of the
voting rights, if any, pertaining to the Shares or other Deposited Securities
represented by such Holder’s American Depositary Shares; and (c) a brief
statement as to the manner in which such instructions may be given to the
Depositary or in which voting instructions may be deemed to have been given in
accordance with Section 4.8 of the Deposit Agreement, including an express
indication that instructions may be given (or be deemed given in accordance
with the next paragraph of this Article if no instruction is received) to the
Depositary to give a discretionary proxy to a person or persons designated by
the Company.  Voting instructions may be
given only in respect of a number of American Depositary Shares representing an
integral number of Shares or other Deposited Securities.  Upon the timely receipt of written
instructions of a Holder of American Depositary Shares on the ADS Record Date
of voting instructions in the manner specified by the Depositary, the
Depositary shall endeavor,
insofar as practicable and permitted under applicable law, the provisions of
this Deposit Agreement, the Memorandum and Articles of Association and the
provisions of or governing the Deposited Securities, to vote or cause the
Custodian to vote the Shares and/or other Deposited Securities (in person or by
proxy) represented by American Depositary Shares evidenced by such Receipt in
accordance with such voting instructions.


 


In the event that the Depositary (i) timely
receives voting instructions from a Holder which fail to specify the manner in
which the Depositary is to vote the Deposited Securities represented by such
Holder’s ADSs or (ii) no timely instructions are received by the Depositary
from a Holder with respect to any of the Deposited Securities represented by
the ADSs held by such Holder on the ADS Record Date, the Depositary shall
(unless otherwise specified in the notice distributed to Holders) deem such
Holder to have instructed the Depositary to give a discretionary proxy to a
person designated by the Company with respect to such Deposited Securities and
the Depositary shall give a discretionary proxy to a person designated by the
Company to vote such Deposited Securities, provided, however, that no such
instruction shall be deemed given and no such discretionary proxy shall be
given with respect to any matter as to which the Company informs the Depositary
(and the Company agrees to provide such information as promptly as practicable
in writing, if applicable) that (x) the Company does not wish to give such
proxy, (y) the Company is aware or should reasonably be aware that substantial
opposition exists from Holders against the outcome for which the person
designated by the Company would otherwise vote or (z) the outcome for which the
person designated by the Company would otherwise vote would materially and
adversely affect the rights of holders of Shares, provided, further, that the
Company will have no liability to any Holder or Beneficial Owner resulting from
such notification.


 


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


 


Neither the Depositary nor the Custodian shall,
under any circumstances exercise any discretion as to voting, and neither the
Depositary nor the Custodian shall vote, attempt to exercise the right to vote,
or in any way make use of for purposes of establishing a quorum or otherwise,
the Shares or other Deposited Securities represented by ADSs except pursuant to
and in accordance with such written instructions from Holders, including the
deemed 


 


52

















 


instruction to the Depositary to give a
discretionary proxy to a person designated by the Company.  Shares or other Deposited Securities
represented by ADSs for which (i) no timely voting instructions are received by
the Depositary from the Holder, or (ii) timely voting instructions are received
by the Depositary from the Holder but such voting instructions fail to specify
the manner in which the Depositary is to vote the Deposited Securities
represented by such Holder’s ADSs, shall be voted in the manner provided in
Section 4.8 of the Deposit Agreement. 
Notwithstanding anything else contained herein, and subject to
applicable law, regulation and the Memorandum and Articles of Association, the
Depositary shall, if so requested in writing by the Company, represent all
Deposited Securities (whether or not voting instructions have been received in
respect of such Deposited Securities from Holders as of the ADS Record Date)
for the purpose of establishing quorum at a meeting of shareholders.


 


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


 


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


 


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


 


53

















 


