Exhibit
4.3




 





 


CHINA NEW BORUN
CORPORATION


 


AND


 


THE BANK OF NEW
YORK MELLON


 


As Depositary                                                      


 


AND


 


OWNERS AND HOLDERS
OF AMERICAN DEPOSITARY SHARES


 


FORM OF
DEPOSIT AGREEMENT


 


Dated as of
                 ,
2010


 




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1.                DEFINITIONS

  	
  1

  
	
  SECTION 1.01

  	
  American Depositary Shares

  	
  2

  
	
  SECTION 1.02

  	
  Commission

  	
  2

  
	
  SECTION 1.03

  	
  Company

  	
  2

  
	
  SECTION 1.04

  	
  Custodian

  	
  2

  
	
  SECTION 1.05

  	
  Deliver; Surrender

  	
  2

  
	
  SECTION 1.06

  	
  Deposit Agreement

  	
  3

  
	
  SECTION 1.07

  	
  Depositary; Corporate Trust Office

  	
  3

  
	
  SECTION 1.08

  	
  Deposited Securities

  	
  3

  
	
  SECTION 1.09

  	
  Dollars

  	
  3

  
	
  SECTION 1.10

  	
  DTC

  	
  3

  
	
  SECTION 1.11

  	
  Foreign Registrar

  	
  3

  
	
  SECTION 1.12

  	
  Holder

  	
  4

  
	
  SECTION 1.13

  	
  Owner

  	
  4

  
	
  SECTION 1.14

  	
  Receipts

  	
  4

  
	
  SECTION 1.15

  	
  Registrar

  	
  4

  
	
  SECTION 1.16

  	
  Restricted Securities

  	
  4

  
	
  SECTION 1.17

  	
  Securities Act of 1933

  	
  4

  
	
  SECTION 1.18

  	
  Shares

  	
  5

  
	
   

  	
   

  	
   

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

  	
  5

  
	
  SECTION 2.01

  	
  Form of Receipts; Registration and Transferability of American
  Depositary Shares

  	
  5

  
	
  SECTION 2.02

  	
  Deposit of Shares

  	
  6

  
	
  SECTION 2.03

  	
  Delivery of American Depositary Shares

  	
  7

  
	
  SECTION 2.04

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

  	
  8

  
	
  SECTION 2.05

  	
  Surrender of American Depositary Shares and Withdrawal of Deposited
  Securities

  	
  9

  
	
  SECTION 2.06

  	
  Limitations on Delivery, Transfer and Surrender of American Depositary
  Shares

  	
  9

  
	
  SECTION 2.07

  	
  Lost Receipts, etc.

  	
  10

  
	
  SECTION 2.08

  	
  Cancellation and Destruction of Surrendered Receipts

  	
  11

  
	
  SECTION 2.09

  	
  Pre-Release of American Depositary Shares

  	
  11

  



 


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  SECTION 2.10

  	
  DTC Direct Registration System and Profile Modification System

  	
  11

  
	
   

  	
   

  	
   

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

  	
  12

  
	
  SECTION 3.01

  	
  Filing Proofs, Certificates and Other Information

  	
  12

  
	
  SECTION 3.02

  	
  Liability of Owner for Taxes

  	
  12

  
	
  SECTION 3.03

  	
  Warranties on Deposit of Shares

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4.                THE DEPOSITED SECURITIES

  	
  13

  
	
  SECTION 4.01

  	
  Cash Distributions

  	
  13

  
	
  SECTION 4.02

  	
  Distributions Other Than Cash, Shares or Rights

  	
  14

  
	
  SECTION 4.03

  	
  Distributions in Shares

  	
  15

  
	
  SECTION 4.04

  	
  Rights

  	
  15

  
	
  SECTION 4.05

  	
  Conversion of Foreign Currency

  	
  17

  
	
  SECTION 4.06

  	
  Fixing of Record Date

  	
  18

  
	
  SECTION 4.07

  	
  Voting of Deposited Securities

  	
  18

  
	
  SECTION 4.08

  	
  Changes Affecting Deposited Securities

  	
  19

  
	
  SECTION 4.09

  	
  Reports

  	
  19

  
	
  SECTION 4.10

  	
  Lists of Owners

  	
  20

  
	
  SECTION 4.11

  	
  Withholding

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5.                THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY

  	
  20

  
	
  SECTION 5.01

  	
  Maintenance of Office and Transfer Books by the Depositary

  	
  20

  
	
  SECTION 5.02

  	
  Prevention or Delay in Performance by the Depositary or the Company

  	
  21

  
	
  SECTION 5.03

  	
  Obligations of the Depositary, the Custodian and the Company

  	
  21

  
	
  SECTION 5.04

  	
  Resignation and Removal of the Depositary

  	
  22

  
	
  SECTION 5.05

  	
  The Custodians

  	
  23

  
	
  SECTION 5.06

  	
  Notices and Reports

  	
  24

  
	
  SECTION 5.07

  	
  Distribution of Additional Shares, Rights, etc.

  	
  24

  
	
  SECTION 5.08

  	
  Indemnification

  	
  25

  
	
  SECTION 5.09

  	
  Charges of Depositary

  	
  25

  
	
  SECTION 5.10

  	
  Retention of Depositary Documents

  	
  26

  
	
  SECTION 5.11

  	
  Exclusivity

  	
  26

  
	
  SECTION 5.12

  	
  List of Restricted Securities Owners

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6.                AMENDMENT AND TERMINATION

  	
  27

  



 


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  SECTION 6.01

  	
  Amendment

  	
  27

  
	
  SECTION 6.02

  	
  Termination

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7.                MISCELLANEOUS

  	
  28

  
	
  SECTION 7.01

  	
  Counterparts

  	
  28

  
	
  SECTION 7.02

  	
  No Third Party Beneficiaries

  	
  28

  
	
  SECTION 7.03

  	
  Severability

  	
  28

  
	
  SECTION 7.04

  	
  Owners and Holders as Parties; Binding Effect

  	
  29

  
	
  SECTION 7.05

  	
  Notices

  	
  29

  
	
  SECTION 7.06

  	
  Arbitration;
  Settlement of Disputes

  	
  29

  
	
  SECTION 7.07

  	
  Submission to Jurisdiction; Appointment of Agent for Service of Process

  	
  30

  
	
  SECTION 7.08

  	
  Waiver of Immunities

  	
  31

  
	
  SECTION 7.09

  	
  Governing Law

  	
  32

  



 


iv

















 


FORM OF
DEPOSIT AGREEMENT


 


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


 


W I T N E S S E T
H:


 


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


 


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


 


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


 


ARTICLE 1.  DEFINITIONS


 


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


 


SECTION 1.01       American Depositary Shares.


