Exhibit 4.3


 


EXECUTION COPY


 





 



 


DEPOSIT AGREEMENT


 





 



 


by and among


 


WOWO LIMITED


 


AND


 


CITIBANK, N.A.,


 


as Depositary,


 


AND


 


THE HOLDERS AND BENEFICIAL OWNERS OF

AMERICAN DEPOSITARY SHARES

ISSUED HEREUNDER


 





 



 


Dated as of April 13, 2015


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I	DEFINITIONS	1
	Section 1.1	“ADS Record Date”	1
	Section 1.2	“Affiliate”	1
	Section 1.3	“American Depositary Receipt(s)”, “ADR(s)”
and “Receipt(s)”	2
	Section 1.4	“American Depositary Share(s)” and “ADS(s)”	2
	Section 1.5	“Applicant”	2
	Section 1.6	“Articles of Association”	2
	Section 1.7	“Beneficial Owner”	3
	Section 1.8	“Certificated ADS(s)”	3
	Section 1.9	“Commission”	3
	Section 1.10	“Company”	3
	Section 1.11	“Custodian”	3
	Section 1.12	“Deposit”	3
	Section 1.13	“Deliver” and “Delivery”	3
	Section 1.14	“Deposit Agreement”	4
	Section 1.15	“Depositary”	4
	Section 1.16	“Deposited Property”	4
	Section 1.17	“Deposited Securities”	4
	Section 1.18	“Dollars” and “$”	4
	Section 1.19	“DTC”	4
	Section 1.20	“DTC Participant”	4
	Section 1.21	“Exchange Act”	4
	Section 1.22	“Foreign Currency”	4
	Section 1.23	“Full Entitlement ADR(s)”, “Full Entitlement
ADS(s)” and “Full Entitlement Share(s)”	5
	Section 1.24	“Holder(s)”	5
	Section 1.25	“Partial Entitlement ADR(s)”, “Partial Entitlement
ADS(s)” and “Partial Entitlement Share(s)”	5
	Section 1.26	“Pre-Release Transaction”	5
	Section 1.27	“Principal Office”	5
	Section 1.28	“Registrar”	5
	Section 1.29	“Restricted Securities”	5
	Section 1.30	“Restricted ADR(s)”, “Restricted ADS(s)”
and “Restricted Shares”	5
	Section 1.31	“Securities Act”	6
	Section 1.32	“Share Registrar”	6
	Section 1.33	“Shares”	6
	Section 1.34	“Uncertificated ADS(s)”	6
	Section 1.35	“United States” and “U.S.”	6
	 	 	 
	ARTICLE II	APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;DEPOSIT OF SHARES; EXECUTION ANDDELIVERY, TRANSFER AND SURRENDER OF RECEIPTS	6
	Section 2.1	Appointment of Depositary	6
	Section 2.2	Form and Transferability of ADSs	7
	Section 2.3	Deposit of Shares	8
	 	 	 	 







    	 	ii	 



     


    

 


TABLE OF CONTENTS

(continued)


 


	 	 	Page
	 	 	 
	Section 2.4	Registration and Safekeeping of Deposited Securities	10
	Section 2.5	Issuance of ADSs	10
	Section 2.6	Transfer, Combination and Split-Up of ADRs	11
	Section 2.7	Surrender of ADSs and Withdrawal of Deposited Securities	12
	Section 2.8	Limitations on Execution and Delivery, Transfer, etc. of
ADSs; Suspension of Delivery, Transfer, etc.	13
	Section 2.9	Lost ADRs, etc.	14
	Section 2.10	Cancellation and Destruction of Surrendered ADRs; Maintenance
of Records	14
	Section 2.11	Escheatment	14
	Section 2.12	Partial Entitlement ADSs	14
	Section 2.13	Certificated/Uncertificated ADSs	15
	Section 2.14	Restricted ADSs	16
	 	 	 
	ARTICLE III	CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs	17
	Section 3.1	Proofs, Certificates and Other Information	17
	Section 3.2	Liability for Taxes and Other Charges	18
	Section 3.3	Representations and Warranties on Deposit of Shares	18
	Section 3.4	Compliance with Information Requests	18
	Section 3.5	Ownership Restrictions	19
	Section 3.6	Reporting Obligations and Regulatory Approvals	19
	 	 	 
	ARTICLE IV	THE DEPOSITED SECURITIES	20
	Section 4.1	Cash Distributions	20
	Section 4.2	Distribution in Shares	21
	Section 4.3	Elective Distributions in Cash or Shares	21
	Section 4.4	Distribution of Rights to Purchase Additional ADSs	22
	Section 4.5	Distributions Other Than Cash, Shares or Rights to Purchase
Shares	24
	Section 4.6	RESERVED	24
	Section 4.7	Redemption	25
	Section 4.8	Conversion of Foreign Currency	25
	Section 4.9	Fixing of ADS Record Date	26
	Section 4.10	Voting of Deposited Securities	27
	Section 4.11	Changes Affecting Deposited Securities	29
	Section 4.12	Available Information	29
	Section 4.13	Reports	29
	Section 4.14	List of Holders	29
	Section 4.15	Taxation	30
	 	 	 
	ARTICLE V	THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY	31
	Section 5.1	Maintenance of Office and Transfer Books by the Registrar	31
	Section 5.2	Exoneration	31
	Section 5.3	Standard of Care	32
	 	 	 	 







    	 	iii	 



     


    

 


TABLE OF CONTENTS

(continued)


 





	 	 	Page
	 	 	 
	Section 5.4	Resignation and Removal of the Depositary; Appointment of Successor Depositary	33
	Section 5.5	The Custodian	34
	Section 5.6	Notices and Reports	34
	Section 5.7	Issuance of Additional Shares, ADSs etc.	35
	Section 5.8	Indemnification	36
	Section 5.9	ADS Fees and Charges	37
	Section 5.10	Pre-Release Transactions	38
	Section 5.11	Restricted Securities Owners	38
	 	 	 
	ARTICLE VI	AMENDMENT AND TERMINATION	39
	Section 6.1	Amendment/Supplement	39
	Section 6.2	Termination	40
	 	 	 
	ARTICLE VII	MISCELLANEOUS	41
	Section 7.1	Counterparts	41
	Section 7.2	No Third Party Beneficiaries	41
	Section 7.3	Severability	41
	Section 7.4	Holders and Beneficial Owners as Parties; Binding Effect	41
	Section 7.5	Notices	41
	Section 7.6	Governing Law and Jurisdiction	42
	Section 7.7	Assignment	44
	Section 7.8	Compliance with U.S. Securities Laws	44
	Section 7.9	Cayman Islands Law References	44
	Section 7.10	Titles and References	44
	Section 7.11	ADRs	45
	 	 	 
	EXHIBIT A	 	 
	Form of ADR	 	A-1
	Fee Schedule	 	B-1
	 	 	 	 









    	 	iv	 



     


    

 


DEPOSIT AGREEMENT


 


DEPOSIT AGREEMENT, dated as of April
13, 2015, by and among (i) WOWO LIMITED, a company incorporated under the laws of the Cayman Islands, and its successors (the
“Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States
of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all
Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).


 


WITNESSETH   THAT:


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE I


 


DEFINITIONS


 


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


 


Section 1.1            
“ADS Record Date” shall have the meaning given to such term in Section 4.9.


 


Section 1.2            
“Affiliate” shall have the meaning assigned to such term by the Commission (as hereinafter defined) under
Regulation C promulgated under the Securities Act (as hereinafter defined), or under any successor regulation thereto.


 




     


     


    

 


Section 1.3            
“American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” shall mean the
certificate(s) issued by the Depositary to evidence the American Depositary Shares issued under the terms of the Deposit Agreement
in the form of Certificated ADS(s) (as hereinafter defined), as such ADRs may be amended from time to time in accordance with the
provisions of the Deposit Agreement.  An ADR may evidence any number of ADSs and may, in the case of ADSs held through a central
depository such as DTC, be in the form of a “Balance Certificate.”


 


Section 1.4            
“American Depositary Share(s)” and “ADS(s)” shall mean the rights and interests in the
Deposited Property (as hereinafter defined) granted to the Holders and Beneficial Owners pursuant to the terms and conditions of
the Deposit Agreement and, if issued as Certificated ADS(s), (as hereinafter defined) the ADR(s) issued to evidence such ADSs. 
ADS(s) may be issued under the terms of the Deposit Agreement in the form of (a) Certificated ADS(s) (as hereinafter
defined), in which case the ADS(s) are evidenced by ADR(s), or (b) Uncertificated ADS(s) (as hereinafter defined),
in which case the ADS(s) are not evidenced by ADR(s) but are reflected on the direct registration system maintained by
the Depositary for such purposes under the terms of Section 2.13.  Unless otherwise specified in the Deposit Agreement
or in any ADR, or unless the context otherwise requires, any reference to ADS(s) shall include Certificated ADS(s) and
Uncertificated ADS(s), individually or collectively, as the context may require.  Each ADS shall represent the right to receive,
and to exercise the beneficial ownership interests in, the number of Shares specified in the form of ADR attached hereto as Exhibit A
(as amended from time to time) that are on deposit with the Depositary and/or the Custodian, subject, in each case, subject to
the terms and conditions of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS) until there shall occur
a distribution upon Deposited Securities referred to in Section 4.2 or a change in Deposited Securities referred to in Section 4.11
with respect to which additional ADSs are not issued, and thereafter each ADS shall represent the right to receive, and to exercise
the beneficial ownership interests in, the applicable Deposited Property on deposit with the Depositary and the Custodian determined
in accordance with the terms of such Sections, subject, in each case, subject to the terms and conditions of the Deposit Agreement
and the applicable ADR (if issued as a Certificated ADS).


 


Section 1.5            
“Applicant” shall have the meaning given to such term in Section 5.10.


 


Section 1.6            
“Articles of Association” shall mean the Articles of Association of the Company, as amended and restated
from time to time.


 






    	 	2	 



     


    

 


Section 1.7            
“Beneficial Owner” shall mean, as to any ADS, any person or entity having a beneficial interest
deriving from the ownership of such ADS.  Notwithstanding anything else contained in the Deposit Agreement, any
ADR(s) or any other instruments or agreements relating to the ADSs and the corresponding Deposited Property, the
Depositary, the Custodian and their respective nominees are intended to be, and shall at all times during the term of the
Deposit Agreement be, the record holders only of the Deposited Property represented by the ADSs for the benefit of the
Holders and Beneficial Owners of the corresponding ADSs.  The Depositary, on its own behalf and on behalf of the
Custodian and their respective nominees, disclaims any beneficial ownership interest in the Deposited Property held on behalf
of the Holders and Beneficial Owners of ADSs.  The beneficial ownership interests in the Deposited Property are intended
to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the
ADSs representing the Deposited Property.  The beneficial ownership interests in the Deposited Property shall, unless
otherwise agreed by the Depositary, be exercisable by the Beneficial Owners of the ADSs only through the Holders of such
ADSs, by the Holders of the ADSs (on behalf of the applicable Beneficial Owners) only through the Depositary, and by the
Depositary (on behalf of the Holders and Beneficial Owners of the corresponding ADSs) directly, or indirectly through the
Custodian or their respective nominees, in each case upon the terms of the Deposit Agreement and, if applicable, the terms of
the ADR(s) evidencing the ADSs.  A Beneficial Owner of ADSs may or may not be the Holder of such ADSs.  A
Beneficial Owner shall be able to exercise any right or receive any benefit hereunder solely through the person who is the
Holder of the ADSs owned by such Beneficial Owner.  Unless otherwise identified to the Depositary, a Holder shall be
deemed to be the Beneficial Owner of all the ADSs registered in his/her/its name.


 


Section 1.8            
“Certificated ADS(s)” shall have the meaning set forth in Section 2.13.


 


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


 


Section 1.10           “Company” shall mean Wowo Limited, a company incorporated under the laws of the Cayman Islands, and its
successors.


 


Section 1.11           “Custodian” shall mean (i) as of the date hereof, Citibank, N.A. - Hong Kong, having its principal
office at 10/F, Harbour Front (II), 22 Tak Fung Street, Hung Hom, Kowloon, Hong Kong, as the custodian of Deposited Property for
the purposes of the Deposit Agreement, (ii) Citibank, N.A., acting as custodian of Deposited Property pursuant to the Deposit
Agreement, and (iii) any other entity that may be appointed by the Depositary pursuant to the terms of Section 5.5 as
successor, substitute or additional custodian hereunder.  The term “Custodian” shall mean any Custodian individually
or all Custodians collectively, as the context requires.


 


Section 1.12           “Deposit” shall mean, when used in respect of Shares, the issue or transfer of such Shares to the Depositary
or the Custodian (or a nominee of either), and the registration of the Depositary or the custodian (or a nominee of either) in
the register of members of the Company as the registered holder of such Shares and the delivery to the Depositary or the Custodian
(or a nominee of either) of a share certificate in respect of such Shares.


 


Section 1.13           “Deliver” and “Delivery” shall mean (x) when used in respect of Shares and other
Deposited Securities, either (i) the physical delivery of the certificate(s) representing such securities, or (ii) the
book-entry transfer and recordation of such securities on the books of the Share Registrar (as hereinafter defined) or in the book-entry
settlement system, if available, and (y) when used in respect of ADSs, either (i) the physical delivery of ADR(s) evidencing
the ADSs, or (ii) the book-entry transfer and recordation of ADSs on the books of the Depositary or any book-entry settlement
system in which the ADSs are eligible for settlement.


 




    	 	3	 



     


    

 


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


 


Section 1.15          
“Depositary” shall mean Citibank, N.A., a national banking association organized under the laws of the United
States, in its capacity as depositary under the terms of the Deposit Agreement, and any successor depositary hereunder.


 


Section 1.16          
“Deposited Property” shall mean the Deposited Securities and any cash and other property held on deposit
by the Depositary and the Custodian in respect of the ADSs under the terms of the Deposit Agreement, subject, in the case of cash,
to the provisions of Section 4.8.  All Deposited Property shall be held by Custodian, the Depositary and their respective
nominees for the benefit of the Holders and Beneficial Owners of the ADSs representing the Deposited Property.  The Deposited
Property is not intended to, and shall not, constitute proprietary assets of the Depositary, the Custodian or their nominees. 
Beneficial ownership in the Deposited Property is intended to be, and shall at all times during the term of the Deposit Agreement
continue to be, vested in the Beneficial Owners of the ADSs representing the Deposited Property.  Notwithstanding the foregoing,
the collateral delivered in connection with Pre-Release Transactions described in Section 5.10 shall not constitute Deposited
Property.


 


Section 1.17          
“Deposited Securities” shall mean the Shares and any other securities held on deposit by the Custodian from
time to time in respect of the ADSs under the Deposit Agreement and constituting Deposited Property.


 


Section 1.18          
“Dollars” and “$”shall refer to the lawful currency of the United States.


 


Section 1.19          
“DTC” shall mean The Depository Trust Company, a national clearinghouse and the central book-entry settlement
system for securities traded in the United States and, as such, the custodian for the securities of DTC Participants (as hereinafter
defined) maintained in DTC, and any successor thereto.