(17)         Exoneration.  Neither the Depositary, the Custodian or the
Company shall be obligated to do or perform any act which is inconsistent with
the provisions of the Deposit Agreement or shall incur any liability (i) if the
Depositary, the Custodian or the Company or their respective controlling
persons or agents shall be prevented or forbidden from, or subjected to any
civil or criminal penalty or restraint on account of, or delayed in, doing or
performing any act or thing required by the terms of the Deposit Agreement and
this Receipt, by reason of any provision of any present or future law or
regulation of the United States, the Cayman
Islands or any other country, or of any other governmental authority or
regulatory authority or stock exchange, or by reason of any provision, present
or future of the Memorandum and Articles of Association or any provision of or
governing any Deposited Securities, or by reason of any act of God or war or
other circumstances beyond its control, (including, without limitation,
nationalization, expropriation, currency restrictions, work stoppage, strikes,
civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by
reason of any exercise of, or failure to exercise, any discretion provided for
in the Deposit Agreement or in the Memorandum and Articles of Association or
provisions of or governing Deposited Securities, (iii) for any action or
inaction of the Depositary, the Custodian or the Company or their respective
controlling persons or agents in reliance upon the advice of or information
from legal counsel, accountants, any person presenting Shares for deposit, any
Holder, any Beneficial Owner or authorized representative thereof, or any other
person believed by it in good faith to be competent to give such advice or
information, (iv) for any inability by a Holder or Beneficial Owner to benefit
from any distribution, offering, right or other benefit which is made available
to holders of Deposited Securities but is not, under the terms of the Deposit
Agreement, made available to Holders of ADS or (v) for any consequential or
punitive damages for any breach of the terms of the Deposit Agreement.  The Depositary, its controlling persons, its
agents, any Custodian and the Company, its controlling persons and its agents
may rely and shall be protected in acting upon any written notice, request,
opinion or other document believed by it to be genuine and to have been signed
or presented by the proper party or parties. 
No disclaimer of liability under the Securities Act is intended by any
provision of the Deposit Agreement.


 


(18)         Standard
of Care.  The Company and the
Depositary and their respective directors, officers, affiliates, employees and
agents assume no obligation and shall not be subject to any liability under the
Deposit Agreement or the Receipts to Holders or Beneficial Owners or other
persons, except in accordance with Section 5.8 of the Deposit Agreement,
provided, that the Company and the Depositary and their respective directors,
officers, affiliates, employees and agents agree to perform their respective
obligations specifically set forth in the Deposit Agreement without gross
negligence or bad faith.  The Depositary
and its directors, officers, affiliates, employees and agents shall not be
liable for any failure to carry out any instructions to vote any of the
Deposited Securities, or for the manner in which any vote is cast or the effect
of any vote, provided that any such action or omission is in good faith and in
accordance with the terms of the Deposit Agreement.  The Depositary shall not incur any liability
for any failure to determine that any distribution or action may be lawful or
reasonably practicable, for the content of any information submitted to it by
the Company for distribution to the Holders or for any inaccuracy of any
translation thereof, for any investment risk associated with acquiring an
interest in the Deposited Securities, for the validity or worth of the
Deposited Securities or for any tax consequences that may result from the
ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of
any third party, for allowing any rights to lapse upon the terms of the Deposit
Agreement or for the failure or timeliness of any notice from the Company.  In no event shall the Depositary or any of
its Agents be liable for any indirect, special, punitive or consequential
damage.


 


54

















 


(19)         Resignation
and Removal of the Depositary; Appointment of Successor Depositary.  The Depositary may at any time resign as
Depositary under the Deposit Agreement by written notice of resignation
delivered to the Company, such resignation to be effective on the earlier of
(i) the 90th day after delivery thereof to the Company, or (ii) upon the
appointment of a successor depositary and its acceptance of such appointment as
provided in the Deposit Agreement, save that, any amounts, fees, costs or
expenses owed to the Depositary under the Deposit Agreement or in accordance
with any other agreements otherwise agreed in writing between the Company and
the Depositary from time to time shall be paid to the Depositary prior to such
resignation. The Company shall use reasonable efforts to appoint such successor
depositary, and give notice to the Depositary of such appointment, not more
than 90 days after delivery by the Depositary of written notice of resignation
as provided in the Deposit Agreement. 
The Depositary may at any time be removed by the Company by written
notice of such removal which notice shall be effective on the earlier of (i) the
90th day after delivery thereof to the Depositary, or (ii) upon the appointment
of a successor depositary and its acceptance of such appointment as provided in
the Deposit Agreement save that, any amounts, fees, costs or expenses owed to
the Depositary under the Deposit Agreement or in accordance with any other
agreements otherwise agreed in writing between the Company and the Depositary
from time to time shall be paid to the Depositary prior to such removal. In
case at any time the Depositary acting hereunder shall resign or be removed,
the Company shall use its best efforts to appoint a successor depositary which
shall be a bank or trust company having an office in the Borough of Manhattan,
the City of New York. 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, upon payment of all sums due it and on the
written request of the Company, shall (i) execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor
hereunder (other than as contemplated in the Deposit Agreement), (ii) duly
assign, transfer and deliver all right, title and interest to the Deposited
Securities to such successor, and (iii) deliver to such successor a list of the
Holders of all outstanding Receipts and such other information relating to
Receipts and Holders thereof as the successor may reasonably request. Any such
successor depositary shall promptly mail notice of its appointment to such
Holders.  Any corporation into or with
which the Depositary may be merged or consolidated shall be the successor of
the Depositary without the execution or filing of any document or any further
act.


