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**Exhibit 2.4**

**Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934**

American Depositary Shares (“ADSs”), each representing 30 Class A ordinary shares of Q&K International Group Limited(“our company”) are listed on the NASDAQ Global Market and the shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description of the rights of (i) the holders of ordinary shares and(ii) ADS holders. Shares underlying the ADSs are held by The Bank of New York Mellon, as depositary, and holders of ADSs will not be treated as holders of the ordinary shares. 

**Description of Ordinary Shares (Items 9.A.3, 9.A.5, 9.A.6, 9.A.7, 10.B.3, 10.B.4, 10.B.6, 10.B.7, 10.B.8, 10.B.9 and 10.B.10 of Form 20-F)**

***Ordinary Shares***

*General*

Our ordinaryshares are divided into Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share and Class B ordinary share of our company has par value of US$0.00001 per share. The respective number of Class Aordinary shares and Class B ordinary shares that had been issued as of the last day of the fiscal year ended September 30, 2019 provided on the cover of the annual report on Form 20-F filed onFebruary 18, 2020. 

Holders of our Class A ordinary shares and Class B ordinary shares have the same rights except for votingand conversion rights. Our ordinary shares are issued in registered form and are issued when registered in our register of members. Our shareholders who are nonresidents of the Cayman Islands may freely hold and vote their shares. 

*Conversion*

EachClass B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon anytransfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class Aordinary shares. 

*Dividends*

The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Our amended and restatedarticles of association provide that dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits which our board of directors determine is no longer needed. Dividends may also be declaredand paid out of share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Law (2018 Revision) of the Cayman Islands (the “Companies Law”). 

*Voting Rights*

Holders ofour ordinary shares have the right to receive notice of, attend, speak and vote at general meetings of our company. Except as required by applicable law and subject to the amended and restated memorandum and articles of association, holders ofClass A ordinary shares and Class B ordinary shares shall at all times vote together as one class on all matters submitted to a vote of the shareholders. 

At any general meeting on a poll, every shareholder holding Class A ordinary shares present in person or by proxy or, in the case of ashareholder being a corporation, by its duly authorized representative shall have one (1) vote for every fully paid Class A ordinary share of which he is the holder; and every shareholder holding Class B ordinary shares present inperson or by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative shall have ten (10) votes for every fully paid Class B ordinary share of which he is the holder. 
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A resolution put to the vote of a meeting shall be decided by way of a poll save that thechairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case (i) every shareholder holding Class A ordinary shares present inperson (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one (1) vote, and (ii) every shareholder holding Class B ordinary shares present in person (or being a corporation, ispresent by a duly authorized representative), or by proxy(ies) shall have ten (10) votes, provided that, notwithstanding anything contained in our amended and restated memorandum and articles of association, where more than one proxy isappointed by a shareholder which is a clearing house or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For the purposes of our amended and restated memorandum and articles of association,procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by us to the shareholders; and (ii) relate to the chairman’s duties to maintainthe orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all shareholders a reasonable opportunity to express their views. 

An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attachingto the shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the shares cast at a meeting. A special resolution will berequired for important matters such as a change of name or making changes to our amended and restated memorandum and articles of association. 

*Transfer of Ordinary Shares*

Subject to the restrictions contained in our amended and restated memorandum and articles of association, any of our shareholders may transferall or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors. 

Our board of directors may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any sharethat is not a fully paid up share to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice tothe foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share that is not a fully paid up share on which we have a lien. Our board of directors may also decline to register anytransfer of any ordinary share unless: 

 
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the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which itrelates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; 

 
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the instrument of transfer is in respect of only one class of ordinary shares; 

 
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the instrument of transfer is properly stamped, if required; 

 
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a fee of such maximum sum as the Nasdaq may determine to be payable or such lesser sum as our directors may fromtime to time require is paid to us in respect thereof. 

If our directors refuse to register a transfer, they shall,within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. 

The registration of transfers may, after compliance with any notice required of the Nasdaq, be suspended and the register of members closed atsuch times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register of members closed for more than 30 days in any year as our boardmay determine. 