 


Section 1.20          
“DTC Participant” shall mean any financial institution (or any nominee of such institution) having one or
more participant accounts with DTC for receiving, holding and delivering the securities and cash held in DTC.  A DTC Participant
may or may not be a Beneficial Owner.  If a DTC Participant is not the Beneficial Owner of the ADSs credited to its account
at DTC, or of the ADSs in respect of which the DTC Participant is otherwise acting, such DTC Participant shall be deemed, for all
purposes hereunder, to have all requisite authority to act on behalf of the Beneficial Owner(s) of the ADSs credited to its
account at DTC or in respect of which the DTC Participant is so acting.


 


Section 1.21          
“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended from time to time.


 


Section 1.22          
“Foreign Currency” shall mean any currency other than Dollars.


 




    	 	4	 



     


    

 


Section 1.23          
“Full Entitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full Entitlement Share(s)”shall
have the respective meanings set forth in Section 2.12.


 


Section 1.24          
“Holder(s)” shall mean the person(s) in whose name the ADSs are registered on the books of the Depositary
(or the Registrar, if any) maintained for such purpose.  A Holder may or may not be a Beneficial Owner.  If a Holder
is not the Beneficial Owner of the ADS(s) registered in its name, such person shall be deemed, for all purposes hereunder,
to have all requisite authority to act on behalf of the Beneficial Owners of the ADSs registered in its name.


 


Section 1.25          
“Partial Entitlement ADR(s)”, “Partial Entitlement ADS(s)” and “Partial Entitlement
Share(s)” shall have the respective meanings set forth in Section 2.12.


 


Section 1.26          
“Pre-Release Transaction” shall have the meaning set forth in Section 5.10.


 


Section 1.27          
“Principal Office” shall mean, when used with respect to the Depositary, the principal office of the Depositary
at which at any particular time its depositary receipts business shall be administered, which, at the date of the Deposit Agreement,
is located at 388 Greenwich Street, New York, New York 10013, U.S.A.


 


Section 1.28          
“Registrar” shall mean the Depositary or any bank or trust company having an office in the Borough of Manhattan,
The City of New York, which shall be appointed by the Depositary to register issuances, transfers and cancellations of ADSs as
herein provided, and shall include any co-registrar appointed by the Depositary for such purposes.  Registrars (other than
the Depositary) may be removed and substitutes appointed by the Depositary.  Each Registrar (other than the Depositary) appointed
pursuant to the Deposit Agreement shall be required to give notice in writing to the Depositary accepting such appointment and
agreeing to be bound by the applicable terms of the Deposit Agreement.


 


Section 1.29          
“Restricted Securities” shall mean Shares, Deposited Securities or ADSs which (i) have been acquired
directly or indirectly from the Company or any of its Affiliates in a transaction or chain of transactions not involving any public
offering and are subject to resale limitations under the Securities Act or the rules issued thereunder, or (ii) are held
by an executive officer or director (or persons performing similar functions) or other Affiliate of the Company, or (iii) are
subject to other restrictions on sale or deposit under the laws of the United States, the Cayman Islands, under their terms of
issue by the Company, or under a shareholder agreement or the Articles of Association of the Company or under the regulations of
an applicable securities exchange unless, in each case, such Shares, Deposited Securities or ADSs are being transferred or sold
to persons other than an Affiliate of the Company in a transaction (a) covered by an effective resale registration statement,
or (b) exempt from the registration requirements of the Securities Act (as hereinafter defined), and the Shares, Deposited
Securities or ADSs are not, when held by such person(s), Restricted Securities.


 


Section 1.30          
“Restricted ADR(s)”, “Restricted ADS(s)” and “Restricted Shares” shall have the
respective meanings set forth in Section 2.14.


 




    	 	5	 



     


    

 


Section 1.31          
“Securities Act” shall mean the United States Securities Act of 1933, as amended from time to time.


 


Section 1.32          
“Share Registrar” shall mean Maples Corporate Services Limited of P.O. Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands or any other institution organized under the laws of the Cayman Islands appointed by the Company
to carry out the duties of registrar for the Shares, and any successor thereto.


 


Section 1.33          
“Shares” shall mean the Company’s ordinary shares, par value $0.00001 per share, validly issued and
outstanding and fully paid and may, if the Depositary so agrees after consultation with the Company, include evidence of the right
to receive Shares; provided that in no event shall Shares include evidence of the right to receive Shares with respect to
which the full purchase price has not been paid or Shares as to which preemptive rights have theretofore not been validly waived
or exercised; provided further, however, that, if there shall occur any change in par or nominal value, split
up, consolidation, reclassification, exchange, conversion or any other event described in Section 4.11 in respect of the Shares
of the Company, the term “Shares” shall thereafter, to the maximum extent permitted by law, represent the successor
securities resulting from such event.


 


Section 1.34          
“Uncertificated ADS(s)” shall have the meaning set forth in Section 2.13.


 


Section 1.35          
“United States” and “U.S.” shall have the meaning assigned to it in Regulation S as promulgated
by the Commission under the Securities Act.


 


ARTICLE II


 


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


 


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


 




    	 	6	 



     


    

 


Section 2.2            
Form and Transferability of ADSs.


 


(a)          Form.  Certificated ADSs shall be evidenced by definitive ADRs which shall be engraved, printed, lithographed or
produced in such other manner as may be agreed upon by the Company and the Depositary.  ADRs may be issued under the Deposit
Agreement in denominations of any whole number of ADSs.  The ADRs shall be substantially in the form set forth in Exhibit A
to the Deposit Agreement, with any appropriate insertions, modifications and omissions, in each case as otherwise contemplated
in the Deposit Agreement or required by law.  ADRs shall be (i) dated, (ii) signed by the manual or facsimile signature
of a duly authorized signatory of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly authorized
signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the registration of issuances
and transfers of ADSs.  No ADR and no Certificated ADS evidenced thereby shall be entitled to any benefits under the Deposit
Agreement or be valid or enforceable for any purpose against the Depositary or the Company, unless such ADR shall have been so
dated, signed, countersigned and registered.  ADRs bearing the facsimile signature of a duly-authorized signatory of the Depositary
or the Registrar, who at the time of signature was a duly-authorized signatory of the Depositary or the Registrar, as the case
may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the delivery
of such ADR by the Depositary.  The ADRs shall bear a CUSIP number that is different from any CUSIP number that was, is or
may be assigned to any depositary receipts previously or subsequently issued pursuant to any other arrangement between the Depositary
(or any other depositary) and the Company and which are not ADRs outstanding hereunder.


 


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


 


(c)          Title.  Subject to the limitations contained herein and in the ADR, title to an ADR (and to each Certificated ADS
evidenced thereby) shall be transferable upon the same terms as a certificated security under the laws of the State of New York,
provided that, in the case of Certificated ADSs, such ADR has been properly endorsed or is accompanied by proper instruments of
transfer.  Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder of an
ADS (that is, the person in whose name an ADS is registered on the books of the Depositary) as the absolute owner thereof for all
purposes.  Neither the Depositary nor the Company shall have any obligation nor be subject to any liability under the Deposit
Agreement or any ADR to any holder or any Beneficial Owner unless, in the case of a holder of ADSs, such holder is the Holder registered
on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s representative,
is the Holder registered on the books of the Depositary.


 




    	 	7	 



     


    

 


(d)          Book Entry Systems.  The Depositary shall make arrangements for the acceptance of the ADSs into DTC.  All
ADSs held through DTC will be registered in the name of the nominee for DTC (currently “Cede & Co.”). 
As such, the nominee for DTC will be the only “Holder” of all ADSs held through DTC.  Unless issued by the Depositary
as Uncertificated ADSs, the ADSs registered in the name of Cede & Co. will be evidenced by one or more ADR(s) in
the form of a “Balance Certificate,” which will provide that it represents the aggregate number of ADSs from time to
time indicated in the records of the Depositary as being issued hereunder and that the aggregate number of ADSs represented thereby
may from time to time be increased or decreased by making adjustments on such records of the Depositary and of DTC or its nominee
as hereinafter provided.  Citibank, N.A. (or such other entity as is appointed by DTC or its nominee) may hold the “Balance
Certificate” as custodian for DTC.  Each Beneficial Owner of ADSs held through DTC must rely upon the procedures of
DTC and the DTC Participants to exercise or be entitled to any rights attributable to such ADSs.  The DTC Participants shall
for all purposes be deemed to have all requisite power and authority to act on behalf of the Beneficial Owners of the ADSs held
in the DTC Participants’ respective accounts in DTC and the Depositary shall for all purposes be authorized to rely upon
any instructions and information given to it by DTC Participants.  So long as ADSs are held through DTC or unless otherwise
required by law, ownership of beneficial interests in the ADSs registered in the name of the nominee for DTC will be shown on,
and transfers of such ownership will be effected only through, records maintained by (i) DTC or its nominee (with respect
to the interests of DTC Participants), or (ii) DTC Participants or their nominees (with respect to the interests of clients
of DTC Participants).


 


Section 2.3            
Deposit of Shares.  Subject to the terms and conditions of the Deposit Agreement and applicable law, Shares (other
than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however,
in the case of the Company or any Affiliate of the Company, to Section 5.7) at any time by Delivery of the Shares to the Depositary,
the Custodian or a nominee of either.  Every deposit of Shares shall be accompanied by the following:  (A)(i) in
the case of Shares deposited by persons other than the Company, appropriate instruments of transfer or endorsement, duly signed
by the transferor and in a form satisfactory to the Custodian, (ii) in the case of Shares deposited by the Company, the Company’s
instruction to the Share Registrar to register such Shares in the name of the Depositary, the Custodian or any nominee, in the
register of members of the Company maintained by the Share Registrar, (B) such certifications and payments (including, without
limitation, the Depositary’s fees and related charges) and evidence of such payments (including, without limitation, stamping
or otherwise marking such Shares by way of receipt) as may be required by the Depositary or the Custodian in accordance with the
provisions of the Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary
to issue and deliver to, or upon the written order of, the person(s) stated in such order the number of ADSs representing
the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary
approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental
agency in the Cayman Islands, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory
to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been
recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect
of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary
or the Custodian and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit,
a proxy or proxies entitling the Custodian to exercise voting rights in respect of the Shares for any and all purposes until the
Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee.


 




    	 	8	 



     


    

 


Without limiting any other provision of
the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit
(a) any Restricted Securities (except as contemplated by Section 2.14) nor (b) any fractional Shares or fractional
Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio
would give rise to fractional ADSs.  No Shares shall be accepted for deposit unless accompanied by evidence, if any is required
by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have
been satisfied by the person depositing such Shares under the laws and regulations of the Cayman Islands and any necessary approval
has been granted by any applicable governmental body in the Cayman Islands, if any.  The Depositary may issue ADSs against
evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing
agency or other entity involved in ownership or transaction records in respect of the Shares.  Such evidence of rights shall
consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar,
transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares.


 


Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required
to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares
or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other
securities the deposit of which would violate any provisions of the Articles of Association.  For purposes of the foregoing
sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit
Agreement and shall not be required to make any further investigation.  The Depositary will comply with written instructions
of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in
such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate
the Company’s compliance with the securities laws of the United States.


 






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Section 2.4             Registration
and Safekeeping of Deposited Securities.  The Depositary shall instruct the Custodian upon each Delivery of
Shares being deposited hereunder with the Custodian (or other Deposited Securities pursuant to Article IV hereof),
together with the other documents above specified, to present the appropriate instrument(s) of transfer or endorsement,
duly stamped, if applicable, to the Share Registrar for transfer and registration of the Shares (as soon as transfer and
registration can be accomplished and at the expense of the person for whom the deposit is made) in the name of the
Depositary, the Custodian or a nominee of either. Deposited Securities shall be held by the Depositary, or by a Custodian for
the account and to the order of the Depositary or a nominee of the Depositary, in each case, on behalf of the Holders and
Beneficial Owners, at such place(s) as the Depositary or the Custodian shall determine.  Notwithstanding anything
else contained in the Deposit Agreement, any ADR(s), or any other instruments or agreements relating to the ADSs and the
corresponding Deposited Property, the registration of the Deposited Securities in the name of the Depositary, the Custodian
or any of their respective nominees, shall, to the maximum extent permitted by applicable law, vest in the Depositary, the
Custodian or the applicable nominee the record ownership in the applicable Deposited Securities with the beneficial ownership
rights and interests in such Deposited Securities being at all times vested with the Beneficial Owners of the ADSs
representing the Deposited Securities.  Notwithstanding the foregoing, the Depositary, the Custodian and the applicable
nominee shall at all times be entitled to exercise the beneficial ownership rights in all Deposited Property, in each case
only on behalf of the Holders and Beneficial Owners of the ADSs representing the Deposited Property, upon the terms set forth
in the Deposit Agreement and, if applicable, the ADR(s) representing the ADSs.  The Depositary, the Custodian and
their respective nominees shall for all purposes be deemed to have all requisite power and authority to act in respect of
Deposited Property on behalf of the Holders and Beneficial Owners of ADSs representing the Deposited Property, and upon
making payments to, or acting upon instructions from, or information provided by, the Depositary, the Custodian or
their respective nominees all persons shall be authorized to rely upon such power and authority.


 


Section 2.5            
Issuance of ADSs.  The Depositary has made arrangements with the Custodian for the Custodian to confirm to the
Depositary upon receipt of a deposit of Shares (i) that a deposit of Shares has been made pursuant to Section 2.3, (ii) that
such Deposited Securities have been recorded in the name of the Depositary, the Custodian or a nominee of either on the shareholders’
register maintained by or on behalf of the Company by the Share Registrar on the books of the book-entry settlement entity, (iii) that
all required documents have been received, and (iv) the person(s) to whom or upon whose order ADSs are deliverable in
respect thereof and the number of ADSs to be so delivered.  Such notification may be made by letter, cable, telex, SWIFT message
or, at the risk and expense of the person making the deposit, by facsimile or other means of electronic transmission.  Upon
receiving such notice from the Custodian, the Depositary, subject to the terms and conditions of the Deposit Agreement and applicable
law, shall issue the ADSs representing the Shares so deposited to or upon the order of the person(s) named in the notice delivered
to the Depositary and, if applicable, shall execute and deliver at its Principal Office Receipt(s) registered in the name(s) requested
by such person(s) and evidencing the aggregate number of ADSs to which such person(s) are entitled, but, in each case,
only upon payment to the Depositary of the charges of the Depositary for accepting a deposit of Shares and issuing ADSs (as set
forth in Section 5.9 and Exhibit B hereto) and all taxes and governmental charges and fees payable in connection
with such deposit and the transfer of the Shares and the issuance of the ADS(s).  The Depositary shall only issue ADSs in
whole numbers and deliver, if applicable, ADR(s) evidencing whole numbers of ADSs.  Nothing herein shall prohibit any
Pre-Release Transaction upon the terms set forth in the Deposit Agreement.


 




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Section 2.6            
Transfer, Combination and Split-Up of ADRs.