 


(20)         Amendment/Supplement.  Subject to the terms and conditions of this
Article (20), and applicable law, this Receipt and any provisions of the
Deposit Agreement may at any time and from time to time be amended or
supplemented by written agreement between the Company and the Depositary in any
respect which they may deem necessary or desirable without the consent of the
Holders or Beneficial Owners. Any amendment or supplement which shall impose or
increase any fees or charges (other than the charges of the Depositary in
connection with foreign exchange control regulations, and taxes and/or other
governmental charges, delivery and other such expenses), or which shall
otherwise materially prejudice any substantial existing right of Holders or
Beneficial Owners, shall not, however, become effective as to outstanding
Receipts until 30 days after notice of such amendment or supplement shall have
been given to the Holders of outstanding Receipts. Notice of any amendment to
the Deposit Agreement or form of Receipts shall not need to describe in detail
the specific amendments effectuated thereby, and failure to describe the
specific amendments in any such notice shall not render such notice invalid,
provided, however, that, in each such 


 


55

















 


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


 


(21)         Termination.  The Depositary shall, at any time at the
written direction of the Company, terminate the Deposit Agreement by mailing
notice of such termination to the Holders of all Receipts then outstanding at
least 90 days prior to the date fixed in such notice for such termination
provided that, the Depositary shall be reimbursed for any amounts, fees, costs
or expenses owed to it in accordance with the terms of the Deposit Agreement
and in accordance with any other agreements as otherwise agreed in writing
between the Company and the Depositary from time to time, prior to such
termination shall take effect. If 90 days shall have expired after (i) the
Depositary shall have delivered to the Company a written notice of its election
to resign, or (ii) the Company shall have delivered to the Depositary a written
notice of the removal of the Depositary, and in either case a successor
depositary shall not have been appointed and accepted its appointment as
provided herein and in the Deposit Agreement, the Depositary may terminate the
Deposit Agreement by mailing notice of such termination to the Holders of all
Receipts then outstanding at least 30 days prior to the date fixed for such
termination. On and after the date of termination of the Deposit Agreement, the
Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust
Office of the Depositary, upon the payment of the charges of the Depositary for
the surrender of Receipts referred to in Article (2) hereof and in the Deposit
Agreement and subject to the conditions and restrictions therein set forth, and
upon payment of any applicable taxes and/or governmental charges, be entitled
to delivery, to him or upon his order, of the amount of Deposited Securities
represented by such Receipt. If any Receipts shall remain outstanding after the
date of termination of the Deposit Agreement, the Registrar thereafter shall
discontinue the registration of transfers of Receipts, and the Depositary shall
suspend the distribution of dividends to the Holders thereof, and shall not
give any further notices or perform any further acts under the Deposit
Agreement, except that the Depositary shall continue to collect dividends and
other distributions pertaining to Deposited Securities, shall sell rights as provided
in the Deposit Agreement, and shall continue to deliver Deposited Securities,
subject to the conditions and restrictions set forth in the Deposit Agreement, 


 


56

















 


together with any dividends or other
distributions received with respect thereto and the net proceeds of the sale of
any rights or other property, in exchange for Receipts surrendered to the
Depositary (after deducting, or charging, as the case may be, in each case the
charges of the Depositary for the surrender of a Receipt, any expenses for the
account of the Holder in accordance with the terms and conditions of the
Deposit Agreement and any applicable taxes and/or governmental charges or
assessments). At any time after the expiration of six months from the date of
termination of the Deposit Agreement, the Depositary may sell the Deposited
Securities then held hereunder and may thereafter hold uninvested the net
proceeds of any such sale, together with any other cash then held by it hereunder,
in an unsegregated account, without liability for interest for the pro rata
benefit of the Holders of Receipts whose Receipts have not theretofore been
surrendered. After making such sale, the Depositary shall be discharged from
all obligations under the Deposit Agreement with respect to the Receipts and
the Shares, Deposited Securities and ADSs, except to account for such net
proceeds and other cash (after deducting, or charging, as the case may be, in
each case the charges of the Depositary for the surrender of a Receipt, any
expenses for the account of the Holder in accordance with the terms and
conditions of the Deposit Agreement and any applicable taxes and/or
governmental charges or assessments) and except as set forth in the Deposit
Agreement. Upon the termination of the Deposit Agreement, the Company shall be
discharged from all obligations under the Deposit Agreement except as set forth
in the Deposit Agreement.