*Liquidation*

On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available fordistribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of thepaid-up ordinary share capital, the assets will be distributed so that the losses are borne by our holders of ordinary shares proportionately. 

*Calls on Ordinary Shares and Forfeiture of Ordinary Shares*

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served tosuch shareholders at least 14 clear days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture. 

 
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*Redemption of Ordinary Shares*

The Companies Law and our amended and restated articles of association permit us to purchase our own shares. In accordance with our amended andrestated articles of association and provided the necessary shareholders or board approval have been obtained, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders of these shares, on such termsand in such manner, including out of capital, as may be determined by our board of directors. 

*Variations of Rights of Shares*

All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied with thesanction of a special resolution passed at a general meeting of the holders of the shares of that class. Separate general meetings of the holders of a class or series of shares may be called only by (i) the chairman of our board of directors,or (ii) a majority of our board of directors (unless otherwise specifically provided by the terms of issue of the shares of such class or series), and nothing in the amended and restated memorandum and articles of association shall give anyshareholder or shareholders the right to call a class or series meeting. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, bedeemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares. 

***General Meetings ofShareholders***

A quorum required for a meeting of shareholders consists of one or more shareholders present in person or by proxyrepresenting not less than one-third of all voting power of the company’s share capital in issue. (i) A majority of our board of directors, or (ii) the chairman of our board of directors, or(iii) any director, where required to give effect to a requisition received under the amended and restated memorandum and articles of association, may call extraordinary general meetings, which extraordinary general meetings shall be held atsuch times and locations (as permitted hereby) as such person or persons shall determine. 

Any one or more shareholders holding at thedate of deposit of the requisition not less than two-thirds of the voting power of our share capital in issue carrying the right of voting at general meetings of our company shall at all times have the right,by written requisition to our board of directors or our secretary, to require an extraordinary general meeting to be called by our board of directors for the transaction of any business permitted by the Companies Law or the amended and restatedmemorandum and articles of association (subject to the below) as specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If withintwenty-one (21) days of such deposit our board of directors fails to proceed to convene such meeting the requisitionist(s) himself or herself (themselves) may do so in the same manner, and all reasonableexpenses incurred by the requisitionist(s) as a result of the failure of our board of directors shall be reimbursed to the requisitionist(s) by us. 

A meeting requisitioned under the amended and restated memorandum and articles of association shall not be permitted to consider or vote upon(A) any resolutions with respect to the election, appointment or removal of directors or with respect to the size of our board of directors, unless such proposal is first approved by our nominating and corporate governance committee; or(B) other than a special resolution in respect of the appointment or removal of any director, any special resolution or any matters required to be passed by way of special resolution pursuant to the amended and restated memorandum and articlesof association or the Companies Law. Written notice shall be given not less than ten days before the date of any general meeting. 

***Inspection ofBooks and Records***

Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copiesof our list of shareholders or our corporate records. However, in our amended and restated memorandum and articles of association we provide our shareholders with the right to inspect our list of shareholders and to receive annual audited financialstatements. 

***Changes in Capital***

We may from time to time by ordinary resolution: 

 
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increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolutionshall prescribe; 

 
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consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

 
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sub-divide our existing shares, or any of them into shares of a smalleramount; or 

 
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cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be takenby any person and diminish the amount of our share capital by the amount of the shares so canceled. 

We may by specialresolution, subject to any confirmation or consent required by the Companies Law, reduce our share capital or any capital redemption reserve in any manner permitted by law. 

***Differences in Corporate Law***

TheCompanies Law is modeled after that of England and Wales but does not follow recent statutory enactments in England. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below isa summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the State of Delaware. 

*Mergers and Similar Arrangements*

A merger of two or more constituent companies under Cayman Islands law requires a plan of merger or consolidation to be approved by thedirectors of each constituent company and authorization by a special resolution of the members of each constituent company. 

A mergerbetween a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitledto vote are owned by the parent company. 