 


(a)          Transfer.  The Registrar shall register the transfer of ADRs (and of the ADSs represented thereby) on the books
maintained for such purpose and the Depositary shall (x) cancel such ADRs and execute new ADRs evidencing the same aggregate
number of ADSs as those evidenced by the ADRs canceled by the Depositary, (y) cause the Registrar to countersign such new
ADRs and (z) Deliver such new ADRs to or upon the order of the person entitled thereto, if each of the following conditions
has been satisfied:  (i) the ADRs have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder)
to the Depositary at its Principal Office for the purpose of effecting a transfer thereof, (ii) the surrendered ADRs have
been properly endorsed or are accompanied by proper instruments of transfer (including signature guarantees in accordance with
standard securities industry practice), (iii) the surrendered ADRs have been duly stamped (if required by the laws of the
State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary
and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have
been paid, subject, however, in each case, to the terms and conditions of the applicable ADRs, of the Deposit Agreement
and of applicable law, in each case as in effect at the time thereof.


 


(b)          Combination & Split-Up.  The Registrar shall register the split-up or combination of ADRs (and of the
ADSs represented thereby) on the books maintained for such purpose and the Depositary shall (x) cancel such ADRs and execute
new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by the ADRs canceled
by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the
order of the Holder thereof, if each of the following conditions has been satisfied:  (i) the ADRs have been duly Delivered
by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting
a split-up or combination thereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and
all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have been
paid, subject, however, in each case, to the terms and conditions of the applicable ADRs, of the Deposit Agreement and of
applicable law, in each case as in effect at the time thereof.


 


(c)          Co-Transfer Agents.  The Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers,
combinations and split-ups of ADRs at designated transfer offices on behalf of the Depositary.  In carrying out its functions,
a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Holders or
persons entitled to such ADRs and will be entitled to protection and indemnity to the same extent as the Depositary.  Such
co-transfer agents may be removed and substitutes appointed by the Depositary.  Each co-transfer agent appointed under this
Section 2.6 (other than the Depositary) shall give notice in writing to the Depositary accepting such appointment and agreeing
to be bound by the applicable terms of the Deposit Agreement.


 




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Section 2.7            
Surrender of ADSs and Withdrawal of Deposited Securities.  The Holder of ADSs shall be entitled to Delivery (at
the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs upon satisfaction of each
of the following conditions: (i) the Holder (or a duly-authorized attorney of the Holder) has duly Delivered ADSs to the Depositary
at its Principal Office (and if applicable, the ADRs evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities
represented thereby, (ii) if applicable and so required by the Depositary, the ADRs Delivered to the Depositary for such purpose
have been properly endorsed in blank or are accompanied by proper instruments of transfer in blank (including signature guarantees
in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs
has executed and delivered 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 the person(s) designated in such order, and (iv) all applicable fees
and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in
Section 5.9 and Exhibit B) have been paid, subject, however, in each case, to the terms and conditions
of the ADRs evidencing the surrendered ADSs, of the Deposit Agreement, of the Articles of Association and of any applicable laws
and the rules of the book-entry settlement entity, and to any provisions of or governing the Deposited Securities, in each
case as in effect at the time thereof.


 


Upon satisfaction of each of the conditions
specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, the ADR(s) evidencing
the ADSs so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained
for such purpose, and (iii) shall direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable
delay, the Deposited Securities represented by the ADSs so canceled to or upon the written order of the person(s) designated
in the order delivered to the Depositary for such purpose, subject however, in each case, to the terms and conditions of the Deposit
Agreement, of the ADRs evidencing the ADSs so canceled, of the Articles of Association, of any applicable laws and of the rules of
the book-entry settlement entity, and to the terms and conditions of or governing the Deposited Securities, in each case as in
effect at the time thereof.


 


The Depositary shall not accept for surrender
ADSs representing less than one (1) Share.  In the case of Delivery to it of ADSs representing a number other than a
whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance
with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs
the number of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented
by the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred
by, the Depositary and (b) taxes withheld) to the person surrendering the ADSs.


 


Notwithstanding anything else contained
in any ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property
consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions,
which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation
and withdrawal.  At the request, risk and expense of any Holder so surrendering ADSs, and for the account of such Holder,
the Depositary shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property (other than Deposited
Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the Principal Office of the Depositary. 
Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.


 




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Section 2.8          
Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc.


 


(a)          Additional Requirements.  As a condition precedent to the execution and delivery, the registration of issuance,
transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited
Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of
an ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee
with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment
of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B, (ii) the production
of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1,
and (iii) compliance with (A) any laws or governmental regulations relating to the execution and delivery of ADRs or
ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may
establish consistent with the provisions of the representative ADR, if applicable, the Deposit Agreement and applicable law.


 


(b)          Additional Limitations.  The issuance of ADSs against deposits of Shares generally or against deposits of particular
Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular
instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer
books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or
advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or
regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed,
or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing,
the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases,
to Section 7.8.


 


(c)          Regulatory Restrictions.  Notwithstanding any provision of the Deposit Agreement or any ADR(s) to the contrary,
Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated herewith at any time subject
only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares
in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and
similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the
withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of
the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).


 




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Section 2.9            
Lost ADRs, etc.  In case any ADR shall be mutilated, destroyed, lost, or stolen, the Depositary shall execute
and deliver a new ADR of like tenor at the expense of the Holder (a) in the case of a mutilated ADR, in exchange of
and substitution for such mutilated ADR upon cancellation thereof, or (b) in the case of a destroyed, lost or stolen ADR,
in lieu of and in substitution for such destroyed, lost, or stolen ADR, after the Holder thereof (i) has submitted to the
Depositary a written request for such exchange and substitution before the Depositary has notice that the ADR has been acquired
by a bona fide purchaser, (ii) has provided such security or indemnity (including an indemnity bond) as may be required by
the Depositary to save it and any of its agents harmless, and (iii) has satisfied any other reasonable requirements imposed
by the Depositary, including, without limitation, evidence satisfactory to the Depositary of such destruction, loss or theft of
such ADR, the authenticity thereof and the Holder’s ownership thereof.


 


Section 2.10          
Cancellation and Destruction of Surrendered ADRs; Maintenance of Records.  All ADRs surrendered to the Depositary
shall be canceled by the Depositary.  Canceled ADRs shall not be entitled to any benefits under the Deposit Agreement or be
valid or enforceable against the Depositary for any purpose.  The Depositary is authorized to destroy ADRs so canceled, provided
the Depositary maintains a record of all destroyed ADRs.  Any ADSs held in book-entry form (i.e., through accounts
at DTC) shall be deemed canceled when the Depositary causes the number of ADSs evidenced by the Balance Certificate to be reduced
by the number of ADSs surrendered (without the need to physically destroy the Balance Certificate).


 


Section 2.11          
Escheatment.  In the event any unclaimed property relating to the ADSs, for any reason, is in the possession of
Depositary and has not been claimed by the Holder thereof or cannot be delivered to the Holder thereof through usual channels,
the Depositary shall, upon expiration of any applicable statutory period relating to abandoned property laws, escheat such unclaimed
property to the relevant authorities in accordance with the laws of each of the relevant States of the United States.


 


Section 2.12          
Partial Entitlement ADSs.  In the event any Shares are deposited which (i) entitle the holders thereof to
receive a per-share distribution or other entitlement in an amount different from the Shares then on deposit or (ii) are not
fully fungible (including, without limitation, as to settlement or trading) with the Shares then on deposit (the Shares then on
deposit collectively, “Full Entitlement Shares” and the Shares with different entitlement, “Partial
Entitlement Shares”), the Depositary shall (i) cause the Custodian to hold Partial Entitlement Shares separate and
distinct from Full Entitlement Shares, and (ii) subject to the terms of the Deposit Agreement, issue ADSs representing Partial
Entitlement Shares which are separate and distinct from the ADSs representing Full Entitlement Shares, by means of separate CUSIP
numbering and legending (if necessary) and, if applicable, by issuing ADRs evidencing such ADSs with applicable notations thereon
(“Partial Entitlement ADSs/ADRs” and “Full Entitlement ADSs/ADRs”, respectively).  If
and when Partial Entitlement Shares become Full Entitlement Shares, the Depositary shall (a) give notice thereof to Holders
of Partial Entitlement ADSs and give Holders of Partial Entitlement ADRs the opportunity to exchange such Partial Entitlement ADRs
for Full Entitlement ADRs, (b) cause the Custodian to transfer the Partial Entitlement Shares into the account of the Full
Entitlement Shares, and (c) take such actions as are necessary to remove the distinctions between (i) the Partial Entitlement
ADRs and ADSs, on the one hand, and (ii) the Full Entitlement ADRs and ADSs on the other.  Holders and Beneficial Owners
of Partial Entitlement ADSs shall only be entitled to the entitlements of Partial Entitlement Shares.  Holders and Beneficial
Owners of Full Entitlement ADSs shall be entitled only to the entitlements of Full Entitlement Shares.  All provisions and
conditions of the Deposit Agreement shall apply to Partial Entitlement ADRs and ADSs to the same extent as Full Entitlement ADRs
and ADSs, except as contemplated by this Section 2.12.  The Depositary is authorized to take any and all other actions
as may be necessary (including, without limitation, making the necessary notations on ADRs) to give effect to the terms of this
Section 2.12.  The Company agrees to give timely written notice to the Depositary if any Shares issued or to be issued
are Partial Entitlement Shares and shall assist the Depositary with the establishment of procedures enabling the identification
of Partial Entitlement Shares upon Delivery to the Custodian.


 




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Section 2.13          
Certificated/Uncertificated ADSs.  Notwithstanding any other provision of the Deposit Agreement, the Depositary
may, at any time and from time to time, issue ADSs that are not evidenced by ADRs (such ADSs, the “Uncertificated ADS(s)”
and the ADS(s) evidenced by ADR(s), the “Certificated ADS(s)”).  When issuing and maintaining Uncertificated
ADS(s) under the Deposit Agreement, the Depositary shall at all times be subject to (i) the standards applicable to registrars
and transfer agents maintaining direct registration systems for equity securities in New York and issuing uncertificated securities
under New York law, and (ii) the terms of New York law applicable to uncertificated equity securities.  Uncertificated
ADSs shall not be represented by any instruments but shall be evidenced by registration in the books of the Depositary maintained
for such purpose.  Holders of Uncertificated ADSs, that are not subject to any registered pledges, liens, restrictions or
adverse claims of which the Depositary has notice at such time, shall at all times have the right to exchange the Uncertificated
ADS(s) for Certificated ADS(s) of the same type and class, subject in each case to applicable laws and any rules and
regulations the Depositary may have established in respect of the Uncertificated ADSs.  Holders of Certificated ADSs shall,
if the Depositary maintains a direct registration system for the ADSs, have the right to exchange the Certificated ADSs for Uncertificated
ADSs upon (i) the due surrender of the Certificated ADS(s) to the Depositary for such purpose and (ii) the presentation
of a written request to that effect to the Depositary, subject in each case to (a) all liens and restrictions noted on the
ADR evidencing the Certificated ADS(s) and all adverse claims of which the Depositary then has notice, (b) the terms
of the Deposit Agreement and the rules and regulations that the Depositary may establish for such purposes hereunder, (c) applicable
law, and (d) payment of the Depositary fees and expenses applicable to such exchange of Certificated ADS(s) for Uncertificated
ADS(s).  Uncertificated ADSs shall in all material respects be identical to Certificated ADS(s) of the same type and
class, except that (i) no ADR(s) shall be, or shall need to be, issued to evidence Uncertificated ADS(s), (ii) Uncertificated
ADS(s) shall, subject to the terms of the Deposit Agreement, be transferable upon the same terms and conditions as uncertificated
securities under New York law, (iii) the ownership of Uncertificated ADS(s) shall be recorded on the books of the Depositary
maintained for such purpose and evidence of such ownership shall be reflected in periodic statements provided by the Depositary
to the Holder(s) in accordance with applicable New York law, (iv) the Depositary may from time to time, upon notice to
the Holders of Uncertificated ADSs affected thereby, establish rules and regulations, and amend or supplement existing rules and
regulations, as may be deemed reasonably necessary to maintain Uncertificated ADS(s) on behalf of Holders, provided that (a) such
rules and regulations do not conflict with the terms of the Deposit Agreement and applicable law, and (b) the terms of
such rules and regulations are readily available to Holders upon request, (v) the Uncertificated ADS(s) shall not
be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the
Company unless such Uncertificated ADS(s) is/are registered on the books of the Depositary maintained for such purpose, (vi) the
Depositary may, in connection with any deposit of Shares resulting in the issuance of Uncertificated ADSs and with any transfer,
pledge, release and cancellation of Uncertificated ADSs, require the prior receipt of such documentation as the Depositary may
deem reasonably appropriate, and (vii) upon termination of the Deposit Agreement, the Depositary shall not require Holders
of Uncertificated ADSs to affirmatively instruct the Depositary before remitting proceeds from the sale of the Deposited Property
represented by such Holders’ Uncertificated ADSs under the terms of Section 6.2 of the Deposit Agreement.  When
issuing ADSs under the terms of the Deposit Agreement, including, without limitation, issuances pursuant to Sections 2.5, 4.2,
4.3, 4.4, 4.5 and 4.11, the Depositary may in its discretion determine to issue Uncertificated ADSs rather than Certificated ADSs,
unless otherwise specifically instructed by the applicable Holder to issue Certificated ADSs.  All provisions and conditions
of the Deposit Agreement shall apply to Uncertificated ADSs to the same extent as to Certificated ADSs, except as contemplated
by this Section 2.13.  The Depositary is authorized and directed to take any and all actions and establish any and all
procedures deemed reasonably necessary to give effect to the terms of this Section 2.13.  Any references in the Deposit
Agreement or any ADR(s) to the terms “American Depositary Share(s)” or “ADS(s)” shall, unless the
context otherwise requires, include Certificated ADS(s) and Uncertificated ADS(s).  Except as set forth in this Section 2.13
and except as required by applicable law, the Uncertificated ADSs shall be treated as ADSs issued and outstanding under the terms
of the Deposit Agreement.  In the event that, in determining the rights and obligations of parties hereto with respect to
any Uncertificated ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.13)
and (b) the terms of this Section 2.13, the terms and conditions set forth in this Section 2.13 shall be controlling
and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the Uncertificated ADSs.