 


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


 

















 


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


 


SECTION 1.02       Commission.


 


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


 


SECTION 1.03       Company.


 


The term “Company” shall mean China New Borun
Corporation, a company incorporated under the laws of the Cayman Islands, and
its successors.


 


SECTION 1.04       Custodian.


 


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


 


SECTION 1.05       Deliver; Surrender.


 


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


 


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


 


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


 


2

















 


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


 


SECTION 1.06       Deposit Agreement.


 


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


 


SECTION 1.07       Depositary; Corporate Trust Office.


 


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


 


SECTION 1.08       Deposited Securities.


 


The term “Deposited Securities” as of any time shall
mean Shares at such time deposited or deemed to be deposited under this Deposit
Agreement, including without limitation Shares that have not been successfully
delivered upon surrender of American Depositary Shares, and any and all other
securities, property and cash received by the Depositary or the Custodian in
respect thereof and at such time held under this Deposit Agreement, subject as
to cash to the provisions of Section 4.05.


 


SECTION 1.09       Dollars.


 


The term “Dollars” shall mean United States dollars.


 


SECTION 1.10       DTC.


 


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


 


SECTION 1.11       Foreign Registrar.


 


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


 


3

















 


SECTION 1.12       Holder.


 


The term “Holder” shall mean any person holding a
Receipt or a security entitlement or other interest in American Depositary
Shares, whether for its own account or for the account of another person, but
that is not the Owner of that Receipt or those American Depositary Shares.


 


SECTION 1.13       Owner.


 


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


 


SECTION 1.14       Receipts.


 


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


 


SECTION 1.15       Registrar.


 


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


 


SECTION 1.16       Restricted Securities.


 


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


 


SECTION 1.17       Securities Act of 1933.


 


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


 


4

















 


SECTION 1.18       Shares.


 


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


 


	
  ARTICLE 2.

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

  



 


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


 


Definitive Receipts shall be substantially in the form
set forth in Exhibit A annexed to this Deposit Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided.  No Receipt shall be entitled to any benefits
under this Deposit Agreement or be valid or obligatory for any purpose, unless
such Receipt shall have been (i) executed by the Depositary by the manual
signature of a duly authorized officer of the Depositary or (ii) executed
by the facsimile signature of a duly authorized officer of the Depositary and
countersigned by the manual signature of a duly authorized signatory of the
Depositary or a Registrar.  The Depositary
shall maintain books on which (x) each Receipt so executed and delivered
as hereinafter provided and the transfer of each such Receipt shall be
registered and (y) all American Depositary Shares delivered as hereinafter
provided and all registrations of transfer of American Depositary Shares shall
be registered.  A Receipt bearing the
facsimile signature of a person that was at any time a proper officer of the
Depositary shall, subject to the other provisions of this paragraph, bind the
Depositary, notwithstanding that such person was not a proper officer of the
Depositary on the date of issuance of that Receipt.


 


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


 


5

















 


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


 


SECTION 2.02       Deposit of Shares.


 


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


 


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


 


The Depositary and the Custodian shall refuse to
accept Shares for deposit if they have received a notice from the Company that
the Company has restricted transfer of those Shares under the articles of
association or similar document of the Company or any applicable laws or that
the deposit would result in any violation of the articles of association or
similar document of the Company or any applicable laws. The Company shall
notify the Depositary and the Custodian in writing with respect to any
restrictions on transfer of its Shares for deposit under this Deposit
Agreement.


 


6














 


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


 


Upon each delivery to a Custodian of a certificate or
certificates for Shares to be deposited hereunder, together with the other
documents specified above, such Custodian shall, as soon as transfer and
recordation can be accomplished, present such certificate or certificates to
the Company or the Foreign Registrar, if applicable, for transfer and
recordation of the Shares being deposited in the name of the Depositary or its
nominee or such Custodian or its nominee.


 


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


 


Without limitation of the foregoing, the Depositary
shall not knowingly accept for deposit under this Deposit Agreement any Shares
required to be registered under the provisions of the Securities Act of 1933,
unless a registration statement is in effect as to such Shares, or any Shares,  the deposit of which the Company has advised
the Depositary in writing would violate any provisions of the articles of
association or similar document of the Company.


 


SECTION 2.03                    Delivery of American Depositary Shares.


 


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


 


7

















 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


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


 


As a condition precedent to the delivery, registration
of transfer or surrender of any American Depositary Shares or split-up or
combination of any Receipt or withdrawal of any Deposited Securities, the
Depositary, Custodian or Registrar may 


 


9

















 


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


 


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


 


SECTION 2.07                    Lost Receipts, etc.


 


In case any Receipt shall be mutilated, destroyed,
lost or stolen, the Depositary shall deliver to the Owner the American
Depositary Shares evidenced by that Receipt in uncertificated form or, if
requested by the Owner, execute and deliver a new Receipt of like tenor in
exchange and substitution for such mutilated Receipt, upon cancellation
thereof, or in lieu of and in substitution for such destroyed, lost or stolen
Receipt.  Before the Depositary shall
deliver American Depositary Shares in uncertificated form or execute and
deliver a new Receipt, in substitution for a destroyed, lost or stolen Receipt,
the Owner thereof shall have (a) filed with the Depositary (i) a
request for such execution and delivery before the Depositary has notice that
the Receipt 


 


10

















 


has been acquired by a
bona fide purchaser and (ii) a sufficient indemnity bond and (b) satisfied
any other reasonable requirements imposed by the Depositary.


 


SECTION 2.08                    Cancellation and Destruction of
Surrendered Receipts.


 


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


 


SECTION 2.09                    Pre-Release of American Depositary
Shares.