 


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


 


(23)         Certain
Rights of the Depositary; Limitations. 
Subject to the further terms and provisions of this Article (23), the
Depositary, its Affiliates and their agents, on their own behalf, may own and
deal in any class of securities of the Company and its Affiliates and in ADSs.
The Depositary may issue ADSs against evidence of rights to receive Shares from
the Company, any agent of the Company or any custodian, registrar, transfer
agent, clearing agency or other entity involved in ownership or transaction
records in respect of the Shares.  Such
evidence of rights shall consist of written blanket or specific guarantees of
ownership of Shares furnished on behalf of the holder thereof.  In its capacity as Depositary, the Depositary
shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue
ADSs prior to the receipt of Shares pursuant to Section 2.3 of the Deposit
Agreement and (ii) deliver Shares prior to the receipt and cancellation of ADSs
which were issued under (i) above but for which Shares may not yet have been
received (each such transaction a “Pre-Release Transaction”).  The Depositary may receive ADSs in lieu of
Shares under (i) above and receive shares in lieu of ADSs under (ii) above.  Each such Pre-Release Transaction will be (a)
accompanied by or subject to a written agreement whereby the person or entity
(the “Applicant”) to whom ADSs or Shares are to be delivered (1) represents that
at the time of the Pre-Release Transaction the Applicant or its customer owns
the Shares or ADSs that are to be delivered by the Applicant under such
Pre-Release Transaction, (2) 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, (3) unconditionally guarantees to deliver to the Depositary or the
Custodian, as applicable, such Shares or ADSs and (4) agrees to any additional
restrictions or requirements that the Depositary deems appropriate, (b) at all
times 


 


57

















 


fully collateralized with cash, United States
government securities or such other collateral as the Depositary deems
appropriate, (c) terminable by the Depositary on not more than five business
days’ notice (save for a prescribed termination event in which case any such
Pre-Release Transaction may be immediately terminable by the Depositary) and
(d) subject to such further indemnities and credit regulations as the
Depositary deems appropriate.  The
Depositary will normally limit the number of ADSs and Shares involved in such
Pre-Release Transactions at any one time to 30% of the ADSs outstanding
(without giving effect to ADSs outstanding pursuant to any Pre-Release
Transaction under (i) above), provided, however, that the
Depositary reserves the right to change or disregard such limit from time to
time as it deems appropriate.  The
Depositary may also set limits with respect to the number of ADSs and Shares
involved in Pre-Release Transactions with any one person on a case by case
basis as it deems appropriate.


 


The Depositary may retain for its own account
any compensation received by it in conjunction with the foregoing. Collateral
provided pursuant to (b) above, but not the earnings thereon, shall be held for
the benefit of the Holders (other than the Applicant).


 


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


 


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


 


58














 


(ASSIGNMENT AND TRANSFER SIGNATURE LINES)


 


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


 


	
  Dated:

  	
   

  	
  Name:

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  SIGNATURE GUARANTEED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


59

















 


	
  ARTICLE I.

  	
  DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.1

  	
  “Affiliate”

  	
  1

  
	
   

  	
  SECTION 1.2

  	
  “Agent”

  	
  1

  
	
   

  	
  SECTION 1.3

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

  	
  2

  
	
   

  	
  SECTION 1.4

  	
  “Article”

  	
  2

  
	
   

  	
  SECTION 1.5

  	
  “Articles of Association”

  	
  2

  
	
   

  	
  SECTION 1.6

  	
  “ADS Record Date”

  	
  2

  
	
   

  	
  SECTION 1.7

  	
  “Beneficial Owner”

  	
  2

  
	
   

  	
  SECTION 1.8

  	
  “Business Day”

