Exhibit 4.2


   


 






 








  


MOKO SOCIAL MEDIA LIMITED


 


AND


 


THE BANK OF NEW YORK MELLON


 


As Depositary


 


AND


 


OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES


 


Amended and Restated Deposit Agreement


 


Dated as of _______, 2014


  


 






 






 






    	 



    	 



    

  





TABLE OF CONTENTS


 


	ARTICLE 1.	DEFINITIONS	2
	SECTION 1.01	American Depositary Shares	3
	SECTION 1.02	Commission	3
	SECTION 1.03	Company	3
	SECTION 1.04	Custodian	3
	SECTION 1.05	Deliver; Surrender	3
	SECTION 1.06	Deposit Agreement	4
	SECTION 1.07	Depositary; Corporate Trust Office	4
	SECTION 1.08	Deposited Securities	4
	SECTION 1.09	Dollars	5
	SECTION 1.10	DTC	5
	SECTION 1.11	Foreign Registrar	5
	SECTION 1.12	Holder	5
	SECTION 1.13	Owner	5
	SECTION 1.14	Receipts	5
	SECTION 1.15	Registrar	5
	SECTION 1.16	Restricted Securities	5
	SECTION 1.17	Securities Act of 1933	6
	SECTION 1.18	Shares	6
	 	 	 
	ARTICLE 2.	FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES	6
	SECTION 2.01	Form of Receipts; Registration and Transferability of American Depositary Shares	6
	SECTION 2.02	Deposit of Shares	7
	SECTION 2.03	Delivery of American Depositary Shares	8
	SECTION 2.04	Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares	9
	SECTION 2.05	Surrender of American Depositary Shares and Withdrawal of Deposited Securities	10
	SECTION 2.06	Limitations on Delivery, Transfer and Surrender of American Depositary Shares	10
	SECTION 2.07	Lost Receipts, etc.	11
	SECTION 2.08	Cancellation and Destruction of Surrendered Receipts	12
	SECTION 2.09	Pre-Release of American Depositary Shares	12
	SECTION 2.10	DTC Direct Registration System and Profile Modification System	12


 




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	ARTICLE 3.	CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES	13
	SECTION 3.01	Filing Proofs, Certificates and Other Information	13
	SECTION 3.02	Liability of Owner for Taxes	13
	SECTION 3.03	Warranties on Deposit of Shares	14
	 	 	 
	ARTICLE 4.	THE DEPOSITED SECURITIES	14
	SECTION 4.01	Cash Distributions	14
	SECTION 4.02	Distributions Other Than Cash, Shares or Rights	14
	SECTION 4.03	Distributions in Shares	15
	SECTION 4.04	Rights	16
	SECTION 4.05	Conversion of Foreign Currency	17
	SECTION 4.06	Fixing of Record Date	18
	SECTION 4.07	Voting of Deposited Securities	19
	SECTION 4.08	Changes Affecting Deposited Securities; Redemption of Deposited Securities	20
	SECTION 4.09	Reports	21
	SECTION 4.10	Lists of Owners	21
	SECTION 4.11	Withholding	21
	 	 	 
	ARTICLE 5.	THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY	21
	SECTION 5.01	Maintenance of Office and Transfer Books by the Depositary	21
	SECTION 5.02	Prevention or Delay in Performance by the Depositary or the Company	22
	SECTION 5.03	Obligations of the Depositary, the Custodian and the Company	23
	SECTION 5.04	Resignation and Removal of the Depositary	24
	SECTION 5.05	The Custodians	24
	SECTION 5.06	Notices and Reports	25
	SECTION 5.07	Distribution of Additional Shares, Rights, etc.	25
	SECTION 5.08	Indemnification	26
	SECTION 5.09	Charges of Depositary	26
	SECTION 5.10	Retention of Depositary Documents	27
	SECTION 5.11	Exclusivity	28
	SECTION 5.12	List of Restricted Securities Owners	28
	 	 	 
	ARTICLE 6.	AMENDMENT AND TERMINATION	28
	SECTION 6.01	Amendment	28
	SECTION 6.02	Termination	28


 




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	ARTICLE 7.	MISCELLANEOUS	29
	SECTION 7.01	Counterparts	29
	SECTION 7.02	No Third Party Beneficiaries	30
	SECTION 7.03	Severability	30
	SECTION 7.04	Owners and Holders as Parties; Binding Effect	30
	SECTION 7.05	Notices	30
	SECTION 7.06	Submission to Jurisdiction; Appointment of Agent for Service of Process; Jury Trial Waiver	31
	SECTION 7.07	Waiver of Immunities	32
	SECTION 7.08	Governing Law	32









 




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AMENDED AND RESTATED DEPOSIT AGREEMENT


 


AMENDED AND RESTATED DEPOSIT
AGREEMENT dated as of _______, 2014 among MOKO SOCIAL MEDIA LIMITED (formerly known as MOKO.mobi Limited), a company incorporated
under the laws of the Commonwealth of Australia (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 and
the Depositary entered into a deposit agreement dated as of July 23, 2010 (the “Prior Deposit Agreement”) for the purposes
stated in that agreement; and


 


WHEREAS, the Company and
the Depositary now wish to amend the Prior Deposit Agreement to, among other things, (i) reflect that the Company has become a
reporting company under the Securities Exchange Act of 1934, as amended, and (ii) change the provisions relating to voting of Deposited
Securities (as hereinafter defined); and


 


WHEREAS, the Company desires
to provide, as hereinafter set forth in this Amended and Restated 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 Amended and Restated 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 Amended and Restated Deposit Agreement;


 


NOW, THEREFORE, in consideration
of the premises, it is agreed by and between the parties hereto that the Prior Deposit Agreement is hereby amended and restated
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:


 




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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 Moko Social Media Limited, a company incorporated under the laws of the Commonwealth of Australia, and its successors.