 


Notwithstanding Section 2.03 hereof, the
Depositary may deliver American Depositary Shares prior to the receipt of
Shares pursuant to Section 2.02 (a “Pre-Release”).  The Depositary may, pursuant to Section 2.05,
deliver Shares upon the surrender of American Depositary Shares that have been
Pre-Released, whether or not such cancellation is prior to the termination of
such Pre-Release or the Depositary knows that such American Depositary Shares
have been Pre-Released.  The Depositary
may receive American Depositary Shares in lieu of Shares in satisfaction of a
Pre-Release.  Each Pre-Release will be (a) preceded
or accompanied by a written representation from the person to whom American
Depositary Shares or Shares are to be delivered, that such person, or its
customer, (i) owns the Shares or American Depositary Shares to be
remitted, as the case may be, (ii) assigns all
beneficial right, title and interest in such Shares or American Depositary
Shares, as the case may be, to the Depositary in its capacity as such and for
the benefit of the Owners and (iii) will not take any action with respect
to such Shares or American Depositary Shares, as the case may be, that is
inconsistent with the transfer of beneficial ownership (including, without the
consent of the Depositary, disposing of such Shares or American Depositary
Shares, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully
collateralized with cash or such other collateral as the Depositary deems
appropriate, (c) terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further indemnities and credit
regulations as the Depositary deems appropriate.  The number of Shares represented by American
Depositary Shares which are outstanding at any time as a result of Pre-Release
will not normally exceed thirty percent (30%) of the Shares deposited
hereunder; provided, however, that the Depositary reserves the
right to change or disregard such limit from time to time as it deems
appropriate.


 


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


 


SECTION 2.10                    DTC Direct Registration System and
Profile Modification System.


 


(a)                                  Notwithstanding the provisions of Section 2.04,
the parties acknowledge that the Direct Registration System (“DRS”) and Profile
Modification System (“Profile”) shall apply to uncertificated American
Depositary Shares upon acceptance thereof to DRS by DTC.  DRS is the system administered by DTC pursuant
to 


 


11

















 


which the Depositary may
register the ownership of uncertificated American Depositary Shares, which
ownership shall be evidenced by periodic statements issued by the Depositary to
the Owners entitled thereto.  Profile is
a required feature of DRS which allows a DTC participant, claiming to act on
behalf of an Owner of American Depositary Shares, to direct the Depositary to
register a transfer of those American Depositary Shares to DTC or its nominee
and to deliver those American Depositary Shares to the DTC account of that DTC
participant without receipt by the Depositary of prior authorization from the
Owner to register such transfer.


 


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


 


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


 


SECTION 3.01                    Filing Proofs, Certificates and Other
Information.


 


Any person presenting Shares for deposit or any Owner
or holder may be required from time to time to file with the Depositary or the
Custodian such proof of citizenship or residence, exchange control approval, or
such information relating to the registration on the books of the Company or
the Foreign Registrar, if applicable, to execute such certificates and to make
such representations and warranties, as the Depositary may deem necessary or
proper.  The Depositary may withhold the
delivery or registration of transfer of American Depositary Shares or the distribution
of any dividend or sale or distribution of rights or of the proceeds thereof or
the delivery of any Deposited Securities until such proof or other information
is filed or such certificates are executed or such representations and
warranties made.


 


SECTION 3.02                    Liability of Owner for Taxes.


 


If any tax or other governmental charge shall become
payable by the Custodian or the Depositary with respect to any American
Depositary Shares or any Deposited Securities represented by any American
Depositary Shares, such tax or other governmental charge shall be payable by
the Owner of such American Depositary Shares to the Depositary. The Depositary
may refuse to register any transfer of those American Depositary Shares or any
withdrawal of Deposited Securities represented by those 


 


12

















 


American Depositary
Shares until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Owner thereof any part or all
of the Deposited Securities represented by those American Depositary Shares,
and may apply such dividends or other distributions or the proceeds of any such
sale in payment of such tax or other governmental charge and the Owner of such
American Depositary Shares shall remain liable for any deficiency.


 


SECTION 3.03                    Warranties on Deposit of Shares.


 


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


 


SECTION 3.04                    Disclosure of Interests.


 


The Company may from time to time request Owners to
provide information (a) as to the capacity in which such Owners own or
owned American Depositary Shares, (b) regarding the identity of any other
persons then or previously interested in such American Depositary Shares and (c) regarding
the nature of such interest and various other matters pursuant to applicable
law or the articles of association or other such corporate document of the
Company, all as if such American Depositary Shares were to the extent
practicable the underlying Shares.  Each
Owner agrees to provide any information requested by the Company or the
Depositary pursuant to this Section.  The
Depositary agrees to use reasonable efforts to comply with written instructions
received from the Company requesting that the Depositary forward any such
requests to Owners or to forward to the Company any responses to such requests
received by the Depositary.


 


ARTICLE 4.     THE DEPOSITED SECURITIES


 


SECTION 4.01                    Cash Distributions.


 


Whenever the Depositary shall receive any cash
dividend or other cash distribution on any Deposited Securities, the Depositary
shall, subject to the provisions of Section 4.05, convert such dividend or
distribution into Dollars and shall distribute the amount thus received (net of
the fees and expenses of the Depositary as provided in Section 5.09) to
the Owners entitled thereto, in proportion to the number of American Depositary
Shares representing such Deposited Securities held by them respectively; provided,
however, that in the event that the Custodian or the Depositary shall be



 


13

















 


required to withhold and
does withhold from such cash dividend or such other cash distribution an amount
on account of taxes or other governmental charges, the amount distributed to
the Owner of the American Depositary Shares representing such Deposited
Securities shall be reduced accordingly. 
The Depositary shall distribute only such amount, however, as can be
distributed without attributing to any Owner a fraction of one cent.  Any such fractional amounts shall be rounded
to the nearest whole cent and so distributed to Owners entitled thereto.  The Company or its agent will remit to the
appropriate governmental agency in any applicable jurisdiction all amounts
withheld and owing to such agency by the Company or its agent.  The Depositary will forward to the Company or
its agent such information from its records as the Company may reasonably request
to enable the Company or its agent to file necessary reports with governmental
agencies, and the Depositary or the Company or its agent may file any such
reports necessary to obtain benefits under the applicable tax treaties for the
Owners.


 


SECTION 4.02                    Distributions Other Than Cash, Shares or
Rights.


