Ex-4.1






Exhibit 4.1




 





DEPOSIT AGREEMENT




 





by and among




DUOYUAN GLOBAL WATER INC.




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 June [•], 2009




 





 









 








DEPOSIT AGREEMENT



DEPOSIT
AGREEMENT, dated as of June [•], 2009, by and among (i) Duoyuan Global Water Inc., a
company incorporated under the laws of the British Virgin Islands, with its registered office
address at P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands,
and principal executive office at No.3 Jinyuan Road, Daxing Industrial Development Zone, Beijing,
102600, 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 have been approved for listing on the New York Stock Exchange; 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 American Depositary Share shall represent
the right to receive [•] Share[s], 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 mean Duoyuan Global Water Inc., a company incorporated
and existing under the laws of the British Virgin Islands, and its successors.



     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



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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 52/F Cheung Kong Centre, 2 Queens Road, Central, 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.



     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 mean Deutsche Bank Trust Company Americas, an
indirect wholly owned subsidiary of Deutsche Bank AG, in its capacity as depositary under the terms
of this Deposit Agreement, and any successor depositary hereunder.



     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.
The collateral delivered in connection with Pre-Release Transactions described in Section 2.10
hereof shall not constitute Deposited Securities.



     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.



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     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, which shall initially
be Acceptor Corporate Services Limited.



     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.



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



     SECTION 1.27  “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 1.28  “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 1.29  “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



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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 British Virgin 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 and the Shares are not, when held by such
person, Restricted Securities.



     SECTION 1.30  “Securities Act” shall mean the United States Securities Act of 1933, as
from time to time amended.



     SECTION 1.31  “Shares” shall mean ordinary shares in registered form of the Company,
par value $0.0001 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 1.32  “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



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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, with the consent of the Company, issue ADRs in 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 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 (i) reasonably required by the Depositary and
the Company to perform their respective obligations hereunder, (ii) required to comply with any
applicable laws or regulations, or with the rules and regulations of any securities exchange or
market upon which ADSs may be traded, listed or quoted, or to conform with any usage with respect
thereto, (iii) necessary to indicate any special limitations or restrictions to which any
particular ADRs or ADSs are subject by reason of the date of issuance of the Deposited Securities
or otherwise or (iv) required by any book-entry system in which the ADSs are held. Holders and
Beneficial Owners shall be deemed, for all purposes, to have notice of, and to be bound by, the
terms and conditions of the legends set forth, in the case of Holders, on the ADR registered in the
name of the applicable Holders or, in the case of Beneficial Owners, on the ADR representing the
ADSs owned by such Beneficial Owners.




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          (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 (other than Restricted Securities) may be deposited by any
person (including the Depositary in its individual capacity but subject, however, in the case of
the Company or any Affiliate of the Company, to Section 5.7 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. No deposits
shall be accepted under this Deposit Agreement prior to such date. Every deposit of Shares shall
be 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 reasonably satisfactory to the Depositary
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



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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
British Virgin Islands and any necessary approval has been granted by any governmental body in the
British Virgin 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 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,



8









 







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
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) hereto, the Depositary shall execute a new Receipt or Receipts and deliver the same to
or upon the order of the person 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) 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,




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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) hereto) and (ii) all
applicable taxes and 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) 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 governmental charges) to the person surrendering the Receipt.




10









 








          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) 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 Deposited Securities and (B) such reasonable regulations 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



11









 







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 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 for the benefit of the Holders (other than the Applicant).




12









 








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 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 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



13









 







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 such deposit will not be,
Restricted Securities, (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 has expired. 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 British Virgin 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
British Virgin 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.



14









 





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 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
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 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




15











 




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 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 to the Company 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 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 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.



16









 





     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 30 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) hereof 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 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).




          (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 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 lapse 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




17









 







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 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 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.




     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 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



18









 






(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
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 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 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




19









 







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, 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 American
Depositary Share. 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 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, unless otherwise agreed in writing by
the Company and the Depositary 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 (which provisions, if any,
shall be summarized in pertinent part by the Company), 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. 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



20









 




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) if no instructions are received by the Depositary from a Holder with
respect to any of the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs
on or before the ADS Record Date established by the Depositary for such purpose, 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 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




21









 







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 British Virgin
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 requests, subject
to the terms of this Deposit Agreement and receipt of an opinion of counsel to the Company
furnished at the Company’s expense satisfactory to the Depositary (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 receipt of an opinion of the Company’s
counsel furnished at the Company’s expense satisfactory to the Depositary that such action is not
in violation of any applicable laws or regulations, sell such securities at public or private sale,
at such place or places and upon such terms as it may deem proper and may allocate the net proceeds
of such sales (net of fees and charges of, and expenses incurred by, the Depositary and taxes and
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.



22









 





     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 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 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



23









 






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 charges and the Depositary shall distribute the net
proceeds of any such sale after deduction of such taxes and 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.



          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



24









 






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.




     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
British Virgin 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 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.



25









 







          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
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 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, 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 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
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. Subject to any other agreements otherwise agreed in writing between the Company
and the Depositary from time to time relating to resignation and removal of the 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



26









 




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.