 




    	 	15	 



     


    

 


Section 2.14          
Restricted ADSs.  The Depositary shall, at the request and expense of the Company, establish procedures enabling
the deposit hereunder of Shares that are Restricted Securities in order to enable the holder of such Shares to hold its ownership
interests in such Restricted Shares in the form of ADSs issued under the terms hereof (such Shares, “Restricted Shares”). 
Upon receipt of a written request from the Company to accept Restricted Shares for deposit hereunder, the Depositary agrees to
establish procedures permitting the deposit of such Restricted Shares and the issuance of ADSs representing the right to receive,
subject to the terms of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS), such deposited Restricted
Shares (such ADSs, the “Restricted ADSs,” and the ADRs evidencing such Restricted ADSs, the “Restricted
ADRs”).  Notwithstanding anything contained in this Section 2.14, the Depositary and the Company may, to the
extent not prohibited by law, agree to issue the Restricted ADSs in uncertificated form (“Uncertificated Restricted ADSs”)
upon such terms and conditions as the Company and the Depositary may deem necessary and appropriate.  The Company shall assist
the Depositary in the establishment of such procedures and agrees that it shall take all steps necessary and satisfactory to the
Depositary to ensure that the establishment of such procedures does not violate the provisions of the Securities Act or any other
applicable laws.  The depositors of such Restricted Shares and the Holders of the Restricted ADSs may be required prior to
the deposit of such Restricted Shares, the transfer of the Restricted ADRs and Restricted ADSs or the withdrawal of the Restricted
Shares represented by Restricted ADSs to provide such written certifications or agreements as the Depositary or the Company may
require.  The Company shall provide to the Depositary in writing the legend(s) to be affixed to the Restricted ADRs (if
the Restricted ADSs are to be issued as Certificated ADSs), or to be included in the statements issued from time to time to Holders
of Uncertificated ADSs (if issued as Uncertificated Restricted ADSs), which legends shall (i) be in a form reasonably satisfactory
to the Depositary and (ii) contain the specific circumstances under which the Restricted ADSs, and, if applicable, the Restricted
ADRs evidencing the Restricted ADSs, may be transferred or the Restricted Shares withdrawn.  The Restricted ADSs issued upon
the deposit of Restricted Shares shall be separately identified on the books of the Depositary and the Restricted Shares so deposited
shall, to the extent required by law, be held separate and distinct from the other Deposited Securities held hereunder.  The
Restricted Shares and the Restricted ADSs shall not be eligible for Pre-Release Transactions.  The Restricted ADSs shall not
be eligible for inclusion in any book-entry settlement system, including, without limitation, DTC, and shall not in any way be
fungible with the ADSs issued under the terms hereof that are not Restricted ADSs.  The Restricted ADSs, and, if applicable,
the Restricted ADRs evidencing the Restricted ADSs, shall be transferable only by the Holder thereof upon delivery to the Depositary
of (i) all documentation otherwise contemplated by the Deposit Agreement and (ii) an opinion of counsel satisfactory
to the Depositary setting forth, inter alia, the conditions upon which the Restricted ADSs presented, and, if applicable,
the Restricted ADRs evidencing the Restricted ADSs, are transferable by the Holder thereof under applicable securities laws and
the transfer restrictions contained in the legend applicable to the Restricted ADSs presented for transfer.  Except as set
forth in this Section 2.14 and except as required by applicable law, the Restricted ADSs and the Restricted ADRs evidencing
Restricted ADSs shall be treated as ADSs and ADRs issued and outstanding under the terms of the Deposit Agreement.  In the
event that, in determining the rights and obligations of parties hereto with respect to any Restricted ADSs, any conflict arises
between (a) the terms of the Deposit Agreement (other than this Section 2.14) and (b) the terms of (i) this
Section 2.14 or (ii) the applicable Restricted ADR, the terms and conditions set forth in this Section 2.14 and
of the Restricted ADR shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement
pertaining to the deposited Restricted Shares, the Restricted ADSs and Restricted ADRs.


 




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If the Restricted ADRs, the Restricted ADSs and the Restricted
Shares cease to be Restricted Securities, the Depositary, upon receipt of (x) an opinion of counsel satisfactory to the Depositary
setting forth, inter alia, that the Restricted ADRs, the Restricted ADSs and the Restricted Shares are not as of
such time Restricted Securities, and (y) instructions from the Company to remove the restrictions applicable to the Restricted
ADRs, the Restricted ADSs and the Restricted Shares, shall (i) eliminate the distinctions and separations that may have been
established between the applicable Restricted Shares held on deposit under this Section 2.14 and the other Shares held on
deposit under the terms of the Deposit Agreement that are not Restricted Shares, (ii) treat the newly unrestricted ADRs and
ADSs on the same terms as, and fully fungible with, the other ADRs and ADSs issued and outstanding under the terms of the Deposit
Agreement that are not Restricted ADRs or Restricted ADSs, and (iii) take all actions necessary to remove any distinctions,
limitations and restrictions previously existing under this Section 2.14 between the applicable Restricted ADRs and Restricted
ADSs, respectively, on the one hand, and the other ADRs and ADSs that are not Restricted ADRs or Restricted ADSs, respectively,
on the other hand, including, without limitation, by making the newly-unrestricted ADSs eligible for Pre-Release Transactions and
for inclusion in the applicable book-entry settlement systems.


 


ARTICLE III


 


CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL
OWNERS OF ADSs


 


Section 3.1            
Proofs, Certificates and Other Information.  Any person presenting Shares for deposit, any Holder and any Beneficial
Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian
such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange
control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms of the
Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute
such certifications and to make such representations and warranties, and to provide such other information and documentation (or,
in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the
Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably
require by written request to the Depositary consistent with its obligations under the Deposit Agreement and the applicable ADR(s). 
The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR
or ADS or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited
by the terms of Section 7.8, the delivery of any Deposited Property until such proof or other information is filed or such
certifications are executed, or such representations and warranties are made, or such other documentation or information provided,
in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction.  The Depositary shall
provide the Company, in a timely manner, with copies or originals if necessary and appropriate of (i) any such proofs of citizenship
or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives
from Holders and Beneficial Owners, and (ii) any other information or documents which the Company may reasonably request and
which the Depositary shall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit
or ADSs for cancellation, transfer or withdrawal.  Nothing herein shall obligate the Depositary to (i) obtain any information
for the Company if not provided by the Holders or Beneficial Owners, or (ii) verify or vouch for the accuracy of the information
so provided by the Holders or Beneficial Owners.


 




    	 	17	 



     


    

 


Section 3.2            
Liability for Taxes and Other Charges.  Any tax or other governmental charge payable by the Custodian or by the
Depositary with respect to any Deposited Property, ADSs or ADRs shall be payable by the Holders and Beneficial Owners to the Depositary. 
The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property,
and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and apply such distributions
and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable
by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and ADRs, the Holder and the Beneficial Owner remaining
liable for any deficiency.  The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to
deliver ADRs, register the transfer of ADSs, register the split up or combination of ADRs and (subject to Section 7.8) the
withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received.  Every Holder
and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees
and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and
penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.




 


Section 3.3            
Representations and Warranties on Deposit of Shares.  Each person depositing Shares under the Deposit Agreement
shall be deemed thereby to represent and warrant that (i) such Shares are duly authorized, validly issued, fully paid, non
assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares
have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares
presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the
Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated
in Section 2.14), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. 
Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in
respect thereof and the transfer of such ADSs.  If any such representations or warranties are false in any way, the Company
and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary
to correct the consequences thereof.


 


Section 3.4            
Compliance with Information Requests.  Notwithstanding any other provision of the Deposit Agreement or any ADR(s),
each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to applicable law, the rules and
requirements of the Nasdaq Global Market, and any other stock exchange on which the Shares or ADSs are, or will be, registered,
traded or listed or the Articles of Association, which are made to provide information, inter alia, as to the capacity
in which such Holder or Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person(s) interested
in such ADSs and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners
at the time of such request.  The Depositary agrees to use its reasonable efforts to forward, upon the request of the Company
and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses
to such requests received by the Depositary.


 




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Section 3.5            
Ownership Restrictions.  Notwithstanding any other provision in the Deposit Agreement or any ADR, the Company may
restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable
law or the Articles of Association.  The Company may also restrict, in such manner as it deems appropriate, transfers of the
ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial
Owner to exceed any such limits.  The Company may, in its sole discretion but subject to applicable law, instruct the Depositary
to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the
preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation
of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs
held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable
law and the Articles of Association.  Nothing herein shall be interpreted as obligating the Depositary or the Company to ensure
compliance with the ownership restrictions described in this Section 3.5.


 


Section 3.6            
Reporting Obligations and Regulatory Approvals.  Applicable laws and regulations may require holders and beneficial
owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory
approvals in certain circumstances.  Holders and Beneficial Owners of ADSs are solely responsible for determining and complying
with such reporting requirements and obtaining such approvals.  Each Holder and each Beneficial Owner hereby agrees to make
such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and
regulations as in effect from time to time.  Neither the Depositary, the Custodian, the Company or any of their respective
agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or
satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.


 




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ARTICLE IV


 


THE DEPOSITED SECURITIES


 


Section 4.1            
Cash Distributions.  Whenever the Company intends to make a distribution of a cash dividend or other cash distribution
in respect of any Deposited Securities, the Company shall give notice thereof to the Depositary at least twenty (20) days (or such
other number of days as the Depositary and the Company may from time to time agree to) prior to the proposed distribution specifying,
inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such
distribution.  Upon the timely receipt of such notice, the Depositary shall establish the ADS Record Date upon the terms described
in Section 4.9.  Upon receipt of confirmation of the receipt of (x) any cash dividend or other cash distribution
on any Deposited Securities, or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the
terms hereof, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can, in
the judgment of the Depositary (pursuant to Section 4.8), be converted on a practicable basis into Dollars transferable to
the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the
terms described in Section 4.8), (ii) if applicable and unless previously established, establish the ADS Record Date
upon the terms described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a) the
applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto
as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date.  The Depositary shall distribute
only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not
so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of
the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. 
If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash
distribution in respect of any Deposited Securities, or from any cash proceeds from the sales of Deposited Property, an amount
on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs shall be reduced accordingly. 
Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. 
Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request.  The Depositary
will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders
and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as
unclaimed property in accordance with the laws of the relevant states of the United States.  Notwithstanding anything contained
in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution
provided for in this Section 4.1, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated
in this Section 4.1, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no
liability for the Depositary’s failure to perform the actions contemplated in this Section 4.1 where such notice has
not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.


 




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Section 4.2            
Distribution in Shares.  Whenever the Company intends to make a distribution that consists of a dividend in, or
free distribution of, Shares, the Company shall give notice thereof to the Depositary at least twenty (20) days (or such other
number of days as the Depositary and the Company may from time to time agree to) prior to the proposed distribution, specifying,
inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution. 
Upon the timely receipt of such notice from the Company, the Depositary shall establish the ADS Record Date upon the terms described
in Section 4.9.  Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company,
the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion
to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received
as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the
applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are
not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the
extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed
upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by,
the Depositary and (b) taxes).  In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares
or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described
in Section 4.1.  In the event that the Depositary determines that any distribution in property (including Shares) is
subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if the Company in the fulfillment
of its obligation under Section 5.7, has furnished an opinion of U.S. counsel determining that Shares must be registered under
the Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective),
the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts
and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary
shall distribute the net proceeds of any such sale (after deduction of (a) taxes and (b) fees and charges of, and expenses
incurred by, the Depositary) to Holders entitled thereto upon the terms described in Section 4.1.  The Depositary shall
hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.  Notwithstanding
anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice
of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts
to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge
that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2
where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.


 


Section 4.3            
Elective Distributions in Cash or Shares.  Whenever the Company intends to make a distribution payable at the election
of the holders of Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary
at least sixty (60) days (or such other number of days as the Depositary and the Company may from time to time agree to) prior
to the proposed distribution specifying, inter alia, the record date applicable to holders of Deposited Securities
entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to
Holders of ADSs.  Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be
made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the
Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to
the Holders of ADSs.  The Depositary shall make such elective distribution available to Holders only if (i) the Company
shall have timely requested that the elective distribution be made available to Holders, (ii) the Depositary shall have determined
that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within
the terms of Section 5.7.  If the above conditions are not satisfied, the Depositary shall establish the ADS Record Date
on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the
same determination as is made in the Cayman Islands in respect of the Shares for which no election is made, either (X) cash
upon the terms described in Section 4.1 or (Y) additional ADSs representing such additional Shares upon the terms described
in Section 4.2.  If the above conditions are satisfied, the Depositary shall establish an ADS Record Date on the terms
described in Section 4.9 and establish procedures to enable Holders to elect the receipt of the proposed distribution in cash
or in additional ADSs.  The Company shall assist the Depositary in establishing such procedures to the extent necessary. 
If a Holder elects to receive the proposed distribution (X) in cash, the distribution shall be made upon the terms described
in Section 4.1, or (Y) in ADSs, the distribution shall be made upon the terms described in Section 4.2.  Nothing
herein shall obligate the Depositary to make available to Holders a method to receive the elective distribution in Shares (rather
than ADSs).  There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity
to receive elective distributions on the same terms and conditions as the holders of Shares.  Notwithstanding anything contained
in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution
provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated
in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no
liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has
not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.


 




    	 	21	 



     


    

 


Section 4.4            
Distribution of Rights to Purchase Additional ADSs.


 


(a)          Distribution to ADS Holders.  Whenever the Company intends to distribute to the holders of the Deposited Securities
rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least sixty (60) days (or
such other number of days as the Depositary and the Company may from time to time agree to) prior to the proposed distribution
specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution
and whether or not it wishes such rights to be made available to Holders of ADSs.  Upon the timely receipt of a notice indicating
that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine,
and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such
rights available to the Holders.  The Depositary shall make such rights available to Holders only if (i) the Company
shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory
documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution
of rights is reasonably practicable.  In the event any of the conditions set forth above are not satisfied or if the Company
requests that the rights not be made available to Holders of ADSs, the Depositary shall proceed with the sale of the rights as
contemplated in Section 4.4(b) below.  In the event all conditions set forth above are satisfied, the Depositary
shall establish the ADS Record Date (upon the terms described in Section 4.9) and establish procedures to (x) distribute
rights to purchase additional ADSs (by means of warrants or otherwise), (y) to enable the Holders to exercise such rights
(upon payment of the subscription price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary
and (b) taxes), and (z) to deliver ADSs upon the valid exercise of such rights.  The Company shall assist the Depositary
to the extent necessary in establishing such procedures.  Nothing herein shall obligate the Depositary to make available to
the Holders a method to exercise rights to subscribe for Shares (rather than ADSs).


 




    	 	22	 



     


    

 


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


 


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


 


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


 


Notwithstanding anything to the contrary
in this Section 4.4, if registration (under the Securities Act or any other applicable law) of the rights or the securities
to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell
the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until
a registration statement under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless
the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company
in any other applicable country in which rights would be distributed, in each case satisfactory to the Depositary, to the effect
that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration
under, the provisions of the Securities Act or any other applicable laws.  A liquid market for rights may not exist, and this
may adversely affect (1) the ability of the Depositary to dispose of such rights or (2) the amount the Depositary would
realize upon disposal of rights.


 


In the event that the Company, the Depositary
or the Custodian shall be required to withhold and does withhold from any distribution of Deposited Property (including rights)
an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly. 
In the event that the Depositary determines that any distribution of Deposited Property (including Shares and rights to subscribe
therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may
dispose of all or a portion of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and
in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or
charges.


 


There can be no assurance that Holders generally,
or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the
holders of Shares or be able to exercise such rights.  Nothing herein shall obligate the Company to file any registration
statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.


 




    	 	23	 



     


    

 


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


 


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


 


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


 


(c)          If (i) the Company does not request the Depositary to make such distribution to Holders or requests not to make such distribution
to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7, or (iii) the
Depositary determines that all or a portion of such distribution is not reasonably practicable, the Depositary shall sell or cause
such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem practicable and
shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such
conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary
and (b) taxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1.  If the Depositary is unable
to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably
practicable under the circumstances.