 


Subject to the provisions of Sections 4.11 and 5.09,
whenever the Depositary shall receive any distribution other than a
distribution described in Section 4.01, 4.03 or 4.04, the Depositary shall
cause the securities or property received by it to be distributed to the Owners
entitled thereto, after deduction or upon payment of any fees and expenses of
the Depositary or any taxes or other governmental charges, in proportion to the
number of American Depositary Shares representing such Deposited Securities
held by them respectively, in any manner that the Depositary may deem equitable
and practicable for accomplishing such distribution; provided, however, that if
in the opinion of the Depositary such distribution cannot be made
proportionately among the Owners entitled thereto, or if for any other reason
(including, but not limited to, any requirement that the Company or the
Depositary withhold an amount on account of taxes or other governmental charges
or that such securities must be registered under the Securities Act of 1933 in
order to be distributed to Owners or holders) the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
deem equitable and practicable for the purpose of effecting such distribution,
including, but not limited to, the public or private sale of the securities or
property thus received, or any part thereof, and the net proceeds of any such
sale (net of the fees and expenses of the Depositary as provided in Section 5.09)
shall be distributed by the Depositary to the Owners entitled thereto, all in
the manner and subject to the conditions described in Section 4.01.  The Depositary may withhold any distribution
of securities under this Section 4.02 if it has not received satisfactory
assurances from the Company that the distribution does not require registration
under the Securities Act of 1933.  The
Depositary may sell, by public or private sale, an amount of securities or
other property it would otherwise distribute under this Section 4.02 that
is sufficient to pay its fees and expenses in respect of that distribution.


 


14

















 


SECTION 4.03                    Distributions in Shares.


 


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


 


SECTION 4.04                    Rights.


 


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


 


In circumstances in which rights would otherwise not
be distributed, if an Owner requests the distribution of warrants or other
instruments in order to exercise the rights allocable to the American
Depositary Shares of such Owner hereunder, the Depositary will make such rights
available to such Owner upon written notice from the Company to the Depositary
that (a) the Company has elected in its sole discretion to 


 


15

















 


permit such rights to be
exercised and (b) such Owner has executed such documents as the Company
has determined in its sole discretion are reasonably required under applicable
law.


 


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


 


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


 


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


 


16














 


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


 


SECTION 4.05                    Conversion of Foreign Currency.


 


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


 


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


 


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


 


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


 


17

















 


SECTION 4.06                    Fixing of Record Date.


 


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


 


SECTION 4.07                    Voting of Deposited Securities.


 


Upon receipt of notice of any meeting of or
solicitation of any proxies or consents from holders of Shares or other
Deposited Securities, if requested in writing by the Company, the Depositary
shall, as soon as practicable thereafter, mail to the Owners a notice, the form
of which notice must be reviewed and approved by the Company, and which shall
contain (a) such information as is contained in such notice of meeting or
solicitation received by the Depositary from the Company, (b) a statement
that the Owners as of the close of business on a specified record date will be
entitled, subject to any applicable provision of Cayman Islands law and of the
articles of association or similar documents of the Company, to instruct the
Depositary as to the exercise of the voting rights, if any, pertaining to the
amount of Shares or other Deposited Securities represented by their respective
American Depositary Shares and (c) a statement as to the manner in which
such instructions may be given.  Upon the
written request of an Owner of American Depositary Shares on such record date,
received on or before the date established by the Depositary for such purpose,
the Depositary shall endeavor, in so far as practicable, to vote or cause to be
voted the amount of Shares or other Deposited Securities represented by those
American Depositary Shares in accordance with the instructions set forth in
such request.  The Depositary shall not
vote or attempt to exercise the right to vote that attaches to the Shares or
other Deposited Securities, other than in accordance with such instructions.


 


18

















 


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


 


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


 


SECTION 4.08                    Changes Affecting Deposited Securities.


 


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


 


SECTION 4.09                    Reports.


 


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


 


19

















 


SECTION 4.10                    Lists of Owners.


 


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


 


SECTION 4.11                    Withholding.


 


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


 


ARTICLE 5.     THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY


 


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


 


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


 


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


 


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


 


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


 


20

















 


The Company will have the right to inspect the
transfer and registration records of the Depositary, take copies thereof and to
require the Depositary, the Registrar and any co-registrars, at the Company’s
expense, to supply copies of such portions of such records as the Company may
reasonably request.


 


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


 


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


 


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


 


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


 


The Depositary assumes no obligation nor shall it be
subject to any liability under this Deposit Agreement to any Owner or Holder
(including, without limitation, liability with respect to the validity or worth
of the Deposited Securities), 


 


21

















 


except that the
Depositary agrees to perform its obligations specifically set forth in this
Deposit Agreement without negligence or bad faith.


 


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


 


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


 


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


 


The Depositary shall not be liable for the acts or
omissions of any securities depository, clearing agency or settlement system in
connection with or arising out of book-entry settlement of Deposited Securities
or otherwise, provided that any such acts or omissions are not the direct
result of the negligence or bad faith of the Depositary.


 


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


 


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


 


SECTION 5.04                    Resignation and Removal of the
Depositary.


 


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


 


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


 


22

















 


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 (except as required by applicable law), shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor; but such predecessor, nevertheless, upon payment of all sums due
it and on the written request of the Company shall execute and deliver an
instrument transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver all right, title and
interest in the Deposited Securities to such successor and shall deliver to
such successor a list of the Owners of all outstanding American Depositary
Shares.  Any such successor depositary
shall promptly mail notice of its appointment to the Owners.


 


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


 


SECTION 5.05                    The Custodians.


 


The Custodian shall be subject at all times and in all
respects to the directions of the Depositary and shall be responsible solely to
it.  Any Custodian may resign and be
discharged from its duties hereunder by notice of such resignation delivered to
the Depositary at least 30 days prior to the date on which such resignation is
to become effective.  If upon such
resignation there shall be no Custodian acting hereunder, the Depositary shall,
promptly after receiving such notice, appoint a substitute custodian or
custodians, each of which shall thereafter be a Custodian hereunder.  The Depositary in its discretion may appoint
a substitute or additional custodian or custodians, each of which shall
thereafter be one of the Custodians hereunder. 
Upon demand of the Depositary any Custodian shall deliver such of the
Deposited Securities held by it as are requested of it to any other Custodian
or such substitute or additional custodian or custodians.  Each such substitute or additional custodian
shall deliver to the Depositary, forthwith upon its appointment, an acceptance
of such appointment satisfactory in form and substance to the Depositary.