The consent of each holder of a fixed or floating security interest over a constituent companyis required unless this requirement is waived by a court in the Cayman Islands. 

Save in certain circumstances, a dissentient shareholderof a Cayman constituent company is entitled to payment of the fair value of his shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief onthe grounds that the merger or consolidation is void or unlawful. 

In addition, there are statutory provisions that facilitate thereconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourthsin value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently thearrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve thearrangement if it determines that: 

 
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the statutory provisions as to the required majority vote have been met; 

 
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the shareholders have been fairly represented at the meeting in question and the statutory majority are actingbona fide without coercion of the minority to promote interests adverse to those of the class; 

 
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the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting inrespect of his interest; and 

 
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the arrangement is not one that would more properly be sanctioned under some other provision of the CompaniesLaw. 

When a takeover offer is made and accepted by holders of 90% of the shares within four months, the subject of theoffer, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. Anobjection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion. 

 
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If an arrangement and reconstruction is thus approved, the dissenting shareholder would haveno rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares. 

*Shareholders’ Suits*

In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder.However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when: 

 
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a company acts or proposes to act illegally or ultra vires; 

 
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the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simplemajority vote that has not been obtained; and 

 
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those who control the company are perpetrating a “fraud on the minority.” 

*Indemnification of Directors and Executive Officers and Limitation of Liability*

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnificationof officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Ouramended and restated memorandum and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraudwhich may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we have entered into indemnification agreements with ourdirectors and senior executive officers that provide such persons with additional indemnification beyond that provided in our amended and restated memorandum and articles of association. 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controllingus under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 

*Anti-Takeover Provisions in the Memorandum and Articles of Association*

Some provisions of our amended and restated memorandum and articles of association may discourage, delay or prevent a change in control of ourcompany or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictionsof such preferred shares without any further vote or action by our shareholders. 

However, under Cayman Islands law, our directors mayonly exercise the rights and powers granted to them under our amended and restated memorandum and articles of association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our company.

*Directors’ Fiduciary Duties*

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty hastwo components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director mustinform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the bestinterests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders takeprecedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in thehonest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by adirector, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation. 

 
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As a matter of Cayman Islands law, a director of a Cayman Islands company is in the positionof a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company — a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her positionas director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islandscompany owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his orher knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. 

*Shareholder Action by Written Consent*

Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to itscertificate of incorporation. Our amended and restated articles of association provide that shareholders may not approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have beenentitled to vote on such matter at a general meeting without a meeting being held. 

*Shareholder Proposals*

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, providedit complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling specialmeetings. 

Our amended and restated articles of association allow our shareholders to requisition a shareholders’ meeting (seeabove). As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings though we may do so. 

*Cumulative Voting*

Underthe Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representationof minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electingsuch director. As permitted under Cayman Islands law, our amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue thanshareholders of a Delaware corporation. 

*Removal of Directors*

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approvalof a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Subject to any provision to the contrary in our amended and restated memorandum and articles of association, a director may, at anytime before the expiration of his or her period of office (notwithstanding anything in our amended and restated memorandum and articles of association or in any agreement between our company and such director (but without prejudice to any claim fordamages under any such agreement)) be removed by way of either (a) an ordinary resolution of the shareholders; or (b) the affirmative vote of a majority of the remaining directors present and voting at a board meeting; or (c) aresolution in writing (which complies with the requirements of the provisos contained in article 119 of our amended and restated memorandum and articles of association) signed by all the directors other than the director being removed. 

*Transactions with Interested Shareholders*

The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless thecorporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three yearsfollowing the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. Thishas the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things,prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages anypotential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors. 

 
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Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of thetypes of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must beentered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders. 

*Dissolution; Winding Up*

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved byshareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows aDelaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts ofthe Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstancesincluding where it is, in the opinion of the court, just and equitable to do so. 

Under the Companies Law and our amended and restatedarticles of association, our company may be dissolved, liquidated or wound up by a special resolution of shareholders. 