 


SECTION 1.04         Custodian.


 


The term “Custodian”
shall mean the principal Melbourne office of National Australia Bank, 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


 




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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 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 Amended and Restated Deposit 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.


 




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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.


 


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


 




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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 Australia, 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.


 


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


 




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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.


 


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 Australia 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


 




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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.


 


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.


 


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


 




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and governmental charges
and fees payable in connection with such deposit and the transfer of the Deposited Securities.


 


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.


 




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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


 




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or withdrawal of any Deposited
Securities, the Depositary, Custodian or Registrar may 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


 




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request for such execution
and delivery before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient
indemnity bond 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.


 


Unless requested in writing
by the Company to cease going so, the Depositary may, notwithstanding Section 2.03, 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, owns the Shares or American Depositary Shares to be remitted, as the case may be,
(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 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


 




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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 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


 




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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.


 


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 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 Australia all amounts withheld and owing to such agency. 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


 




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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.


 


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 (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.


 




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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
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.


 




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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.


 


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.


 




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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.


 


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.


 




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SECTION 4.07         Voting
of Deposited Securities.


 


Upon receipt of notice of
any meeting of 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 shall be in the sole discretion of the Depositary,
which shall contain (a) such information as is contained in such notice of meeting 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 Australian 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, including
an express indication that instructions may be given or deemed given in accordance with the last sentence of this paragraph if
no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company. 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 itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed
the Depositary to act under this Section 4.07 and complied with the following paragraph and (ii) no instructions are received by
the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner on or before the
date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to
give a discretionary proxy to a person designated by the Company with respect to that matter and the amount of Deposited Securities
represented by that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated
by the Company to vote that amount of Deposited Securities as to that matter, except that no such instruction shall be deemed
given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary
(and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company
does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights
of holders of Shares.


 


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.


 




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There can be no assurance
that Owners generally or any Owner in particular will receive the notice described in the second 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 second preceding paragraph.


 


SECTION 4.08         Changes
Affecting Deposited Securities; Redemption of 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, 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.


 


If the Depositary receives
a notice that Deposited Securities have been or are to be redeemed for cash or otherwise purchased for cash in a transaction that
will be mandatory and binding on the Depositary as a holder of those Deposited Securities (a “Redemption”), the Depositary,
at the expense of the Company, shall (i) send a notice to Owners (A) notifying them of that Redemption, (B) calling for surrender
of a corresponding number of American Depositary Shares and (C) notifying them that, upon that Redemption, the called American
Depositary Shares will convert into a right only to receive the money or other property received by the Depositary upon that Redemption
and those net proceeds shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be
entitled upon surrenders of those American Depositary Shares in accordance with Section 2.5 or 6.2, (ii) surrender Deposited Securities
that have been redeemed to the issuer of those securities or its agent on the redemption date and (iii) distribute the money or
other property received upon the Redemption to the Owners entitled to it upon surrender by them of called American Depositary Shares
in accordance with Section 2.5 (and, for the avoidance of doubt, Owners shall not be entitled to receive that money or other property
under Section 4.1 or 4.2). If the Redemption affects less than all the Deposited Securities, the Depositary shall call for surrender
a corresponding portion of the outstanding American Depositary Shares and only those American Depositary Shares will automatically
be converted into a right to receive the net proceeds of the Redemption. The Depositary shall allocate the American Depositary
Shares converted under the preceding sentence among the Owners


 




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pro-rata to their respective
holdings of American Depositary Shares immediately prior to the Redemption, except that the allocations may be adjusted
so that no fraction of a converted American Depositary Share is allocated to any Owner.


 


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.


 


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,


 




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facilities for the execution
and delivery, registration, registration of transfers and surrender of American Depositary Shares 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.


 


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


 




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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), 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.


 


Neither the Company nor the
Depositary shall 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.


 




    	- 23 -



    	 



    

  


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.


 


In case at any time the Depositary
acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall
be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall
execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon
such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations
of its predecessor; 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


 




    	- 24 -



    	 



    

  


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.


 


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


 




    	- 25 -



    	 



    

  


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, 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.


 


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 and hold them harmless from any liability or expense 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


 




    	- 26 -



    	 



    

  


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 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, and (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.


 




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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.


 


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


 




    	- 28 -



    	 



    

 


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, 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 


 




    	- 29 -



    	 



    

  


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.