 


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


 


23

















 


SECTION 5.06                    Notices and Reports.


 


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


 


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


 


SECTION 5.07                    Distribution of Additional Shares,
Rights, etc.


 


If the Company or any affiliate of the Company
determines to make any issuance or distribution of (1) additional Shares, (2) rights
to subscribe for Shares, (3) securities convertible into Shares, or (4) rights
to subscribe for such securities (each a “Distribution”), the Company shall
notify the Depositary in writing in English as promptly as practicable and in
any event before the Distribution starts and, if requested in writing by the
Depositary, the Company shall promptly furnish to the Depositary a written
opinion from U.S. counsel for the Company that is reasonably satisfactory to
the Depositary, stating whether or not the Distribution requires, or, if made
in the United States, would require, registration under the Securities Act of
1933.  If, in the opinion of that
counsel, the Distribution requires, or, if made in the United States, would
require, registration under the Securities Act of 1933, that counsel shall
furnish to the Depositary a written opinion as to whether or not there is a
registration statement under the Securities Act of 1933 in effect that will
cover that Distribution.


 


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


 


24

















 


SECTION 5.08                    Indemnification.


 


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


 


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


 


SECTION 5.09                    Charges of Depositary.


 


The Company agrees to pay the fees and out-of-pocket
expenses of the Depositary and those of any Registrar only in accordance with
agreements in writing entered into between the Depositary and the Company from
time to time.


 


The following charges shall be incurred by any party
depositing or withdrawing Shares or by any party surrendering American
Depositary Shares or to whom American Depositary Shares are issued (including,
without limitation, issuance pursuant to a stock dividend or stock split
declared by the Company or an exchange of stock regarding the American
Depositary Shares or Deposited Securities or a delivery of American Depositary
Shares pursuant to Section 4.03), or by Owners, as applicable:  (1) taxes and other governmental
charges, (2) such registration fees as may from time to time be in effect
for the registration of transfers of Shares generally on the Share register of
the Company or Foreign Registrar and applicable to transfers of Shares to or
from the name of the Depositary or its nominee or the Custodian or its nominee
on the making of deposits or withdrawals hereunder, (3) such cable, telex
and facsimile transmission expenses as are expressly provided in this Deposit
Agreement, (4) such expenses as are incurred by the Depositary in the
conversion of foreign currency pursuant to Section 4.05, (5) a fee of
$5.00 or less per 100 American Depositary Shares (or portion thereof) for the
delivery of American Depositary Shares pursuant to Section 2.03, 4.03 or
4.04 and the surrender of American Depositary Shares pursuant to Section 2.05
or 6.02, (6) a fee of $.05 or less per American Depositary Share (or
portion thereof) for any cash 


 


25

















 


distribution made
pursuant to this Deposit Agreement, including, but not limited to Sections 4.01
through 4.04 hereof, (7) a fee for the distribution of securities pursuant
to Section 4.02, such fee being in an amount equal to the fee for the
execution and delivery of American Depositary Shares referred to above which
would have been charged as a result of the deposit of such securities (for
purposes of this clause 7 treating all such securities as if they were Shares)
but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause
6, a fee of $.05 or less per American Depositary Share (or portion thereof) per
annum for depositary services, which will be payable as provided in clause 9
below, (9) any other charges payable by the Depositary, any of the
Depositary’s agents, including the Custodian, or the agents of the Depositary’s
agents in connection with the servicing of Shares or other Deposited Securities
(which charge shall be assessed against Owners as of the date or dates set by
the Depositary in accordance with Section 4.06 and shall be payable at the
sole discretion of the Depositary by billing such Owners for such charge or by
deducting such charge from one or more cash dividends or other cash
distributions).


 


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


 


SECTION 5.10                    Retention of Depositary Documents.


 


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


 


SECTION 5.11                    Exclusivity.


 


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


 


SECTION 5.12                    List of Restricted Securities Owners.


 


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


 


26














 


ARTICLE 6.     AMENDMENT AND TERMINATION


 


SECTION 6.01                    Amendment.


 


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


 


SECTION 6.02                    Termination.


 


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


 


27

















 


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


 


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


 


ARTICLE 7.     MISCELLANEOUS


 


SECTION 7.01                    Counterparts.


 


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


 


SECTION 7.02                    No Third Party Beneficiaries.


 


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


 


SECTION 7.03                    Severability.


 


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


 


28

















 


SECTION 7.04                    Owners and Holders as Parties; Binding
Effect.


 


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


 


SECTION 7.05                    Notices.


 


Any and all notices to be given to the Company shall
be deemed to have been duly given if personally delivered or sent by mail or
cable, telex or facsimile transmission confirmed by letter, addressed to China
New Borun Coprporation, Bohai Industrial Park (Yangkou Town), Shouguang,
Shandong 262715, People’s Republic of China, Attention:
                          
or any other place to which the Company may have transferred its principal
office with notice to the Depositary.


 


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


 


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


 


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


 


SECTION 7.06                    Arbitration;
Settlement of Disputes.


 


(a)  Any
controversy, claim or cause of action brought by any party hereto against the
Company arising out of or relating to the Shares or other Deposited Securities,
the American Depositary Shares, the Receipts or this Agreement, or the breach
hereof or thereof, shall be settled by arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association,
and judgment upon the award rendered 


 


29

















 


by the arbitrators
may be entered in any court having jurisdiction thereof; provided, however, that in the event of
any third-party litigation to which the Depositary is a party and to which the
Company may properly be joined, the Company may be so joined in any court in
which such litigation is proceeding; and provided, further, that any such
controversy, claim or cause of action brought by a party hereto against the
Company relating to or based upon the provisions of the Federal securities laws
of the United States or the rules and regulations promulgated thereunder
shall be submitted to arbitration as provided in this Section 7.06 only if
so elected by the claimant.


 


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


 


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


 


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


 


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


 


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


 


The Company hereby (i) irrevocably designates and
appoints [CT Corporation System, 111 Eighth Avenue, New York, New York 10011,]
as the Company’s authorized agent upon which process may be served in any suit
or proceeding (including any arbitration proceeding) arising out of or relating
to the Shares or 


 


30

















 


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


 


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


 


SECTION 7.08                    Waiver of Immunities.