 


(d)          Neither the Depositary nor the Company shall be responsible for (i) any failure to determine whether it is lawful or practicable
to make the property described in this Section 4.5 available to Holders in general or any Holders in particular, nor (ii) any
loss incurred in connection with the sale or disposal of such property.


 


Section 4.6            
RESERVED.


 




    	 	24	 



     


    

 


Section 4.7           
Redemption.  If the Company intends to exercise any right of redemption in respect of any of the Deposited Securities,
the Company shall give notice thereof to the Depositary at least sixty (60) days (or such other number of days as the Depositary
and the Company may from time to time agree to) prior to the intended date of redemption which notice shall set forth the particulars
of the proposed redemption.  Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by
the Company to the Depositary within the terms of Section 5.7, and only if the Depositary shall have determined that such
proposed redemption is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by
the Company of the redemption rights and any other particulars set forth in the Company’s notice to the Depositary. 
The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption rights
are being exercised against payment of the applicable redemption price.  Upon receipt of confirmation from the Custodian that
the redemption has taken place and that funds representing the redemption price have been received, the Depositary shall convert,
transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary,
and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set
forth in Sections 4.1 and 6.2.  If less than all outstanding Deposited Securities are redeemed, the ADSs to be retired will
be selected by lot or on a pro rata basis, as may be determined by the Depositary.  The redemption price per ADS shall be
the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio)
upon the redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 and the applicable
fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented
by each ADS redeemed.


 


Notwithstanding anything contained in the
Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption
provided for in this Section 4.7, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated
in this Section 4.7, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no
liability for the Depositary’s failure to perform the actions contemplated in this Section 4.7 where such notice has
not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.


 


Section 4.8           
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 Deposited Property, which in the judgment of the Depositary
can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable
law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert
or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute
such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred
on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the
terms of the applicable sections of the Deposit Agreement.  If the Depositary shall have distributed warrants or other instruments
that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants
and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon.  Such distribution
may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application
of exchange restrictions or otherwise.


 




    	 	25	 



     


    

 


If such conversion or distribution generally
or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the
Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable.  In no
event, however, shall the Depositary be obligated to make such a filing.


 


If at any time the Depositary shall determine
that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received
by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that
is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a
reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution
in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the
Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is
lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest
thereon) for the respective accounts of the Holders entitled to receive the same.


 


Section 4.9           
Fixing of ADS Record Date.  Whenever the Depositary shall receive notice of the fixing of a record date by the
Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares,
rights, or other distribution), or whenever for any reason the Depositary causes a change in the number of Shares that are represented
by each ADS, or whenever the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders
of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in connection with the
giving of any notice, solicitation of any consent or any other matter, the Depositary shall fix the record date (the “ADS
Record Date”) for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to
give instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice
or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares
represented by each ADS.  The Depositary shall make reasonable efforts to establish the ADS Record Date as closely as possible
to the applicable record date for the Deposited Securities (if any) set by the Company in the Cayman Islands and shall not announce
the establishment of any ADS Record Date prior to the relevant corporate action having been made public by the Company (if such
corporate action affects the Deposited Securities).  Subject to applicable law and the provisions of Section 4.1 through
4.8 and to the other terms and conditions of the Deposit Agreement, only the Holders of ADSs at the close of business in New York
on such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice
or solicitation, or otherwise take action.


 




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Section 4.10        
Voting of Deposited Securities.  As soon as practicable after receipt of notice of any meeting at which the holders
of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the
Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9. 
The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any
further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such
vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders as of the
ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at
the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement,
the Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized
in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the
Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement as to the manner in which such voting
instructions may be given to the Depositary or in which voting instructions may be deemed to have been given in accordance with
this Section 4.10 if no instructions are received prior to the deadline set for such purposes to the Depositary to give a
discretionary proxy to a person designated by the Company.


 


Notwithstanding anything contained in the
Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of
the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection
with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a
notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive
such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting
copies of the materials).


 


The Depositary has been advised by the Company
that the Articles of Association (as in effect on the date hereof), voting at any meeting of shareholders is by show of hands unless
a poll is demanded.  The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. 
Under the Articles of Association (as in effect on the date hereof), a poll may be demanded by the chairman of the general meeting
or by any one member of the Company present in person or in the case of a member being a corporation by its duly authorized representative
or by proxy for the time being entitled to vote at the meeting.


 


Voting instructions may be given only in
respect of a number of ADSs representing an integral number of Deposited Securities.  Upon the timely receipt from a Holder
of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor,
insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association and
the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by
proxy) represented by such Holder’s ADSs as follows:  (i) in the event voting takes place at a shareholders’
meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting
instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) in the event voting takes
place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in
accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive instructions from
a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting is by poll,
such Holder shall be deemed, and the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such
Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited
Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to
any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to
be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely
affected.


 




    	 	27	 



     


    

 


Neither the Depositary nor the Custodian
shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt
to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities
represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise
contemplated herein.  If the Depositary timely receives voting instructions from a Holder which fail to specify the manner
in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such
Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of
the items set forth in such voting instructions.  Notwithstanding anything else contained herein, the Depositary shall, if
so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received
in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at
a meeting of shareholders.


 


Notwithstanding anything else contained
in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting,
or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. 
The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting
rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions
requested to be taken if so requested by the Depositary.


 


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


 




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Section 4.11        
Changes Affecting Deposited Securities.  Upon any change in nominal or par value, split up, cancellation, consolidation
or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, consolidation or sale
of assets affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian
in exchange for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent
permitted by law, be treated as new Deposited Property under the Deposit Agreement, and the ADSs shall, subject to the provisions
of the Deposit Agreement, any ADR(s) evidencing such ADSs and applicable law, represent the right to receive such additional
or replacement Deposited Property.  In giving effect to such change, split-up, cancellation, consolidation or other reclassification
of Deposited Securities, recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with the
Company’s approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement and receipt
of an opinion of counsel to the Company satisfactory to the Depositary that such actions are not in violation of any applicable
laws or regulations, (i) issue and deliver additional ADSs as in the case of a share dividend on the Shares, (ii) amend
the Deposit Agreement and the applicable ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6
as filed with the Commission in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new
ADRs, and (v) take such other actions as are appropriate to reflect the transaction with respect to the ADSs.  The Company
agrees to, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit
the issuance of such new form of ADRs.  Notwithstanding the foregoing, in the event that any Deposited Property so received
may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the
Company requests, subject to receipt of an opinion of Company’s counsel satisfactory to the Depositary that such action is
not in violation of any applicable laws or regulations, sell such Deposited Property at public or private sale, at such place or
places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges
of, and expenses incurred by, the Depositary and (b) taxes) for the account of the Holders otherwise entitled to such Deposited
Property upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net
proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1. 
The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such
Deposited Property available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss
incurred in connection with such sale, or (iii) any liability to the purchaser of such Deposited Property.


 


Section 4.12        
Available Information.  The Company is subject to the periodic reporting requirements of the Exchange Act and,
accordingly, is required to file or submit certain reports with the Commission.  These reports can be retrieved from the Commission’s
website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission located
(as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington D.C.  20549.


 


Section 4.13        
Reports.  The Depositary shall make available for inspection by Holders at its Principal Office any reports and
communications, including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary,
the Custodian, or the nominee of either of them as the holder of the Deposited Property and (b) made generally available to
the holders of such Deposited Property by the Company.  The Depositary shall also provide or make available to Holders copies
of such reports when furnished by the Company pursuant to Section 5.6.


 


Section 4.14        
List of Holders.  Promptly upon written request by the Company, the Depositary shall furnish to it a list, as of
a recent date, of the names, addresses and holdings of ADSs of all Holders.


 




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Section 4.15        
Taxation.  The Depositary will, and will instruct the Custodian to, forward to the Company or its agents such information
from its records as the Company may reasonably request to enable the Company or its agents to file the necessary tax reports with
governmental authorities or agencies.  The Depositary, the Custodian or the Company and its agents may file such reports as
are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Property
under applicable tax treaties or laws for the Holders and Beneficial Owners.  In accordance with instructions from the Company
and to the extent practicable, the Depositary or the Custodian will take reasonable administrative actions to obtain tax refunds,
reduced withholding of tax at source on dividends and other benefits under applicable tax treaties or laws with respect to dividends
and other distributions on the Deposited Property.  As a condition to receiving such benefits, Holders and Beneficial Owners
of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial
ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other
information or documents, as the Depositary or the Custodian may deem necessary or proper to fulfill the Depositary’s or
the Custodian’s obligations under applicable law.  The Depositary and the Company shall have no obligation or liability
to any person if any Holder or Beneficial Owner fails to provide such information or if such information does not reach the relevant
tax authorities in time for any Holder or Beneficial Owner to obtain the benefits of any tax treatment.  The Holders and Beneficial
Owners shall indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and
Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions
to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.


 


If the Company (or any of its agents) withholds
from any distribution any amount on account of taxes or governmental charges, or pays any other tax in respect of such distribution
(i.e., stamp duty tax, capital gains or other similar tax), the Company shall (and shall cause such agent to) remit promptly
to the Depositary information about such taxes or governmental charges withheld or paid, and, if so requested, the tax receipt
(or other proof of payment to the applicable governmental authority) therefor, in each case,  in a form satisfactory to the
Depositary.  The Depositary shall, to the extent required by U.S. law, report to Holders any taxes withheld by it or the Custodian,
and, if such information is provided to it by the Company, any taxes withheld by the Company.  The Depositary and the Custodian
shall not be required to provide the Holders with any evidence of the remittance by the Company (or its agents) of any taxes withheld,
or of the payment of taxes by the Company, except to the extent the evidence is provided by the Company to the Depositary or the
Custodian, as applicable.  Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial
Owner to obtain the benefits of credits on the basis of non U.S. tax paid against such Holder’s or Beneficial Owner’s
income tax liability.


 


The Depositary is under no obligation to
provide the Holders and Beneficial Owners with any information about the tax status of the Company.  The Depositary shall
not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership
of the ADSs, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated
as a “Passive Foreign Investment Company” (in each case as defined in the U.S. Internal Revenue Code and the regulations
issued thereunder) or otherwise.


 




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ARTICLE V


 


THE DEPOSITARY, THE CUSTODIAN AND THE
COMPANY


 


Section 5.1           
Maintenance of Office and Transfer Books by the Registrar.  Until termination of the Deposit Agreement in accordance
with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the
issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities,
the registration of issuances, cancellations, transfers, combinations and split ups of ADS(s) and, if applicable, to countersign
ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit
Agreement.


 


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


 


The Registrar may close the transfer books
with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection
with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8.


 


If any ADSs are listed on one or more stock
exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or
one or more co registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable,
to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such
exchanges or systems.  Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.


 


Section 5.2           
Exoneration.  Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor
the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur
any liability (i) if the Depositary or the Company shall be prevented or forbidden from, or delayed in, doing or performing
any act or thing required by the terms of the Deposit Agreement, by reason of any provision of any present or future law or regulation
of the United States, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or
stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present
or future, of the Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of
God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions,
work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by
reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Articles of Association
or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information
from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative
thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the
inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available
to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, or
(v) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement.


 




    	 	31	 



     


    

 


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


 


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


 


Section 5.3           
Standard of Care.  The Company and the Depositary assume no obligation and shall not be subject to any liability
under the Deposit Agreement or any ADRs to any Holder(s) or Beneficial Owner(s), except that the Company and the Depositary
agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without negligence
or bad faith.


 


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


 


The Depositary and its agents shall not
be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any
vote is cast or the effect of any vote, provided that any such action or omission is in good faith and in accordance with the terms
of the Deposit Agreement.  The Depositary shall not incur any liability for any failure to determine that any distribution
or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution
to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest
in the Deposited Property, for the validity or worth of the Deposited Property or for any tax consequences that may result from
the ownership of ADSs, Shares or other Deposited Property, for the credit worthiness of any third party, for allowing any rights
to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any action
of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant.


 




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


 


The Depositary shall not be liable for any
acts or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection
with any matter arising wholly prior to the appointment of the Depositary or 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.


 


Section 5.4            
Resignation and Removal of the Depositary; Appointment of Successor Depositary.  The Depositary may at any time
resign as Depositary hereunder by written notice of resignation delivered to the Company, such resignation to be effective on the
earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the
actions contemplated in Section 6.2), or (ii) the appointment by the Company 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 written notice of such removal, which removal shall be effective on the later of (i) the 90th day after
delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2),
or (ii) upon the appointment by the Company 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
be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable
law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor (other than as contemplated
in Sections 5.8 and 5.9).  The predecessor depositary, upon payment of all sums due it and on the written request of the Company,
shall, (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder
(other than as contemplated in Sections 5.8 and 5.9), (ii) duly assign, transfer and deliver all of the Depositary’s
right, title and interest to the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders
of all outstanding ADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request. 
Any such successor depositary shall promptly provide notice of its appointment to such Holders.


 


Any entity 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.


 




    	 	33	 



     


    

 


Section 5.5            
The Custodian.  The Depositary has initially appointed Citibank, N.A. - Hong Kong as Custodian for the purpose
of the Deposit Agreement.  The Custodian or its successors in acting hereunder shall be subject at all times and in all respects
to the direction of the Depositary for the Deposited Property for which the Custodian acts as custodian and shall be responsible
solely to it.  If any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Property
and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian. 
The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Property
held by it, together with all such records maintained by it as Custodian with respect to such Deposited Property as the Depositary
may request, to the Custodian designated by the Depositary.  Whenever the Depositary determines, in its discretion, that it
is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian
with respect to any Deposited Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect
to the Deposited Property. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders
of ADSs, each other Custodian and the Company.


 


Citibank, N.A. may at any time act as Custodian
of the Deposited Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A.
solely in its capacity as Custodian pursuant to the Deposit Agreement.  Notwithstanding anything contained in the Deposit
Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian
of its acting as Custodian pursuant to the Deposit Agreement.


 


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


 


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


 


The Company will also transmit to the Depositary
(a) an English language version of the other notices, reports and communications which are made generally available by the
Company to holders of its Shares or other Deposited Securities and (b) the English language versions of the Company’s
annual and semi annual reports prepared in accordance with the applicable requirements of the Commission.  The Depositary
shall arrange, at the request of the Company and at the Company’s expense, to provide copies thereof to all Holders or make
such notices, reports and other communications available to all Holders on a basis similar to that for holders of Shares or other
Deposited Securities or on such other basis as the Company may advise the Depositary or as may be required by any applicable law,
regulation or stock exchange requirement.  The Company has delivered to the Depositary and the Custodian a copy of the Articles
of Association along with the provisions of or governing the Shares and any other Deposited Securities issued by the Company in
connection with such Shares, and promptly upon any amendment thereto or change therein, the Company shall deliver to the Depositary
and the Custodian a copy of such amendment thereto or change therein.  The Depositary may rely upon such copy for all purposes
of the Deposit Agreement.