  	
  2

  
	
   

  	
  SECTION 1.9

  	
  “Commission”

  	
  2

  
	
   

  	
  SECTION 1.10

  	
  “Company”

  	
  2

  
	
   

  	
  SECTION 1.11

  	
  “Corporate Trust Office”

  	
  2

  
	
   

  	
  SECTION 1.12

  	
  “Custodian”

  	
  2

  
	
   

  	
  SECTION 1.13

  	
  “Deliver” and “Delivery”

  	
  3

  
	
   

  	
  SECTION 1.14

  	
  “Deposit Agreement”

  	
  3

  
	
   

  	
  SECTION 1.15

  	
  “Depositary”

  	
  3

  
	
   

  	
  SECTION 1.16

  	
  “Deposited Securities”

  	
  3

  
	
   

  	
  SECTION 1.17

  	
  “Dollars” and “$”

  	
  3

  
	
   

  	
  SECTION 1.18

  	
  “DRS/Profile”

  	
  3

  
	
   

  	
  SECTION 1.19

  	
  “DTC”

  	
  3

  
	
   

  	
  SECTION 1.20

  	
  “Exchange Act”

  	
  3

  
	
   

  	
  SECTION 1.21

  	
  “Foreign Currency”

  	
  3

  
	
   

  	
  SECTION 1.22

  	
  “Foreign Registrar”

  	
  3

  
	
   

  	
  SECTION 1.23

  	
  “Holder”

  	
  3

  
	
   

  	
  SECTION 1.24

  	
  “Indemnified Person” and
  “Indemnifying Person”

  	
  4

  
	
   

  	
  SECTION 1.25

  	
  “Memorandum”

  	
  4

  
	
   

  	
  SECTION 1.26

  	
  “Opinion of Counsel”

  	
  4

  
	
   

  	
  SECTION 1.27

  	
  “Pre-Release Transaction”

  	
  4

  
	
   

  	
  SECTION 1.28

  	
  “Receipt(s); “American
  Depositary Receipt(s)”; and “ADR(s)”

  	
  4

  
	
   

  	
  SECTION 1.29

  	
  “Registrar”

  	
  4

  
	
   

  	
  SECTION 1.30

  	
  “Restricted ADRs”

  	
  4

  
	
   

  	
  SECTION 1.31

  	
  “Restricted ADSs”

  	
  4

  
	
   

  	
  SECTION 1.32

  	
  “Restricted Securities”

  	
  4

  
	
   

  	
  SECTION 1.33

  	
  “Restricted Shares”

  	
  4

  
	
   

  	
  SECTION 1.34

  	
  “Securities Act”

  	
  4

  
	
   

  	
  SECTION 1.35

  	
  “Shares”

  	
  5

  
	
   

  	
  SECTION 1.36

  	
  “United States” or “U.S.”

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II.

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

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.1

  	
  Appointment of Depositary

  	
  5

  
	
   

  	
  SECTION 2.2

  	
  Form and
  Transferability of Receipts

  	
  5

  
	
   

  	
  SECTION 2.3

  	
  Deposits

  	
  6

  
	
   

  	
  SECTION 2.4

  	
  Execution and Delivery of
  Receipts

  	
  8

  
	
   

  	
  SECTION 2.5

  	
  Transfer of Receipts;
  Combination and Split-up of Receipts

  	
  8

  
	
   

  	
  SECTION 2.6

  	
  Surrender of Receipts and
  Withdrawal of Deposited Securities

  	
  9

  



 

















 


	
   

  	
  SECTION 2.7

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

  	
  10

  
	
   

  	
  SECTION 2.8

  	
  Lost Receipts, etc.

  	
  11

  
	
   

  	
  SECTION 2.9

  	
  Cancellation and Destruction
  of Surrendered Receipts; Maintenance of Records

  	
  11

  
	
   

  	
  SECTION 2.10

  	
  Pre-Release

  	
  11

  
	
   

  	
  SECTION 2.11

  	
  Restricted ADSs

  	
  12

  
	
   

  	
  SECTION 2.12

  	
  Maintenance of Records

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III.