     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



27









 







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 may be
relevant or pertain to such notice of meeting or 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, unless
otherwise agreed in writing by the Company and the Depositary, 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, unless otherwise agreed in writing by the Company and the Depositary) 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 so 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 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 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



28









 






thereto or change therein (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) a written opinion of U.S.
counsel (satisfactory to the Depositary) 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 (b) a
written opinion of British Virgin Islands counsel (satisfactory to the Depositary) stating that (1)
making the transaction available to Holders and Beneficial Owners does not violate the laws or
regulations of the British Virgin Islands and (2) all requisite regulatory consents and approvals
have been obtained in the British Virgin Islands. If the filing of a registration statement is
required, the Depositary shall not have any obligation to proceed with the transaction unless it
shall have 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 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



29









 






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, fees and
expenses of counsel, 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 gross negligence 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
for any indirect, special, punitive or consequential damages to the Depositary, any Custodian and
each of their respective directors, officers, employees, agents and Affiliates or any other person.



          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 gross negligence 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 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





30












 




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) 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 5.4 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) 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 counsel regarding U.S. law, the laws of the British
Virgin 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



31









 






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 Clause 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 British Virgin 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 the reasonable 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 that list on a regular basis.
The Depositary may rely on such a 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 and, to the extent practicable, shall require each of such
persons to represent in writing that such person will not deposit Restricted Securities hereunder.
The Company shall, in accordance with Article (24) 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 American Depositary Shares held under the
Articles of Association or applicable British Virgin 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
can be undertaken without undue burden or expense. 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



32









 




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 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. 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 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 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



33









 







payment of any applicable taxes and 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 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 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.



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



34









 







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 Duoyuan Global
Water Inc., No. 3 Jinyuan Road, Daxing Industrial Development Zone, Beijing 102600, People’s
Republic of China, Attention: Yuming Feng, telephone: +8610 6021 2222, facsimile: +8610 6021
2164 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.




          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,




35









 




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 CT Corporation System
(the “Process Agent”), now at 111 Eighth Avenue, 13th Floor, New York, New York 10011,
United States of America, 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 (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




36









 




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.




          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
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.



37









 





          IN WITNESS WHEREOF, DUOYUAN GLOBAL WATER INC. 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.




	 	 	 	 	 
	 	DUOYUAN GLOBAL WATER INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




38









 





EXHIBIT A




	 	 	 
	 

	 	CUSIP                        
	 
	 	 
	 

	 	American Depositary
	 

	 	Shares (Each
	 

	 	American Depositary
	 

	 	Share
	 

	 	representing [•] Fully
	 

	 	Paid Ordinary Share)






[FORM OF FACE OF RECEIPT]




AMERICAN DEPOSITARY RECEIPT




for

AMERICAN DEPOSITARY SHARES




representing




DEPOSITED ORDINARY SHARES




of




DUOYUAN GLOBAL WATER INC.




(Incorporated under the laws of the British Virgin 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 $0.0001 including
evidence of rights to receive such ordinary shares (the “Shares”) of Duoyuan Global Water Inc., a
company incorporated under the laws of the British Virgin Islands (the “Company”). As of the date
of the Deposit Agreement (hereinafter referred to), each ADS
represents [•] 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 June [•], 2009 (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 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



39









 






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
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.




          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




40









 




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 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 British Virgin 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 split-up or combination of such Receipt or
Receipts upon payment of




41









 




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 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 British Virgin Islands,
the rules and requirements of The New York Stock Exchange 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 capacity in which such Holder or Beneficial Owner
owns ADSs and




42









 




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, (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 has
expired. 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.




          (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




43









 




such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and
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
deem necessary or proper or as the Company may reasonably require by written request to the
Depositary consistent with its obligations under the Deposit Agreement. 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 shall charge the following fees for the
services performed under the terms of the Deposit Agreement, unless otherwise agreed in writing by
the Company and the Depositary; 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. $ 5.00 per 100 ADSs (or fraction thereof) 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. $ 5.00 per 100 ADSs (or fraction thereof) so surrendered;




     (iii) to any Holder of ADSs, a fee of up to U.S. $ 2.00 per 100 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. $ 5.00 per 100 ADSs (or portion
thereof) 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.$2.00 per 100 ADSs.



          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;




     (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



44









 






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 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




45









 




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.




46









 








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 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 or 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
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 interest 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 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



47









 




Shares must be registered under the Securities Act or other laws in order to be distributed to
Holders (and no such registration statement has been declared effective), 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 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 of counsel 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 British Virgin 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 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 not be made



48









 






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 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 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 feasible 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 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 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 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.




          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, upon 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, (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




49









 




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 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
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, 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. 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, unless otherwise agreed in writing by
the Company and the Depositary 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





50












 




governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part
by the Company), 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. 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) if no instructions are received by the Depositary from a Holder with
respect to any of the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs
on or before the ADS Record Date established by the Depositary for such purpose, 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 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



51









 







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 British Virgin
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 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.