*Variation ofRights of Shares*

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approvalof a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our amended and restated articles of association, if our share capital is divided into more than oneclass of shares, we may vary the rights attached to any class only with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. 

*Amendment of Governing Documents*

Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of theoutstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our amended and restated memorandum and articles of association may only be amended by a special resolution ofshareholders. 

*Rights of Non-Resident or Foreign Shareholders*

There are no limitations imposed by our amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our amended and restated memorandum and articles of association governing the ownershipthreshold above which shareholder ownership must be disclosed. 

*Directors’ Power to Issue Share*

Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or withoutpreferred, deferred, qualified or other special rights or restrictions. 

***Limitations or Qualifications***

Our company has a dual-class voting structure such that ordinary shares of our company consist of Class A ordinary shares and Class Bordinary shares. Holders of Class A ordinary shares are entitled to one vote per share in respect of matters requiring the votes of shareholders, while holders of Class B ordinary shares are entitled to ten (10) votes per share,subject to certain exceptions. Due to the super voting power of Class B ordinary share holder, the voting power of the Class A ordinary shares may be materially limited. 

 
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***Preemptive Rights***

The shareholders of our company do not have preemptive right. 

***Other Rights***

Not applicable. 

**Description of Debt Securities, Warrants and Rights and Other Securities (Items 12.A, 12.B and 12.C of Form 20-F)**

Not applicable. 

**Description ofAmerican Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)**

The Bank of New York Mellon,as depositary, registers and delivers ADSs. Each ADS represents 30 Class A ordinary shares (or a right to receive 30 Class A ordinary shares) deposited with The Hongkong and Shanghai Banking Corporation Limited, as custodian for thedepositary in Hong Kong. Each ADS also represents any other securities, cash or other property which may be held by the depositary. The deposited shares together with any other securities, cash or other property held by the depositary are referredto as the deposited securities. The depositary’s office at which the ADSs are administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286. 

You may hold ADSs either (A) directly (i) by having an American depositary receipt, also referred to as an ADR, which is a certificateevidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institutionthat is a direct or indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold theADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what thoseprocedures are. 

Registered holders of uncertificated ADSs receive statements from the depositary confirming their holdings. 

As an ADS holder, we do not treat you as one of our shareholders and you do not have shareholder rights. Cayman Islands law governsshareholder rights. The depositary is the holder of the shares underlying your ADSs. As a registered holder of ADSs, you have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly orbeneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs. 

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entiredeposit agreement and the form of ADR. 

***Dividends and Other Distributions***

*How will you receive dividends and other distributions on the shares?*

The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on sharesor other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent. 

 
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*Cash*. The depositary will convert any cash dividend or other cash distribution we pay on the shares intoU.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary todistribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and itwill not be liable for any interest. Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. The depositary will distribute only whole U.S. dollars and cents and will round fractionalcents to the nearest whole cent. *If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution.*

 
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*Shares*. The depositary may distribute additional ADSs representing any shares we distribute as a dividendor free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does withcash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees andexpenses in connection with that distribution. 

 
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*Rights to purchase additional shares*. If we offer holders of our securities any rights to subscribe foradditional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, ineach case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise ordistribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute thosesecurities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary todistribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer. 

 
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*Other Distributions.* The depositary will send to ADS holders anything else we distribute on depositedsecurities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does withcash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receivessatisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities lawsmay restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer. 

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. Wehave no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. *This meansthat you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.*

***Deposit, Withdrawal and Cancellation***

*How are ADSs issued?*

Thedepositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees,the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit. 

*How can ADS holders withdraw the deposited securities?*

You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges,such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at yourrequest, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a depositedshare or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities. 

 
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*How do ADS holders interchange between certificated ADSs and uncertificated ADSs?*

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary willcancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSsrequesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs. 

***Voting Rights***

*How do you vote?*

ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositaryto solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on andexplain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of the Cayman Islandsand the provisions of our amended and restated memorandum and articles of association or similar documents, to vote or to have its agents vote the shares or other deposited securities as instructed by ADS holders. If we do not request the depositaryto solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so. 