 


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


 


31

















 


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


 


SECTION 7.09                    Governing Law.


 


This Deposit Agreement and the Receipts shall be
interpreted and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by the laws of the State of New York, except with respect
to its authorization and execution by the Company, which shall be governed by
the laws of the Cayman Islands.


 


32

















 


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


 


	
   

  	
  CHINA NEW BORUN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW
  YORK MELLON,

  
	
   

  	
    as
  Depositary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


33

















 


EXHIBIT A


 


	
   

  	
  AMERICAN
  DEPOSITARY SHARES

  
	
   

  	
  (Each American
  Depositary Share represents

  
	
   

  	
            
  deposited Shares)

  



 


THE BANK OF NEW
YORK MELLON


AMERICAN
DEPOSITARY RECEIPT


FOR ORDINARY
SHARES


OF


CHINA NEW BORUN
CORPORATION


(INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS)


 


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


 


AMERICAN
DEPOSITARY SHARES


 


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


 


THE DEPOSITARY’S
CORPORATE TRUST OFFICE ADDRESS IS


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


 


1

















 


1.                                       THE DEPOSIT AGREEMENT.


 


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


 


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


 


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


 


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


 


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


 


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


 


2














 


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


 


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


 


3

















 


Depositary shall not
knowingly accept for deposit under the Deposit Agreement any Shares which would
be required to be registered under the provisions of the Securities Act of
1933, unless a registration statement is in effect as to such Shares for such
offer and sale.


 


4.             LIABILITY OF OWNER FOR TAXES.


 


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


 


5.             WARRANTIES ON DEPOSIT OF SHARES.


 


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


 


6.             FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.


 


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


 


4

















 


approval has been granted
by any governmental body in any applicable jurisdiction that is then performing
the function of the regulation of currency exchange.


 


7.             CHARGES OF DEPOSITARY.


 


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


 


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


 


5

















 


8.             PRE-RELEASE OF RECEIPTS.


 


Notwithstanding Section 2.03 of the Deposit
Agreement, the Depositary may deliver American Depositary Shares prior to the
receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”).  The Depositary may, pursuant to Section 2.05
of the Deposit Agreement, deliver Shares upon the surrender of American
Depositary Shares that have been Pre-Released, whether or not such cancellation
is prior to the termination of such Pre-Release or the Depositary knows that
such American Depositary Shares have been Pre-Released.  The Depositary may receive American
Depositary Shares in lieu of Shares in satisfaction of a Pre-Release.  Each Pre-Release will be (a) preceded or
accompanied by a written representation from the person to whom American
Depositary Shares or Shares are to be delivered, that such person, or its
customer, (i) owns the Shares or American Depositary Shares to be
remitted, as the case may be, (ii) assigns all beneficial right, title and
interest in such Shares or American Depositary Shares, as the case may be, to
the Depositary in its capacity as such and for the benefit of the Owners and (iii) will
not take any action with respect to such Shares or American Depositary Shares,
as the case may be, that is inconsistent with the transfer of beneficial
ownership (including, without the consent of the Depositary, disposing of such
Shares or American Depositary Shares, as the case may be, other than in
satisfaction of such Pre-Release), (b) at all times fully collateralized
with cash or such other collateral as the Depositary deems appropriate, (c) terminable
by the Depositary on not more than five (5) business days notice, and (d) subject
to such further indemnities and credit regulations as the Depositary deems
appropriate.  The number of American
Depositary Shares which are outstanding at any time as a result of Pre-Release
will not normally exceed thirty percent (30%) of the Shares deposited under the
Deposit Agreement; provided, however, that the Depositary reserves the right to
change or disregard such limit from time to time as it deems appropriate.


 


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


 


9.             TITLE TO RECEIPTS.


 


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


 


6

















 


be subject to any
liability under the Deposit Agreement to any Holder of American Depositary Shares
unless that Holder is the Owner of those American Depositary Shares.


 


10.           VALIDITY OF RECEIPT.


 


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


 


11.           REPORTS; INSPECTION OF TRANSFER BOOKS.


 


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


 


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


 


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


 


12.           DIVIDENDS AND DISTRIBUTIONS.


 


Whenever the Depositary receives any cash dividend or
other cash distribution on any Deposited Securities, the Depositary will, if at
the time of receipt thereof any amounts received in a foreign currency can in
the judgment of the Depositary be converted on a reasonable basis into United
States dollars transferable to the United States, and subject to the Deposit
Agreement, convert such dividend or distribution into 


 


7

















 


dollars and will
distribute the amount thus received (net of the fees and expenses of the
Depositary as provided in Article 7 hereof and Section 5.09 of the
Deposit Agreement) to the Owners entitled thereto; provided, however,
that in the event that the Custodian or the Depositary is required to withhold
and does withhold from any cash dividend or other cash distribution in respect
of any Deposited Securities an amount on account of taxes or other governmental
charges, the amount distributed to the Owners of the American Depositary Shares
representing such Deposited Securities shall be reduced accordingly.


 


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


 


If any distribution consists of a dividend in, or free
distribution of, Shares, the Depositary may deliver to the Owners entitled
thereto, an aggregate number of American Depositary Shares representing the
amount of Shares received as such dividend or free distribution, subject to the
terms and conditions of the Deposit Agreement with respect to the deposit of
Shares and after deduction or upon issuance of American Depositary Shares,
including the withholding of any tax or other governmental charge as provided
in Section 4.11 of the Deposit Agreement and the payment of the fees and
expenses of the Depositary as provided in Article 7 hereof and Section 5.09
of the Deposit Agreement (and the Depositary may sell, by public or private
sale, an amount of Shares received sufficient to pay its fees and expenses in
respect of that  distribution).  The Depositary may withhold any such delivery
of American Depositary Shares if it has not received  satisfactory assurances from the Company that
such distribution does not require registration under the Securities Act of
1933. In lieu of delivering fractional American Depositary Shares in any such
case, the Depositary will sell the amount of Shares 


 


8

















 


represented by the
aggregate of such fractions and distribute the net proceeds, all in the manner
and subject to the conditions described in Section 4.01 of the Deposit
Agreement.  If additional American
Depositary Shares are not so delivered, each American Depositary Share shall
thenceforth also represent the additional Shares distributed upon the Deposited
Securities represented thereby.