52









 





          (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 British Virgin 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 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 agents
agree to perform their respective obligations specifically set forth in the Deposit Agreement
without gross negligence or bad faith. The Depositary and its agents shall not be liable for any
failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in
which any vote is cast or the effect of any vote, provided that any such action or omission is in
good faith and in accordance with the terms of the Deposit Agreement. The Depositary shall not
incur any liability for any failure to determine that any distribution or action may be lawful or
reasonably practicable, for the content of any information submitted to it by the Company for
distribution to the Holders or for any inaccuracy of any translation thereof, for any investment
risk associated with acquiring an interest in the Deposited Securities, for the validity or worth
of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs,
Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any
rights to lapse upon the terms of the Deposit Agreement 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.



53









 





          (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
later 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 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. 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



54









 







book-entry form and (ii) do not in either such case impose or increase any fees or charges to
be borne by Holders, shall be deemed not to prejudice any substantial rights of Holders 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 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, 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 governmental charges or assessments). At any time after the
expiration



55









 







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 governmental charges or
assessments). 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 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



56









 







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
British Virgin 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.



57









 





(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
	 	 
	 
	 
	 


	 	 






58








 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I.	 	DEFINITIONS
	 	 	1	 
	 
	 	 	SECTION 1.1 “Affiliate”
	 	 	1	 
	 	 	SECTION 1.2 “Agent”
	 	 	2	 
	 	 	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”
	 	 	3	 
	 	 	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”
	 	 	4	 
	 	 	SECTION 1.20 “Exchange Act”
	 	 	4	 
	 	 	SECTION 1.21 “Foreign Currency”
	 	 	4	 
	 	 	SECTION 1.22 “Foreign Registrar”
	 	 	4	 
	 	 	SECTION 1.23 “Holder”
	 	 	4	 
	 	 	SECTION 1.24 “Indemnified Person” and “Indemnifying Person”
	 	 	4	 
	 	 	SECTION 1.25 “Memorandum”
	 	 	4	 
	 	 	SECTION 1.26 “Pre-Release Transaction”
	 	 	4	 
	 	 	SECTION 1.27 “Receipt(s); “American Depositary Receipt(s)”; and “ADR(s)”
	 	 	4	 
	 	 	SECTION 1.28 “Registrar”
	 	 	4	 
	 	 	SECTION 1.29 “Restricted Securities”
	 	 	4	 
	 	 	SECTION 1.30 “Securities Act”
	 	 	5	 
	 	 	SECTION 1.31 “Shares”
	 	 	5	 
	 	 	SECTION 1.32 “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
	 	 	6	 
	 	 	SECTION 2.3 Deposits
	 	 	7	 
	 	 	SECTION 2.4 Execution and Delivery of Receipts
	 	 	8	 
	 	 	SECTION 2.5 Transfer of Receipts; Combination and Split-up of Receipts
	 	 	9	 
	 	 	SECTION 2.6 Surrender of Receipts and Withdrawal of Deposited Securities
	 	 	10	 
	 	 	SECTION 2.7 Limitations on Execution and Delivery, Transfer, etc. of Receipts;
Suspension of Delivery, Transfer, etc.
	 	 	11	 
	 	 	SECTION 2.8 Lost Receipts, etc.
	 	 	11	 





59








 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	SECTION 2.9 Cancellation and Destruction of Surrendered Receipts; Maintenance of
Records
	 	 	12	 
	 	 	SECTION 2.10 Pre-Release
	 	 	12	 
	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
	 	 	13	 
	 	 	SECTION 3.3 Representations and Warranties on Deposit of Shares
	 	 	14	 
	 	 	SECTION 3.4 Compliance with Information Requests
	 	 	14	 
	ARTICLE IV.	 	THE DEPOSITED SECURITIES
	 	 	15	 
	 
	 	 	SECTION 4.1 Cash Distributions
	 	 	15	 
	 	 	SECTION 4.2 Distribution in Shares
	 	 	15	 
	 	 	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
	 	 	18	 
	 	 	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
	 	 	26	 
	 	 	SECTION 5.5 The Custodian
	 	 	27	 
	 	 	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
	 	 	32	 
	 
	 	 	SECTION 6.1 Amendment/Supplement
	 	 	32	 
	 	 	SECTION 6.2 Termination
	 	 	33	 
	ARTICLE VII.	 	MISCELLANEOUS
	 	 	34	 
	 
	 	 	SECTION 7.1 Counterparts
	 	 	34	 
	 	 	SECTION 7.2 No Third-Party Beneficiaries
	 	 	34	 
	 	 	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	 





60








 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	SECTION 7.7 Assignment
	 	 	37	 
	 	 	SECTION 7.8 Agents
	 	 	37	 
	 	 	SECTION 7.9 Exclusivity
	 	 	37	 
	 	 	SECTION 7.10 Compliance with U.S. Securities Laws
	 	 	37	 
	 	 	SECTION 7.11 Titles
	 	 	37	 
	EXHIBIT A	 	 
	 	 	39	 
	EXHIBIT B	 	 
	 	 	47	 







61