  	
  CERTAIN OBLIGATIONS OF
  HOLDERS AND BENEFICIAL OWNERS OF RECEIPTS

  	
  13

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.1

  	
  Proofs, Certificates and
  Other Information

  	
  13

  
	
   

  	
  SECTION 3.2

  	
  Liability for Taxes and
  Other Charges

  	
  14

  
	
   

  	
  SECTION 3.3

  	
  Representations and
  Warranties on Deposit of Shares

  	
  14

  
	
   

  	
  SECTION 3.4

  	
  Compliance with Information
  Requests

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  THE DEPOSITED SECURITIES

  	
  15

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.1

  	
  Cash Distributions

  	
  15

  
	
   

  	
  SECTION 4.2

  	
  Distribution in Shares

  	
  16

  
	
   

  	
  SECTION 4.3

  	
  Elective Distributions in
  Cash or Shares

  	
  16

  
	
   

  	
  SECTION 4.4

  	
  Distribution of Rights to
  Purchase Shares

  	
  17

  
	
   

  	
  SECTION 4.5

  	
  Distributions Other Than
  Cash, Shares or Rights to Purchase Shares

  	
  19

  
	
   

  	
  SECTION 4.6

  	
  Conversion of Foreign
  Currency

  	
  19

  
	
   

  	
  SECTION 4.7

  	
  Fixing of Record Date

  	
  20

  
	
   

  	
  SECTION 4.8

  	
  Voting of Deposited
  Securities

  	
  20

  
	
   

  	
  SECTION 4.9

  	
  Changes Affecting Deposited
  Securities

  	
  22

  
	
   

  	
  SECTION 4.10

  	
  Available Information

  	
  23

  
	
   

  	
  SECTION 4.11

  	
  Reports

  	
  23

  
	
   

  	
  SECTION 4.12

  	
  List of Holders

  	
  23

  
	
   

  	
  SECTION 4.13

  	
  Taxation; Withholding

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V.

  	
  THE DEPOSITARY, THE
  CUSTODIAN AND THE COMPANY

  	
  24

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.1

  	
  Maintenance of Office and
  Transfer Books by the Registrar

  	
  24

  
	
   

  	
  SECTION 5.2

  	
  Exoneration

  	
  25

  
	
   

  	
  SECTION 5.3

  	
  Standard of Care

  	
  26

  
	
   

  	
  SECTION 5.4

  	
  Resignation and Removal of
  the Depositary; Appointment of Successor Depositary

  	
  27

  
	
   

  	
  SECTION 5.5

  	
  The Custodian

  	
  28

  
	
   

  	
  SECTION 5.6

  	
  Notices and Reports

  	
  28

  
	
   

  	
  SECTION 5.7

  	
  Issuance of Additional
  Shares, ADSs etc.

  	
  29

  
	
   

  	
  SECTION 5.8

  	
  Indemnification

  	
  30

  
	
   

  	
  SECTION 5.9

  	
  Fees and Charges of
  Depositary

  	
  31

  
	
   

  	
  SECTION 5.10

  	
  Restricted Securities
  Owners/Ownership Restrictions

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI.

  	
  AMENDMENT AND TERMINATION

  	
  33

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.1

  	
  Amendment/Supplement

  	
  33

  
	
   

  	
  SECTION 6.2

  	
  Termination

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII.

  	
  MISCELLANEOUS

  	
  35

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 7.1

  	
  Counterparts

  	
  35

  
	
   

  	
  SECTION 7.2

  	
  No Third-Party Beneficiaries

  	
  35

  



 


61

















 


	
   

  	
  SECTION 7.3

  	
  Severability

  	
  35

  
	
   

  	
  SECTION 7.4

  	
  Holders and Beneficial
  Owners as Parties; Binding Effect

  	
  35

  
	
   

  	
  SECTION 7.5

  	
  Notices

  	
  35

  
	
   

  	
  SECTION 7.6

  	
  Governing Law and
  Jurisdiction

  	
  36

  
	
   

  	
  SECTION 7.7

  	
  Assignment

  	
  37

  
	
   

  	
  SECTION 7.8

  	
  Agents

  	
  37

  
	
   

  	
  SECTION 7.9

  	
  Exclusivity

  	
  38

  
	
   

  	
  SECTION 7.10

  	
  Compliance with U.S.
  Securities Laws

  	
  38

  
	
   

  	
  SECTION 7.11

  	
  Titles

  	
  38

  
	
  EXHIBIT A

  	
   

  	
   

  	
  40

  
	
  EXHIBIT B

  	
   

  	
   

  	
  48

  



 


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