 


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


 


13.           RIGHTS.


 


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


 


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


 


If the Depositary has distributed warrants or other
instruments for rights to all or certain Owners, then upon instruction from
such an Owner pursuant to such warrants or other instruments to the Depositary
from such Owner to exercise such rights, upon payment by such Owner to the
Depositary for the account of such Owner of an amount 


 


9

















 


equal to the purchase
price of the Shares to be received upon the exercise of the rights, and upon
payment of the fees and expenses of the Depositary and any other charges as set
forth in such warrants or other instruments, the Depositary shall, on behalf of
such Owner, exercise the rights and purchase the Shares, and the Company shall
cause the Shares so purchased to be delivered to the Depositary on behalf of
such Owner.  As agent for such Owner, the
Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.02
of the Deposit Agreement, and shall, pursuant to Section 2.03 of the
Deposit Agreement, deliver American Depositary Shares to such Owner.  In the case of a distribution pursuant to the
second paragraph of this Article 13, such deposit shall be made, and
depositary shares shall be delivered, under depositary arrangements which
provide for issuance of depositary shares subject to the appropriate
restrictions on sale, deposit, cancellation, and transfer under applicable
United States laws.


 


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


 


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


 


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


 


14.           CONVERSION OF FOREIGN CURRENCY.


 


Whenever the Depositary or the Custodian shall receive
foreign currency, by way of dividends or other distributions or the net
proceeds from the sale of securities, property 


 


10

















 


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


 


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


 


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


 


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


 


15.           RECORD DATES.


 


Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall be made, or
whenever rights shall be issued with respect to the Deposited Securities, or
whenever the Depositary shall receive notice of any meeting of holders of
Shares or other Deposited Securities, or whenever for any reason the Depositary
causes a change in the number of Shares that are represented by each American
Depositary Share, or whenever the Depositary shall find it necessary or
convenient, the Depositary shall fix a record date (a) for the
determination of the Owners who shall be (i) entitled to receive such
dividend, distribution or rights or the net 


 


11

















 


proceeds of the sale
thereof, (ii) entitled to give instructions for the exercise of voting
rights at any such meeting or (iii) responsible for any fee assessed by
the Depositary pursuant to the Deposit Agreement, or (b) on or after which
each American Depositary Share will represent the changed number of Shares,
subject to the provisions of the Deposit Agreement.


 


16.           VOTING OF DEPOSITED SECURITIES.


 


Upon receipt of notice of any meeting of or solicitation
of any proxies or consents from holders of Shares or other Deposited
Securities, if requested in writing by the Company, the Depositary shall, as
soon as practicable thereafter, mail to the Owners of Receipts a notice, the
form of which notice must be reviewed and approved by the Company, and which
shall contain (a) such information as is contained in such notice of
meeting or solicitation received by the Depositary from the Company, (b) a
statement that the Owners as of the close of business on a specified record
date will be entitled, subject to any applicable provision of law and of the
articles of association or similar documents of the Company, to instruct the
Depositary as to the exercise of the voting rights, if any, pertaining to the
amount of Shares or other Deposited Securities represented by their respective
American Depositary Shares and (c) a statement as to the manner in which
such instructions may be given.  Upon the
written request of an Owner of American Depositary Shares on such record date,
received on or before the date established by the Depositary for such purpose,
the Depositary shall endeavor insofar as practicable to vote or cause to be
voted the amount of Shares or other Deposited Securities represented by those
American Depositary Shares in accordance with the instructions set forth in
such request.  The Depositary shall not
vote or attempt to exercise the right to vote that attaches to the Shares or
other Deposited Securities, other than in accordance with such instructions.


 


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


 


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


 


17.           CHANGES AFFECTING DEPOSITED SECURITIES.


 


Upon any change in nominal value, change in par value,
split-up, consolidation, or any other reclassification of Deposited Securities,
or upon any recapitalization, reorganization, merger or consolidation, or sale
of assets affecting the Company or to


 


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


 


18.           LIABILITY OF THE COMPANY AND DEPOSITARY.


 


Neither the Depositary nor the Company nor any of
their respective directors, employees, agents or affiliates shall incur any
liability to any Owner or holder, (i) if by reason of any provision of any
present or future law or regulation of the United States or any other country,
or of any governmental or regulatory authority, or by reason of any provision,
present or future, of the articles of association or any similar document of
the Company, or by reason of any provision of any securities issued or
distributed by the Company, or any offering or distribution thereof, or by
reason of any act of God or war or terrorism or other circumstances beyond its
control, the Depositary or the Company shall be prevented, delayed or forbidden
from or be subject to any civil or criminal penalty on account of doing or
performing any act or thing which by the terms of the Deposit Agreement or
Deposited Securities it is provided shall be done or performed, (ii) by
reason of any non-performance or delay, caused as aforesaid, in the performance
of any act or thing which by the terms of the Deposit Agreement it is provided
shall or may be done or performed, (iii) by reason of any exercise of, or
failure to exercise, any discretion provided for in the Deposit Agreement, (iv) for
the inability of any Owner or holder to benefit from any distribution,
offering, right or other benefit which is made available to holders of
Deposited Securities but is not, under the terms of the Deposit Agreement, made
available to Owners or holders, or (v) for any special, consequential or
punitive damages for any breach of the terms of the Deposit Agreement.  Where, by the terms of a distribution
pursuant to Section 4.01, 4.02 or 4.03 of the Deposit Agreement, or an
offering or distribution pursuant to Section 4.04 of the Deposit
Agreement, or for any other reason, such distribution or offering may not be
made available to Owners of Receipts, and the Depositary may not dispose of
such distribution or offering on behalf of such Owners and make the net
proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to
lapse.  Neither the Company nor the
Depositary assumes any obligation or shall be subject to any liability under
the Deposit Agreement to Owners or holders, except that they agree to perform
their obligations specifically set forth in the Deposit Agreement without
negligence or bad faith.  The Depositary
shall not be subject to any liability with respect to the validity or worth of
the Deposited Securities.  Neither the
Depositary nor the Company shall be under any obligation to appear in,
prosecute or 


 


13

















 


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


 


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


 


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


 


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


 


20.           AMENDMENT.


 