 




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The Depositary will, at the expense of the
Company, make available a copy of any such notices, reports or communications issued by the Company and delivered to the Depositary
for inspection by the Holders of the ADSs at the Depositary’s Principal Office, at the office of the Custodian and at any
other designated transfer office.


 


Section 5.7            
Issuance of Additional Shares, ADSs etc.  The Company agrees that in the event it or any of its Affiliates proposes
(i) an issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other
Deposited Securities, (iii) an issuance or assumption of securities convertible into or exchangeable for Shares, (iv) an
issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash
or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation
of consents or proxies, relating to any reclassification of securities, merger or consolidation or transfer of assets, (viii) any
assumption, reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited
Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary
to ensure that the proposed transaction does not violate the registration provisions of the Securities Act, or any other applicable
laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of
the states of the U.S.).  In support of the foregoing, the Company will furnish to the Depositary (a) a written opinion
of U.S. counsel (reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a registration statement
under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an
opinion of the Cayman Islands counsel stating that (1) making the transaction available to Holders and Beneficial Owners does
not violate the laws or regulations of the Cayman Islands and (2) all requisite regulatory consents and approvals have been
obtained in the Cayman Islands.  If the filing of a registration statement is required, the Depositary shall not have any
obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration
statement has been declared effective.  If, being advised by counsel, the Company determines that a transaction is required
to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary,
(ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct
the Depositary to take specific measures, in each case as contemplated in the Deposit Agreement, to prevent such transaction from
violating the registration requirements of the Securities Act.  The Company agrees with the Depositary that neither the Company
nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance
or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate,
or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares
or rights to subscribe for such securities or distribute securities other than Shares, unless such transaction and the securities
issuable in such transaction do not violate the registration provisions of the Securities Act, or any other applicable laws (including,
without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the
U.S.).


 




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


 


Section 5.8            
Indemnification.  The Depositary agrees to indemnify the Company and its directors, officers, employees, agents
and Affiliates against, and hold each of them harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever
(including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by
the Depositary under the terms hereof due to the negligence or bad faith of the Depositary.


 


The Company agrees to indemnify the Depositary,
the Custodian and any of their respective directors, officers, employees, agents and Affiliates against, and hold each of them
harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable
fees and expenses of counsel) that may arise (a) out of, or in connection with, any offer, issuance, sale, resale, transfer,
deposit or withdrawal of ADRs, ADSs, the Shares, or other Deposited Securities, as the case may be, (b) out of, or as a result
of, any offering documents in respect thereof or (c) out of acts performed or omitted, including, but not limited to, any
delivery by the Depositary on behalf of the Company of information regarding the Company in connection with the Deposit Agreement,
the ADRs, the ADSs, the Shares, or any Deposited Property, in any such case (i) by the Depositary, the Custodian or any of
their respective directors, officers, employees, agents and Affiliates, except to the extent such loss, liability, tax, charge
or expense is due to the negligence or bad faith of any of them, or (ii) by the Company or any of its directors, officers,
employees, agents and Affiliates.


 


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


 


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


 




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Section 5.9            
ADS Fees and Charges.  The Company, the Holders, the Beneficial Owners, and persons depositing Shares for issuance
of ADSs or surrendering ADSs for cancellation and withdrawal of Deposited Securities shall be required to pay the ADS fees and
charges identified as payable by them respectively in the ADS fee schedule attached hereto as Exhibit B.  All ADS fees
and charges so payable may be deducted from distributions or must be remitted to the Depositary, or its designee, and may, at any
time and from time to time, be changed by agreement between the Depositary and the Company, but, in the case of ADS fees and charges
payable by Holders and Beneficial Owners, only in the manner contemplated in Section 6.1.  The Depositary shall provide,
without charge, a copy of its latest ADS fee schedule to anyone upon request.


 


ADS fees and charges payable upon (i) deposit
of Shares against issuance of ADSs and (ii) surrender of ADSs for cancellation and withdrawal of Deposited Property will be
payable by the person to whom the ADSs so issued are delivered by the Depositary (in the case of ADS issuances) and by the person
who delivers the ADSs for cancellation to the Depositary (in the case of ADS cancellations).  In the case of ADSs issued by
the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable
by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) surrendering the ADSs to the
Depositary for cancellation, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to
the account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC participant(s) as
in effect at the time.  ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as
of the applicable ADS Record Date established by the Depositary.  In the case of distributions of cash, the amount of the
applicable ADS fees and charges is deducted from the funds being distributed.  In the case of (i) distributions other
than cash and (ii) the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will
be invoiced for the amount of the ADS fees and charges and such ADS fees may be deducted from distributions made to Holders. 
For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from
distributions made through DTC, and may be charged to the DTC Participants in accordance with the procedures and practices prescribed
by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners
for whom they hold ADSs.


 


The Depositary may reimburse the Company
for certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making
available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company
and the Depositary agree from time to time.  The Company shall pay to the Depositary such fees and charges, and reimburse
the Depositary for such out-of-pocket expenses, as the Depositary and the Company may agree from time to time.  Responsibility
for payment of such fees, charges and reimbursements may from time to time be changed by agreement between the Company and the
Depositary.  Unless otherwise agreed, the Depositary shall present its statement for such fees, charges and reimbursements
to the Company once every three months.  The charges and expenses of the Custodian are for the sole account of the Depositary.


 




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The obligations of Holders and Beneficial
Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement.  As to any Depositary, upon the
resignation or removal of such Depositary as described in Section 5.4, the right to collect ADS fees and charges shall extend
for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.


 


Section 5.10          
Pre-Release Transactions.  Subject to the further terms and provisions of this Section 5.10, the Depositary,
its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates
and in ADSs.  In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however,
that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3 and (ii) deliver Shares
prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.7, including ADSs which were issued
under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release Transaction”). 
The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. 
Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”)
to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or
its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees
to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary
until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the
Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements
that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities 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 Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty
percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however,
that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.


 


The Depositary may also set limits with
respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it
deems appropriate.  The Depositary may retain for its own account any compensation received by it in conjunction with the
foregoing.  Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of
the Holders (other than the Applicant).


 


Section 5.11          
Restricted Securities Owners.  The Company agrees to advise in writing each of the persons or entities who, to
the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder
(except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons
to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated
in Section 2.14).


 




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ARTICLE VI


 


AMENDMENT AND TERMINATION


 


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


 




    	 	39	 



     


    

 


Section 6.2            
Termination.  The Depositary shall, at any time at the written direction of the Company, terminate the Deposit
Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior
to the date fixed in such notice for such termination.  If ninety (90) days shall have expired after (i) the Depositary
shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to
the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been
appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the
Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days
prior to the date fixed in such notice for such termination.  The date so fixed for termination of the Deposit Agreement in
any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. 
Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the
Holders and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement.


 


If any ADSs shall remain outstanding after
the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any
further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions
of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell
Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends
or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange
for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of,
and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial
Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may
be required under applicable law in connection with its role as Depositary under the Deposit Agreement.


 


At any time after the Termination Date,
the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested
the net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account
and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. 
After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to
account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges
of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and
Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as may be
required at law in connection with the termination of the Deposit Agreement.  After the Termination Date, the Company shall
be discharged from all obligations under the Deposit Agreement, except for its obligations to the Depositary under Sections 5.8,
5.9 and 7.6 of the Deposit Agreement.  The obligations under the terms of the Deposit Agreement of Holders and Beneficial
Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the
applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement.


 




    	 	40	 



     


    

 


ARTICLE VII


 


MISCELLANEOUS


 


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


 


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


 


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


 


Section 7.4            
Holders and Beneficial Owners as Parties; Binding Effect.  The Holders and Beneficial Owners from time to time
of ADSs issued hereunder shall be parties to the Deposit Agreement and shall be bound by all of the terms and conditions hereof
and of any ADR evidencing their ADSs by acceptance thereof or any beneficial interest therein.


 


Section 7.5            
Notices.  Any and all notices to be given to the Company shall be deemed to have been duly given if personally
delivered or sent by mail, air courier or cable, telex or facsimile transmission, confirmed by letter personally delivered or sent
by mail or air courier, addressed to Third Floor, Chuangxin Building, No. 18, Xinxi road, Haidian District, Beiging, People’s
Republic of China, Attention:  Chief Financial Officer Frank Zhao, or to any other address which the Company may specify
in writing to the Depositary.


 


Any and all notices to be given to the Depositary
shall be deemed to have been duly given if personally delivered or sent by mail, air courier or cable, telex or facsimile transmission,
confirmed by letter personally delivered or sent by mail or air courier, addressed to Citibank, N.A., 388 Greenwich Street, New
York, New York 10013, U.S.A., Attention:  Depositary Receipts Department, or to any other address which the Depositary
may specify in writing to the Company.


 




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Any and all notices to be given to any Holder
shall be deemed to have been duly given if (a) personally delivered or sent by mail or cable, telex or facsimile transmission,
confirmed by letter, addressed to such Holder at the address of such Holder as it appears on the books of the Depositary or, if
such Holder shall have filed with the Depositary a request that notices intended for such Holder be mailed to some other address,
at the address specified in such request, or (b) if a Holder shall have designated such means of notification as an acceptable
means of notification under the terms of the Deposit Agreement, by means of electronic messaging addressed for delivery to the
e-mail address designated by the Holder for such purpose.  Notice to Holders shall be deemed to be notice to Beneficial Owners
for all purposes of the Deposit Agreement.  Failure to notify a Holder or any defect in the notification to a Holder shall
not affect the sufficiency of notification to other Holders or to the Beneficial Owners of ADSs held by such other Holders.


 


Delivery of a notice sent by mail, air courier
or cable, telex or facsimile transmission shall be deemed to be effective at the time when a duly addressed letter containing the
same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a post-office
letter box or delivered to an air courier service, without regard for the actual receipt or time of actual receipt thereof by a
Holder.  The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it from
any Holder, the Custodian, the Depositary, or the Company, notwithstanding that such cable, telex or facsimile transmission shall
not be subsequently confirmed by letter.


 


Delivery of a notice by means of electronic
messaging shall be deemed to be effective at the time of the initiation of the transmission by the sender (as shown on the sender’s
records), notwithstanding that the intended recipient retrieves the message at a later date, fails to retrieve such message, or
fails to receive such notice on account of its failure to maintain the designated e-mail address, its failure to designate a substitute
e-mail address or for any other reason.


 


Section 7.6            
Governing Law and Jurisdiction.  The Deposit Agreement and the ADRs shall be interpreted in accordance with, and
all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable
to contracts made and to be wholly performed in that State.  Notwithstanding anything contained in the Deposit Agreement,
any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other
Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities,
as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities).


 




    	 	42	 



     


    

 


Except as set forth in the following paragraph
of this Section 7.6, the Company and the Depositary agree that the federal or state courts in the City of New York shall have
jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of
or in connection with the Deposit Agreement and, for such purposes, each irrevocably submits to the non-exclusive jurisdiction
of such courts.  The Company hereby irrevocably designates, appoints and empowers Law Debenture Corporate Services Inc. (the
“Agent”), now at 400 Madison Avenue, 4th Floor, New York, New York 10017, U.S.A., as its authorized agent to
receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all
legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company
in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.6.  If
for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on
the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further hereby irrevocably
consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding
against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for
any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company
by registered or certified air mail, postage prepaid, to its address provided in Section 7.5.  The Company agrees that
the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service
or any judgment rendered in any action or proceeding based thereon.


 


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


 


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


 


The Company irrevocably and unconditionally
waives, to the fullest extent permitted by law, and agrees not to plead or claim, any right of immunity from legal action, suit
or proceeding, 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, from execution of judgment, or from any other legal process
or proceeding for the giving of any relief or for the enforcement of any judgment, and consents to such relief and enforcement
against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection
with, the Deposit Agreement, any ADR or the Deposited Property.


 




    	 	43	 



     


    

 


EACH OF THE PARTIES TO THE DEPOSIT AGREEMENT
(INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF, OR RELATING TO,
THE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE).


 


No disclaimer of liability under the Securities
Act is intended by any provision of the Deposit Agreement.  The provisions of this Section 7.6 shall survive any termination
of the Deposit Agreement, in whole or in part.


 


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


 


Section 7.8            
Compliance with U.S. Securities Laws.  Notwithstanding anything in the Deposit Agreement to the contrary, the withdrawal
or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction
I.A.(1) of the General Instructions to Form F-6 Registration Statement, as amended from time to time, under the Securities
Act.


 


Section 7.9            
Cayman Islands Law References.  Any summary of the laws and regulations of the Cayman Islands and of the terms
of the Articles of Association set forth in the Deposit Agreement have been provided by the Company solely for the convenience
of Holders, Beneficial Owners and the Depositary.  While such summaries are believed by the Company to be accurate as of the
date of the Deposit Agreement, (i) they are summaries and as such may not include all aspects of the materials summarized
applicable to a Holder or Beneficial Owner, and (ii) these laws and regulations and the Articles of Association may change
after the date of the Deposit Agreement.  Neither the Depositary nor the Company has any obligation under the terms of the
Deposit Agreement to update any such summaries.


 


Section 7.10          
Titles and References.


 


(a)          Deposit Agreement.  All references in the Deposit Agreement to exhibits, articles, sections, subsections, and other
subdivisions refer to the exhibits, articles, sections, subsections and other subdivisions of the Deposit Agreement unless expressly
provided otherwise.  The words “the Deposit Agreement”, “herein”, “hereof”, “hereby”,
“hereunder”, and words of similar import refer to the Deposit Agreement as a whole as in effect at the relevant time
between the Company, the Depositary and the Holders and Beneficial Owners of ADSs and not to any particular subdivision unless
expressly so limited.  Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender, and
words in the singular form shall be construed to include the plural and vice versa unless the context otherwise requires. 
Titles to sections of the Deposit Agreement are included for convenience only and shall be disregarded in construing the language
contained in the Deposit Agreement.  References to “applicable laws and regulations” shall refer to laws and regulations
applicable to ADRs, ADSs or Deposited Property as in effect at the relevant time of determination, unless otherwise required by
law or regulation.


 




    	 	44	 



     


    

 


Section 7.11          
ADRs.  All references in any ADR(s) to paragraphs, exhibits, articles, sections, subsections, and other subdivisions
refer to the paragraphs, exhibits, articles, sections, subsections and other subdivisions of the ADR(s) in question unless
expressly provided otherwise.  The words “the Receipt”, “the ADR”, “herein”, “hereof”,
“hereby”, “hereunder”, and words of similar import used in any ADR refer to the ADR as a whole and as in
effect at the relevant time, and not to any particular subdivision unless expressly so limited.  Pronouns in masculine, feminine
and neuter gender in any ADR shall be construed to include any other gender, and words in the singular form shall be construed
to include the plural and vice versa unless the context otherwise requires.  Titles to paragraphs of any ADR are included
for convenience only and shall be disregarded in construing the language contained in the ADR.  References to “applicable
laws and regulations” shall refer to laws and regulations applicable to ADRs, ADSs or Deposited Property as in effect at
the relevant time of determination, unless otherwise required by law or regulation


 


IN WITNESS WHEREOF, WOWO LIMITED and CITIBANK,
N.A. have duly executed the Deposit Agreement as of the day and year first above set forth and all Holders and Beneficial Owners
shall become parties hereto upon acceptance by them of ADSs issued in accordance with the terms hereof, or upon acquisition of
any beneficial interest therein.