 


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 Moko Social Media Limited, 1 Katherine Street, Suite 206, Chatswood, NSW 2067, Australia,
Attention: Company Secretary, 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


 




    	- 30 -



    	 



    

 


 


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


 


The Company hereby (i) irrevocably
designates and appoints James L. Harris, Esq., 225 West 121st Street, New York, New York 10027, as the Company's authorized
agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities,
the American Depositary Shares, the Receipts or this 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 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 (5) 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


 




    	- 31 -



    	 



    

  


QUESTION REGARDING EXISTENCE,
VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


SECTION 7.07          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 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 7.08          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 Australia.


 




    	- 32 -



    	 



    

  


IN WITNESS WHEREOF, MOKO
SOCIAL MEDIA LIMITED 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.


 


	 	MOKO SOCIAL MEDIA LIMITED
	 	 
	 	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


20 deposited Shares)


 


THE BANK OF NEW YORK MELLON


AMERICAN DEPOSITARY RECEIPT


FOR ORDINARY SHARES


OF


MOKO SOCIAL MEDIA LIMITED


(INCORPORATED UNDER THE LAWS OF AUSTRALIA)


 


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 Moko Social Media Limited, a company incorporated under the laws of the Commonwealth of Australia
(herein called the “Company”). At the date hereof, each American Depositary Share represents 20 Shares deposited or
subject to deposit under the Deposit Agreement (as such term is hereinafter defined) at the principal Melbourne office of National
Australia Bank (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.          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 Amended and Restated Deposit Agreement dated as of _________, 2014 (herein called the "Deposit Agreement")
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


 




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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


 




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approval has been granted
by any governmental body in Australia 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, and (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.


 




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8.          PRE-RELEASE OF RECEIPTS.


 


Unless requested in writing
by the Company to cease going so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, 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, owns the Shares or American
Depositary Shares to be remitted, as the case may be, (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 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.


 




    	- 6 -



    	 



    

  


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 system 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 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


 




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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 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


 




    	- 8 -



    	 



    

  


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 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


 




    	- 9 -



    	 



    

 


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 or rights, and if at the time of the receipt thereof the foreign currency so received can in


 




    	- 10 -



    	 



    

  


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 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 shall be in the sole discretion of the
Depositary, which shall contain (a) such information as is contained in such notice of meeting 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 applicable 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, including an express indication that instructions may be given or deemed given in accordance with the last sentence
of this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the
Company. 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 itself exercise any voting discretion over any Deposited Securities.
If (i) the Company instructed the Depositary to act under this Section 4.07 and complied with the following paragraph and (ii)
no instructions are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares
of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have
instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that matter and the
amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall give a discretionary
proxy to a person designated by the Company to vote that amount of Deposited Securities as to that matter, except that no
such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the
Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable)
that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely
affects the rights of holders of Shares.


 




    	- 12 -



    	 



    

 


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 the preceding paragraph, 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.


 


There can be no assurance
that Owners generally or any Owner in particular will receive the notice described in the second 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 second preceding paragraph.


 


17.        CHANGES AFFECTING
DEPOSITED SECURITIES; REDEMPTION OF 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, 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.


 


If the Depositary receives
a notice that Deposited Securities have been or are to be redeemed for cash or otherwise purchased for cash in a transaction that
will be mandatory and binding on the Depositary as a holder of those Deposited Securities (a “Redemption”), the Depositary,
at the Company’s expense, shall (i) send a notice to Owners (A) notifying them of that Redemption, (B) calling for surrender
of a corresponding number of American Depositary Shares and (C) notifying them that, upon that Redemption, the called American
Depositary Shares will convert into a right only to receive the money or other property received by the Depositary upon that Redemption
and those net proceeds shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be
entitled upon surrenders of those American Depositary Shares in accordance with Section 2.5 or 6.2 of the Deposit Agreement, (ii)
surrender Deposited Securities that have been redeemed to the issuer of those securities or its agent on the redemption date and
(iii) distribute the money or other property received upon the Redemption to the Owners entitled to it upon surrender by them of
called American Depositary Shares in accordance with Section 2.5 of that Agreement (and, for the avoidance of doubt, Owners shall
not be entitled to receive that money or other property under Section 4.1 or 4.2 of that Agreement). If the Redemption


 




    	- 13 -



    	 



    

  


affects less than all the
Deposited Securities, the Depositary shall call for surrender a corresponding portion of the outstanding American Depositary Shares
and only those American Depositary Shares will automatically be converted into a right to receive the net proceeds of the Redemption.
The Depositary shall allocate the American Depositary Shares converted under the preceding sentence among the Owners pro-rata to
their respective holdings of American Depositary Shares immediately prior to the Redemption, except that the allocations
may be adjusted so that no fraction of a converted American Depositary Share is allocated to any Owner.


 


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 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


 




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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. Neither The Company
nor the Depositary shall 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


 




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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, 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 from all obligations


 




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



 


In the Deposit Agreement,
the Company has (i) appointed James L Harris, Esq., 225 121st Street, New York, New York 10027, as the Company's authorized
agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities,
the American Depositary Shares, the Receipts or this


 




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Agreement, (ii) consented
and 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.


 




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