The form of the Receipts and any provisions of the
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary without the consent of Owners or holders
in any respect which they may deem necessary or desirable.  Any amendment which shall impose or increase
any fees or charges (other than taxes and other governmental charges,
registration fees, cable, telex or facsimile transmission costs, delivery costs
or other such expenses), or which shall otherwise prejudice any substantial
existing right of Owners, shall, however, not become effective as to
outstanding American Depositary Shares until the expiration of thirty days
after notice of such amendment shall have been given to the Owners of
outstanding


 


14

















 


American Depositary
Shares. Every Owner and holder of American Depositary Shares, at the time any
amendment so becomes effective, shall be deemed, by continuing to hold such
American Depositary Shares or any interest therein, to consent and agree to such
amendment and to be bound by the Deposit Agreement as amended thereby. In no
event shall any amendment impair the right of the Owner to surrender American
Depositary Shares and receive therefor the Deposited Securities represented
thereby, except in order to comply with mandatory provisions of applicable law.


 


21.           TERMINATION OF DEPOSIT AGREEMENT.


 


The Company may terminate the Deposit Agreement by
instructing the Depositary to mail notice of termination to the Owners of all
American Depositary Shares then outstanding at least 30 days prior to the
termination date included in such notice. 
The Depositary may likewise terminate the Deposit Agreement, if at any
time 60 days shall have expired after the Depositary delivered to the Company a
written resignation notice and if a successor depositary shall not have been
appointed and accepted its appointment as provided in the Deposit Agreement; in
such case the Depositary shall mail a notice of termination to the Owners of
all American Depositary Shares then outstanding at least 30 days prior to the
termination date.  On and after the date
of termination, the Owner of American Depositary Shares will, upon (a) surrender
of such American Depositary Shares, (b) payment of the fee of the
Depositary for the surrender of American Depositary Shares referred to in Section 2.05
of the Deposit Agreement, and (c) payment of any applicable taxes or
governmental charges, be entitled to delivery, to him or upon his order, of the
amount of Deposited Securities represented by those American Depositary
Shares.  If any American Depositary
Shares shall remain outstanding after the date of termination, the Depositary
thereafter shall discontinue the registration of transfers of American Depositary
Shares, shall suspend the distribution of dividends to the Owners thereof, and
shall not give any further notices or perform any further acts under the
Deposit Agreement, except that the Depositary shall continue to collect
dividends and other distributions pertaining to Deposited Securities, shall
sell rights and other property as provided in the Deposit Agreement, and shall
continue to deliver Deposited Securities, together with any dividends or other
distributions received with respect thereto and the net proceeds of the sale of
any rights or other property, upon surrender of American Depositary Shares
(after deducting, in each case, the fee of the Depositary for the surrender of
American Depositary Shares, any expenses for the account of the Owner of such
American Depositary Shares in accordance with the terms and conditions of the
Deposit Agreement, and any applicable taxes or governmental charges). At any
time after the expiration of four months from the date of termination, the
Depositary may sell the Deposited Securities then held under the Deposit
Agreement and may thereafter hold uninvested the net proceeds of any such sale,
together with any other cash then held by it thereunder, unsegregated and
without liability for interest, for the pro rata benefit of the Owners of
American Depositary Shares that have not theretofore been surrendered, such
Owners thereupon becoming general creditors of the Depositary with respect to
such net proceeds. After making such sale, the Depositary shall be discharged 


 


15

















 


from all obligations
under the Deposit Agreement, except to account for such net proceeds and other
cash (after deducting, in each case, the fee of the Depositary for the
surrender of American Depositary Shares, any expenses for the account of the
Owner of such American Depositary Shares in accordance with the terms and
conditions of the Deposit Agreement, and any applicable taxes or governmental
charges).  Upon the termination of the
Deposit Agreement, the Company shall be discharged from all obligations under
the Deposit Agreement except for its obligations to the Depositary with respect
to indemnification, charges, and expenses.


 


22.                                   DTC DIRECT REGISTRATION SYSTEM AND
PROFILE MODIFICATION SYSTEM.


 


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


 


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


 


23.           ARBITRATION; SETTLEMENT OF DISPUTES.


 


(a)  Any controversy, claim or cause of action brought by any party
to the Deposit Agreement against the Company arising out of or relating to the
Shares or other Deposited Securities, the American Depositary Shares, the
Receipts or that Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the International Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof; 


 


16

















 


provided, however, that in the event of any third-party litigation to which the
Depositary is a party and to which the Company may properly be joined, the
Company may be so joined in any court in which such litigation is proceeding;
and provided, further, that any such controversy, claim or cause of action brought by a party
hereto against the Company relating to or based upon the provisions of the
Federal securities laws of the United States or the rules and regulations
promulgated thereunder shall be submitted to arbitration as provided in Section 7.06
of the Deposit Agreement only if so elected by the claimant.


 


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


 


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


 


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


 


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


 


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


 


In the Deposit Agreement, the Company has (i) appointed
[CT Corporation System 111 Eighth Avenue, New York, New York 10011,] as the
Company’s authorized agent upon which process may be served in any suit or
proceeding, including any arbitration proceeding, arising out of or relating to
the Shares or Deposited Securities, the American Depositary Shares, the
Receipts or this Agreement, (ii) consented and 


 


17

















 


submitted to the
jurisdiction of any state or federal court in the State of New York in which
any such suit or proceeding may be instituted, and (iii) agreed that
service of process upon said authorized agent shall be deemed in every respect
effective service of process upon the Company in any such suit or proceeding.


 


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


 


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


 


25.           DISCLOSURE OF INTERESTS.


 


The Company may from time to time request Owners to
provide information (a) as to the capacity in which such Owners own or
owned American Depositary Shares, (b) regarding the identity of any other
persons then or previously interested in such American Depositary Shares and (c) regarding
the nature of such interest and various other matters pursuant to applicable
law or the articles of association or other such corporate document of the
Company, all as if such American Depositary Shares were to the extent
practicable the underlying Shares.  Each
Owner agrees to provide any information requested by the Company or the Depositary
pursuant to this Section.  The Depositary
agrees to use reasonable efforts to comply with written instructions received
from the Company 


 


18

















 


requesting that the
Depositary forward any such requests to Owners or to forward to the Company any
responses to such requests received by the Depositary.


 


19