 


 


	 	WOWO LIMITED
	 	 
	 	By:	/s/ Maodong Xu
	 	 	 
	 	 	Name: Maodong Xu
	 	 	 
	 	 	Title:CEO
	 	 	 
	 	CITIBANK, N.A.
	 	 	 
	 	By:	/s/ Keita Gacto
	 	 	 
	 	 	Name:Keita Gacto
	 	 	 
	 	 	Title:Vice President


 




    	 	45	 



     


    

 


EXHIBIT A


 


[FORM OF ADR]


 


	Number	CUSIP NUMBER:  98212L101                


 


	 	American Depositary Shares (each American Depositary Share representing the right to receive eighteen (18) fully paid ordinary shares)


 


AMERICAN DEPOSITARY RECEIPT


 


FOR


 


AMERICAN DEPOSITARY SHARES


 


representing


 


DEPOSITED ORDINARY SHARES


 


of


 


WOWO LIMITED


 


(Incorporated under the laws of the Cayman
Islands)


 


CITIBANK, N.A., a national banking association
organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies
that                           is
the owner of            
American Depositary Shares (hereinafter “ADS”) representing deposited ordinary shares, including evidence of rights
to receive such ordinary shares (the “Shares”), of Wowo Limited, a corporation incorporated under the laws of the Cayman
Islands (the “Company”).  As of the date of the Deposit Agreement (as hereinafter defined), each ADS represents
the right to receive eighteen (18) Shares deposited under the Deposit Agreement with the Custodian, which at the date of execution
of the Deposit Agreement is the Citibank, N.A. — Hong Kong  (the “Custodian”).  The ADS(s)-to-Share(s) ratio
is subject to amendment as provided in Articles IV and VI of the Deposit Agreement.  The Depositary’s Principal Office
is located at 388 Greenwich Street, New York, New York 10013, U.S.A.


 




    	 	A-1	 



     


    

 


(1)          The Deposit Agreement.  This American Depositary Receipt is one of an issue of American Depositary Receipts (“ADRs”),
all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of April 13, 2015 (as amended
and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders
and Beneficial Owners from time to time of ADSs issued thereunder.  The Deposit Agreement sets forth the rights and obligations
of Holders and Beneficial Owners of ADSs and the rights and duties of the Depositary in respect of the Shares deposited thereunder
and any and all other Deposited Property (as defined in the Deposit Agreement) from time to time received and held on deposit in
respect of the ADSs.  Copies of the Deposit Agreement are on file at the Principal Office of the Depositary and with the Custodian. 
Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms
and conditions of the Deposit Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of the
Deposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate,
to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt
any and all procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion
may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such
actions to be the conclusive determinant of the necessity and appropriateness thereof.


 


The statements made on the face and reverse
of this ADR are summaries of certain provisions of the Deposit Agreement and the Articles of Association of the Company (as in
effect on the date of the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the
Deposit Agreement and the Articles of Association, to which reference is hereby made.


 


All capitalized terms not defined herein
shall have the meanings ascribed thereto in the Deposit Agreement.


 


The Depositary makes no representation
or warranty as to the validity or worth of the Deposited Property.  The Depositary has made arrangements for the acceptance
of the ADSs into DTC.  Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC Participants
to exercise and be entitled to any rights attributable to such ADSs.  The Depositary may issue Uncertificated ADSs subject,
however, to the terms and conditions of Section 2.13 of the Deposit Agreement.


 




    	 	A-2	 



     


    

 


(2)          Surrender of ADSs and Withdrawal of Deposited Securities. The Holder of this ADR (and of the ADSs evidenced hereby)
shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented
by the ADSs evidenced hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly-authorized attorney
of the Holder) has duly Delivered ADSs to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable,
this ADR evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable
and so required by the Depositary, this ADR Delivered to the Depositary for such purpose has been properly endorsed in blank or
is accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities
industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered 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 the person(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by,
the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B
to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR evidencing
the surrendered ADSs, of the Deposit Agreement, of the Company’s Articles of Association and of any applicable laws and the
rules of book-entry settlement entity, and to any provisions of or governing the Deposited Securities, in each case as in
effect at the time thereof.


 


Upon satisfaction of each of the conditions
specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, this ADR(s) evidencing
the ADSs so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained
for such purpose, and (iii) shall direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable
delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for
the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written
order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case,
to the terms and conditions of the Deposit Agreement, of this ADR evidencing the ADS so canceled, of the Articles of Association
of the Company, of any applicable laws and of the rules of the book-entry settlement entity, and to the terms and conditions
of  or governing the Deposited Securities, in each case as in effect at the time thereof.


 


The Depositary shall not accept for surrender
ADSs representing less than one (1) Share.  In the case of Delivery to it of ADSs representing a number other than a
whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance
with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs
the number of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented
by the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred
by, the Depositary and (b) taxes withheld) to the person surrendering the ADSs.


 


Notwithstanding anything else contained
in this ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property
consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions,
which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation
and withdrawal.  At the request, risk and expense of any Holder so surrendering ADSs represented by this ADR, and for the
account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property
(other than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the Principal
Office of the Depositary.  Such direction shall be given by letter or, at the request, risk and expense of such Holder, by
cable, telex or facsimile transmission.


 




    	 	A-3	 



     


    

 


(3)          Transfer, Combination and Split-up of ADRs.  The Registrar shall register the transfer of this ADR (and of the
ADSs represented hereby) on the books maintained for such purpose and the Depositary shall (x) cancel this ADR and execute
new ADRs evidencing the same aggregate number of ADSs as those evidenced by this ADR canceled by the Depositary, (y) cause
the Registrar to countersign such new ADRs, and (z) Deliver such new ADRs to or upon the order of the person entitled thereto,
if each of the following conditions has been satisfied:  (i) this ADR has been duly Delivered by the Holder (or by a
duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer thereof,
(ii) this surrendered ADR has been properly endorsed or is accompanied by proper instruments of transfer (including signature
guarantees in accordance with standard securities industry practice), (iii) this surrendered ADR has been duly stamped (if required
by the laws of the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred
by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B
to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR, of the
Deposit Agreement and of applicable law, in each case as in effect at the time thereof.


 


The Registrar shall register the split-up
or combination of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall
(x) cancel this ADR and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of
ADSs evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs, and (z) Deliver
such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied:  (i) this
ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office
for the purpose of effecting a split-up or combination hereof, and (ii) all applicable fees and charges of, and expenses incurred
by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B
to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR, of the
Deposit Agreement and of applicable law, in each case as in effect at the time thereof.


 


The Depositary may appoint one or more
co-transfer agents for the purpose of effecting transfers, combinations and split-ups of ADRs at designated transfer offices on
behalf of the Depositary.  In carrying out its functions, a co-transfer agent may require evidence of authority and compliance
with applicable laws and other requirements by Holders or persons entitled to such ADRs and will be entitled to protection and
indemnity to the same extent as the Depositary.  Such co-transfer agents may be removed and substitutes appointed by the Depositary. 
Each co-transfer agent appointed under Section 2.6 of the Deposit Agreement (other than the Depositary) shall give notice in writing
to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.


 




    	 	A-4	 



     


    

 


(4)          Pre-Conditions to Registration, Transfer, Etc.  As a condition precedent to the execution and delivery, the registration
of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal
of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of
ADSs or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration
fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment
of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and
in this ADR, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter
contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating
to the execution and delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations
as the Depositary and the Company may establish consistent with the provisions of this ADR, if applicable, the Deposit Agreement
and applicable law.


 


The issuance of ADSs against deposits of
Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused,
or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally
may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar
are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time
or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any
securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or this ADR, if applicable,
or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for
any other reason, subject, in all cases to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement.  Notwithstanding
any provision of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw
the Deposited Securities associated therewith at any time subject only to (i) temporary delays caused by closing the transfer
books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the
payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental
regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically
contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time
to time).


 


(5)         Compliance With Information Requests.  Notwithstanding any other provision of the Deposit Agreement or this ADR,
each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable
law, the rules and requirements of Nasdaq Global Market and any other stock exchange on which the Shares or ADSs are, or will be,
registered, traded or listed or the Articles of Association of the Company, which are made to provide information, inter alia,
as to the capacity in which such Holder or Beneficial Owner owns ADSs (and the Shares represented by such ADSs, as the case may
be) and regarding the identity of any other person(s) interested in such ADSs (and the Shares represented by such ADSs, as the
case may be) and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners
at the time of such request.


 


The Depositary agrees to use its reasonable
efforts to forward, upon the request of the Company and at the Company’s expense, any such request from the Company to the
Holders and to forward to the Company any such responses to such requests received by the Depositary.


 




    	 	A-5	 



     


    

 


(6)          Ownership Restrictions.  Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company
may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable
law or the Articles of Association of the Company.  The Company may also restrict, in such manner as it deems appropriate,
transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder
or Beneficial Owner to exceed any limits.  The Company may, in its sole discretion but subject to applicable law, instruct
the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits
set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the
removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares
represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition
is permitted by applicable law and the Articles of Association of the Company.  Nothing herein or in the Deposit Agreement
shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described
herein or in Section 3.5 of the Deposit Agreement.


 


(7)          Reporting Obligations and Regulatory Approvals.  Applicable laws and regulations may require holders and beneficial
owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory
approvals in certain circumstances.  Holders and Beneficial Owners of ADSs are solely responsible for determining and complying
with such reporting requirements and obtaining such approvals.  Each Holder and each Beneficial Owner hereby agrees to make
such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and
regulations as in effect from time to time.  Neither the Depositary, the Custodian, the Company or any of their respective
agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or
satisfy such reporting requirements or obtain such approvals under applicable laws and regulations.


 


(8)          Liability for Taxes and Other Charges.  Any tax or other governmental charge payable by the Custodian or by the
Depositary with respect to any Deposited Property, ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the
Depositary.  The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect
of Deposited Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and
apply such distributions and sale proceeds in payment, of any taxes (including applicable interest and penalties) or charges that
are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADR, the Holder and the
Beneficial Owner hereof remaining liable for any deficiency.  The Custodian may refuse the deposit of Shares and the Depositary
may refuse to issue ADSs, deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject
to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement) the withdrawal of Deposited Property until payment in full
of such tax, charge, penalty or interest is received.  Every Holder and Beneficial Owner agrees to indemnify the Depositary,
the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless
from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained
for such Holder and/or Beneficial Owner.


 




    	 	A-6	 



     


    

 


(9)          Representations and Warranties of Depositors.  Each person depositing Shares under the Deposit Agreement shall
be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued,
fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect
to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv)
the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim,
(v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except
as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped
of any rights or entitlements.  Such representations and warranties shall survive the deposit and withdrawal of Shares, the
issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs.  If any such representations or warranties
are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares,
to take any and all actions necessary to correct the consequences thereof.


 


(10)        Filing Proofs, Certificates and Other Information.  Any person presenting Shares for deposit, any Holder and any
Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary
and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental
charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws,
the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Property,
to execute such certifications and to make such representations and warranties, and to provide such other information and documentation
(or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books
of the Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may
reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this ADR. 
The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR
or ADS or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited
by paragraph (25), the delivery of any Deposited Property until such proof or other information is filed or such certifications
are executed, or such representations and warranties are made or such other documentation or information are provided, in each
case to the Depositary’s, the Registrar’s and the Company’s satisfaction.  The Depositary shall provide
the Company, in a timely manner, with copies or originals if necessary and appropriate of (i) any such proofs of citizenship or
residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives
from Holders and Beneficial Owners, and (ii) any other information or documents which the Company may reasonably request and which
the Depositary shall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs
for cancellation, transfer or withdrawal.  Nothing herein shall obligate the Depositary to (i) obtain any information for
the Company if not provided by the Holders or Beneficial Owners, or (ii) verify or vouch for the accuracy of the information so
provided by the Holders or Beneficial Owners.


 




    	 	A-7	 



     


    

 


(11)        ADS Fees and Charges.  The following ADS fees are payable under the terms of the Deposit Agreement:


 


		(i)	ADS Issuance Fee:  by any person depositing
Shares or to whom ADSs are issued upon the deposit of Shares (excluding issuances as a result of distributions described in paragraph
(iv) below), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) so issued under the terms of the Deposit Agreement;



 


		(ii)	ADS Cancellation Fee:  by any person surrendering
ADSs for cancellation and withdrawal of Deposited Property or by any person to whom Deposited Property is delivered, a fee not
in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) surrendered;



 


		(iii)	Cash Distribution Fee:  by any Holder of
ADSs, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of cash dividends or other
cash distributions (i.e., sale of rights and other entitlements);



 


		(iv)	Share Distribution /Rights Exercise Fee: 
by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for (a) share dividends
or other free stock distributions, or (b) exercise of rights to purchase additional ADSs;



 


		(v)	Other Distribution Fee:  by any Holder of
ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of securities other than
ADSs or rights to purchase additional ADSs (i.e., spin-off shares); and



 


		(vi)	Depositary Services Fee:  by any Holder of
ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established
by the Depositary.



 


The Holders, Beneficial Owners, persons
depositing Shares and persons surrendering ADSs for cancellation and for the purpose of withdrawing Deposited Securities shall
be responsible for the following ADS charges under the terms of the Deposit Agreement:


 


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



 


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



 


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



 




    	 	A-8	 



     


    

 


		(d)	the expenses and charges incurred by the Depositary in
the conversion of foreign currency;



 


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



 


		(f)	the fees and expenses incurred by the Depositary, the
Custodian, or any nominee in connection with the servicing or delivery of Deposited Property.



 


All ADS fees and charges may, at any time
and from time to time, be changed by agreement between the Depositary and Company but, in the case of ADS fees and charges payable
by Holders and Beneficial Owners, only in the manner contemplated by paragraph (23) of this ADR and as contemplated in the Deposit
Agreement.  The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request.


 


ADS fees and charges payable upon (i) deposit
of Shares against issuance of ADSs and (ii) surrender of ADSs for cancellation and withdrawal of Deposited Property, will
be payable by the person to whom the ADSs so issued are delivered by the Depositary (in the case of ADS issuances) and by the person
who delivers the ADSs for cancellation to the Depositary (in the case of ADS cancellations).  In the case of ADSs issued by
the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable
by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) surrendering the ADSs to the Depositary
for cancellation, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the
account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in
effect at the time.  ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of
the applicable ADS Record Date established by the Depositary.  In the case of distributions of cash, the amount of the applicable
ADS fees and charges is deducted from the funds being distributed.  In the case of (i) distributions other than cash and (ii)
the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount
of the ADS fees and charges and such ADS fees may be deducted from distributions made to Holders.  For ADSs held through DTC,
the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through
DTC and may be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time
and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs.