*Except by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSsand withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares.* In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to voteas instructed. 

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary tovote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions.*This means that you may not be able to exercise voting rights andthere may be nothing you can do if your shares are not voted as you requested.*

In order to give you a reasonable opportunity toinstruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the Depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon atleast 45 days in advance of the meeting date. 

***Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities***

The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADSholder surrendering ADSs and subject to any conditions or procedures the depositary may establish. 

If deposited securities are redeemedfor cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs uponsurrender of those ADSs. 

If there is any change in the deposited securities such as asub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives newsecurities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and practicalto hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs. 

If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary maydistribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities. 

If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securitiesunderlying ADSs have become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders. 

 
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***Amendment and Termination***

*How may the deposit agreement be amended?*

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds orincreases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not becomeeffective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound bythe ADRs and the deposit agreement as amended. 

*How may the deposit agreement be terminated?*

The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of thedeposit agreement if 

 
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60 days have passed since the depositary told us it wants to resign but a successor depositary has not beenappointed and accepted its appointment; 

 
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we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs onanother exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market; 

 
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we delist our shares from an exchange outside the United States on which they were listed and do not list theshares on another exchange outside the United States; 

 
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the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933; 

 
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we appear to be insolvent or enter insolvency proceedings; 

 
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all or substantially all the value of the deposited securities has been distributed either in cash or in the formof securities; 

 
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there are no deposited securities underlying the ADSs or the underlying deposited securities have becomeapparently worthless; or 

 
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there has been a replacement of deposited securities. 

If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any timeafter the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and withoutliability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date. 

After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of depositedsecurities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind that have not settled if it would interfere with the selling process.The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the terminationdate, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other dutiesunder the deposit agreement except as described in this paragraph. 

 
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***Limitations on Obligations and Liability***

*Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs*

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liabilityof the depositary. We and the depositary: 

 
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are only obligated to take the actions specifically set forth in the deposit agreement without negligence or badfaith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs; 

 
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are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or itscontrol from performing our or its obligations under the deposit agreement; 

 
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are not liable if we or it exercises discretion permitted under the deposit agreement; 

 
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are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securitiesthat is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement; 

 
 • 
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the depositagreement on your behalf or on behalf of any other person; 

 
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may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed orpresented by the proper person; 

 
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are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and

 
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the depositary has no duty to make any determination or provide any information as to our tax status. Neither thedepositary nor we have any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reducedrate of withholding or refund of amounts withheld in respect of tax or any other tax benefit. 

In the deposit agreement,we and the depositary agree to indemnify each other under certain circumstances. 

***Requirements for Depositary Actions***

Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositarymay require: 

 
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payment of stock transfer or other taxes or other governmental charges and transfer or registration fees chargedby third parties for the transfer of any shares or other deposited securities; 

 
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satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

 
 • 
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, includingpresentation of transfer documents. 

The depositary may refuse to deliver ADSs or register transfers of ADSs when thetransfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so. 

***Your Right toReceive the Shares Underlying Your ADSs***

ADS holders have the right to cancel their ADSs and withdraw the underlying shares at anytime except: 

 
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when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed ourtransfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares; 

 
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when you owe money to pay fees, taxes and similar charges; or 

 
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when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations thatapply to ADSs or to the withdrawal of shares or other deposited securities. 

 
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This right of withdrawal may not be limited by any other provision of the deposit agreement.

***Direct Registration System***

In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, andProfile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs throughDTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and todeliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer. 

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreementunderstand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authorityto act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositarythrough the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary. 

***Shareholder Communications; Inspection of Register of Holders of ADSs***

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of depositedsecurities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect theregister of holders of ADSs, but only for the purpose of communicating with those holders regarding our business or a matter related to the deposit agreement or the ADSs. 

***Jury Trial Waiver***

The depositagreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including anyclaim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance withapplicable case law. 

You will not, by agreeing to the terms of the deposit agreement, be deemed to have waived our or thedepositary’s compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder. 

 
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