 




    	 	A-9	 



     


    

 


The Depositary may reimburse the Company
for certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making
available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company
and the Depositary agree from time to time.  The Company shall pay to the Depositary such fees and charges, and reimburse
the Depositary for such out-of-pocket expenses, as the Depositary and the Company may agree from time to time.  Responsibility
for payment of such fees, charges and reimbursements may from time to time be changed by agreement between the Company and the
Depositary.  Unless otherwise agreed, the Depositary shall present its statement for such fees, charges and reimbursements
to the Company once every three months.  The charges and expenses of the Custodian are for the sole account of the Depositary.


 


The obligations of Holders and Beneficial
Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement.  As to any Depositary, upon the
resignation or removal of such Depositary as described in Section 5.4 of the Deposit Agreement, the right to collect ADS fees and
charges shall extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.


 


(12)        Title to ADRs.  Subject to the limitations contained in the Deposit Agreement and in this ADR, it is a condition
of this ADR, and every successive Holder of this ADR by accepting or holding the same consents and agrees, that title to this ADR
(and to each Certificated ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under the
laws of the State of New York, provided that, in the case of Certificated ADSs, this ADR has been properly endorsed or is accompanied
by proper instruments of transfer.  Notwithstanding any notice to the contrary, the Depositary and the Company may deem and
treat the Holder of this ADR (that is, the person in whose name this ADR is registered on the books of the Depositary) as the absolute
owner thereof for all purposes.  Neither the Depositary nor the Company shall have any obligation nor be subject to any liability
under the Deposit Agreement or this ADR to any holder of this ADR or any Beneficial Owner unless, in the case of a holder of ADSs,
such holder is the Holder of this ADR registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial
Owner, or the Beneficial Owner’s representative, is the Holder registered on the books of the Depositary.


 


(13)        Validity of ADR.  The Holder(s) of this ADR (and the ADSs represented hereby) shall not be entitled to any benefits
under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless this ADR has
been (i) dated, (ii) signed by the manual or facsimile signature of a duly-authorized signatory of the Depositary, (iii) countersigned
by the manual or facsimile signature of a duly-authorized signatory of the Registrar, and (iv) registered in the books maintained
by the Registrar for the registration of issuances and transfers of ADRs.  An ADR bearing the facsimile signature of a duly-authorized
signatory of the Depositary or the Registrar, who at the time of signature was a duly authorized signatory of the Depositary or
the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so
authorized prior to the delivery of such ADR by the Depositary.


 




    	 	A-10	 



     


    

 


(14)        Available Information; Reports; Inspection of Transfer Books.  The Company is subject to the periodic reporting
requirements of the Exchange Act and, accordingly, is required to file or submit certain reports with the Commission.  These
reports can be retrieved from the Commission’s website (www.sec.gov) and can be inspected and copied at the public reference
facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington D.C. 
20549.  The Depositary shall make available for inspection by Holders at its Principal Office any reports and communications,
including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian,
or the nominee of either of them as the holder of the Deposited Property and (b) made generally available to the holders of such
Deposited Property by the Company.  The Depositary shall also provide or make available to Holders copies of such reports
when furnished by the Company pursuant to Section 5.6 of the Deposit Agreement.


 


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


 


The Registrar may close the transfer books
with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection
with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to paragraph
(25) and Section 7.8 of the Deposit Agreement.


 


Dated:


 


	CITIBANK, N.A. 	 	CITIBANK, N.A. 
	Transfer Agent and Registrar	 	as Depositary
	 	 	 	 	 
	By:	 	 	By:	 
	 	Authorized Signatory	 	 	Authorized Signatory


 


The address of the Principal Office of the
Depositary is 388 Greenwich Street, New York, New York 10013, U.S.A.


 




    	 	A-11	 



     


    

 


[FORM OF REVERSE OF ADR]


 


SUMMARY OF CERTAIN ADDITIONAL PROVISIONS


 


OF THE DEPOSIT AGREEMENT


 


(15)        Dividends and Distributions in Cash, Shares, etc.  (a) Cash Distributions: Whenever the Company
intends to make a distribution of a cash dividend or other cash distribution in respect of any Deposited Securities, the Company
shall give notice thereof to the Depositary at least twenty (20) days (or such other number of days as the Depositary and the Company
may from time to time agree to) prior to the proposed distribution specifying, inter alia, the record date applicable
for determining the holders of Deposited Securities entitled to receive such distribution.  Upon the timely receipt of such
notice, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9.  Upon receipt of
confirmation of the receipt of (x) any cash dividend or other cash distribution on any Deposited Securities, or (y) proceeds
from the sale of any Deposited Property held in respect of the ADSs under the terms of the Deposit Agreement, the Depositary will
(i) if at the time of receipt thereof any amounts received in a Foreign Currency can, in the judgment of the Depositary (pursuant
to Section 4.8 of the Deposit Agreement), be converted on a practicable basis into Dollars transferable to the United States,
promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in
Section 4.8 of the Deposit Agreement), (ii) if applicable and unless previously established, establish the ADS Record
Date upon the terms described in Section 4.9 of the Deposit Agreement, and (iii) distribute promptly the amount thus
received (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld)
to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. 
The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of
one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall
be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time
of the next distribution.  If the Company, the Custodian or the Depositary is required to withhold and does withhold from
any cash dividend or other cash distribution in respect of any Deposited Securities, or from any cash proceeds from the sales of
Deposited Property, an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the
ADSs shall be reduced accordingly.  Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary
to the relevant governmental authority.  Evidence of payment thereof by the Company shall be forwarded by the Company to the
Depositary upon request.  The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account
for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that
the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. 
Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary
timely notice of the proposed distribution provided for in Section 4.1 of the Deposit Agreement, the Depositary agrees to
use commercially reasonable efforts to perform the actions contemplated in Section 4.1 of the Deposit Agreement, and the Company,
the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure
to perform the actions contemplated in Section 4.1 of the Deposit Agreement where such notice has not been so timely given,
other than its failure to use commercially reasonable efforts, as provided herein.


 




    	 	A-12	 



     


    

 


(b)  Share Distributions:
Whenever the Company intends to make a distribution that consists of a dividend in, or free distribution of, Shares, the Company
shall give notice thereof to the Depositary at least twenty (20) days (or such other number of days as the Depositary and the Company
may from time to time agree to) prior to the proposed distribution, specifying, inter alia, the record date applicable
to holders of Deposited Securities entitled to receive such distribution.  Upon the timely receipt of such notice from the
Company, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9. Upon receipt of confirmation
from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to
Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs
held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend,
or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable
fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed,
take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by
law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited
Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and
(b) taxes).  In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case
may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1
of the Deposit Agreement.


 


In the event that the Depositary determines
that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is
obligated to withhold, or, if the Company in the fulfillment of its obligations under Section 5.7 of the Deposit Agreement,
has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order
to be distributed to Holders (and no such registration statement has been declared effective), the Depositary may dispose of all
or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including
by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds
of any such sale (after deduction of (a) taxes and (b) fees and charges of, and the expenses incurred by, the Depositary)
to Holders entitled thereto upon the terms of Section 4.1 of the Deposit Agreement.  The Depositary shall hold and/or
distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything
contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the
proposed distribution provided for in Section 4.2 of the Deposit Agreement, the Depositary agrees to use commercially reasonable
efforts to perform the actions contemplated in Section 4.2 of the Deposit Agreement, and the Company, the Holders and the
Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions
contemplated in Section 4.2 of the Deposit Agreement where such notice has not been so timely given, other than its failure
to use commercially reasonable efforts, as provided herein.


 




    	 	A-13	 



     


    

 


(c)  Elective Distributions in
Cash or Shares: Whenever the Company intends to make a distribution payable at the election of the holders of Deposited Securities
in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least sixty (60) days (or such other
number of days as the Depositary and the Company may from time to time agree to) prior to the proposed distribution specifying,
inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution
and whether or not it wishes such elective distribution to be made available to Holders of ADSs.  Upon the timely receipt
of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary
shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful
and reasonably practicable to make such elective distribution available to the Holders of ADSs.  The Depositary shall make
such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution
be made available to Holders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and
(iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement.
If the above conditions are not satisfied, the Depositary shall establish the ADS Record Date on the terms described in Section 4.9
of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination
as is made in the Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described
in Section 4.1 of the Deposit Agreement or (Y) additional ADSs representing such additional Shares upon the terms described
in Section 4.2 of the Deposit Agreement.  If the above conditions are satisfied, the Depositary shall, subject to the
terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (16) and Section 4.9 of
the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash
or in additional ADSs.  The Company shall assist the Depositary in establishing such procedures to the extent necessary. 
If a Holder elects to receive the distribution (x) in cash, the distribution shall be made upon the terms described in Section 4.1
of the Deposit Agreement, or (y) in ADSs, the distribution shall be made upon the terms described in Section 4.2 of the
Deposit Agreement.  Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holder
hereof a method to receive the elective distribution in Shares (rather than ADSs).  There can be no assurance that the Holder
hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.
Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary
timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to
use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company,
the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure
to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given,
other than its failure to use commercially reasonable efforts, as provided herein.


 




    	 	A-14	 



     


    

 


(d)  Distribution of Rights to Purchase
Additional ADSs: Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe
for additional Shares, the Company shall give notice thereof to the Depositary at least sixty (60) days (or such other number of
days as the Depositary and the Company may from time to time agree to) prior to the proposed distribution specifying, inter alia,
the record date applicable to holders of Deposited Securities entitled to receive such distribution and whether or not it wishes
such rights to be made available to Holders of ADSs.  Upon the timely receipt of a notice indicating that the Company wishes
such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company
shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such rights available
to the Holders.  The Depositary shall make such rights available to Holders only if (i) the Company shall have timely
requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation
within the terms of Section 5.7 of the Deposit Agreement and (iii) the Depositary shall have determined that such distribution
of rights is reasonably practicable.  In the event any of the conditions set forth above are not satisfied or if the Company
requests that the rights not be made available to Holders of ADSs, the Depositary shall proceed with the sale of the rights as
contemplated in Section 4.4(b) of the Deposit Agreement.  In the event all conditions set forth above are satisfied,
the Depositary shall establish the ADS Record Date (upon the terms described in Section 4.9 of the Deposit Agreement) and
establish procedures to (x) distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) to
enable the Holders to exercise such rights (upon payment of the subscription price and of the applicable (a) fees and charges
of, and expenses incurred by, the Depositary and (b) taxes), and (z) to deliver ADSs upon the valid exercise of such
rights.  The Company shall assist the Depositary to the extent necessary in establishing such procedures.  Nothing herein
shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe for Shares (rather than
ADSs).


 


If (i) the Company does not timely request
the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the
Depositary fails to receive satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement or determines
it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised
and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights,
in a riskless principal capacity, at such place and upon such terms (including public or private sale) as it may deem practicable. 
The Company shall assist the Depositary to the extent necessary to determine such legality and practicability.  The Depositary
shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses
incurred by, the Depositary and (b) taxes) upon the terms set forth in Section 4.1 of the Deposit Agreement.  If
the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) of the Deposit
Agreement or to arrange for the sale of the rights upon the terms described in Section 4.4(b) of the Deposit Agreement,
the Depositary shall allow such rights to lapse.


 


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


 




    	 	A-15	 



     


    

 


Notwithstanding anything to the contrary
in Section 4.4 of the Deposit Agreement, if registration (under the Securities Act or any other applicable law) of the rights
or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to
Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless
and until a registration statement under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless
the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company
in any other applicable country in which rights would be distributed, in each case satisfactory to the Depositary, to the effect
that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration
under, the provisions of the Securities Act or any other applicable laws.  A liquid market for rights may not exist, and this
may adversely affect (1) the ability of the Depositary to dispose of such rights or (2) the amount the Depositary would
realize upon disposal of rights.


 


In the event that the Company, the Depositary
or the Custodian shall be required to withhold and does withhold from any distribution of Deposited Property (including rights)
an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly. 
In the event that the Depositary determines that any distribution of Deposited Property (including Shares and rights to subscribe
therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may
dispose of all or a portion of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and
in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or
charges.


 


There can be no assurance that Holders
generally, or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions
as the holders of Shares or be able to exercise such rights.  Nothing herein shall obligate the Company to file any registration
statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.


 


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


 


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


 




    	 	A-16	 



     


    

 


If (i) the Company does not request
the Depositary to make such distribution to Holders or requests not to make such distribution to Holders, (ii) the Depositary
does not receive satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, or (iii) the Depositary
determines that all or a portion of such distribution is not reasonably practicable, the Depositary shall sell or cause such property
to be sold in a public or private sale, at such place or places and upon such terms as it may deem practicable and shall (i) cause
the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such conversion received
by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes)
to the Holders as of the ADS Record Date upon the terms of Section 4.1 of the Deposit Agreement.  If the Depositary is
unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably
practicable under the circumstances.


 


Neither the Depositary nor the Company
shall be responsible for (i) any failure to determine whether it is lawful or practicable to make the property described in
Section 4.5 of the Deposit Agreement available to Holders in general or any Holders in particular, nor (ii) any loss
incurred in connection with the sale or disposal of such property.


 


(16)        Redemption.  If the Company intends to exercise any right of redemption in respect of any of the Deposited Securities,
the Company shall give notice thereof to the Depositary at least sixty (60) days (or such other number of days as the Depositary
and the Company may from time to time agree to) prior to the intended date of redemption which notice shall set forth the particulars
of the proposed redemption.  Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by
the Company to the Depositary within the terms of Section 5.7 of the Deposit Agreement, and only if the Depositary shall have
determined that such proposed redemption is practicable, the Depositary shall provide to each Holder a notice setting forth the
intended exercise by the Company of the redemption rights and any other particulars set forth in the Company’s notice to
the Depositary.  The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect
of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation
from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the
Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses
incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders
thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement.  If less than all outstanding Deposited
Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. 
The redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect
the ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited Securities represented by ADSs (subject to the terms of
Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and
taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed. Notwithstanding anything contained in
the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption
provided for in Section 4.7 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform
the actions contemplated in Section 4.7 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge
that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.7
of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable
efforts, as provided herein.


 




    	 	A-17	 



     


    

 


(17)        Fixing of ADS Record Date.  Whenever the Depositary shall receive notice of the fixing of a record date by the
Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares,
rights or other distribution), or whenever for any reason the Depositary causes a change in the number of Shares that are represented
by each ADS, or whenever the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders
of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in connection with the
giving of any notice, solicitation of any consent or any other matter, the Depositary shall fix the record date (the “ADS
Record Date”) for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution,
to give instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice
or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares
represented by each ADS.  The Depositary shall make reasonable efforts to establish the ADS Record Date as closely as possible
to the applicable record date for the Deposited Securities (if any) set by the Company in the Cayman Islands and shall not announce
the establishment of any ADS Record Date prior to the relevant corporate action having been made public by the Company (if such
corporate action affects the Deposited Securities).  Subject to applicable law, the terms and conditions of this ADR and Sections
4.1 through 4.8 of the Deposit Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record Date
shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise
take action.


 


(18)        Voting of Deposited Securities.  As soon as practicable after receipt of notice of any meeting at which the holders
of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the
Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9
of the Deposit Agreement.  The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary
having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30)
days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist,
distribute to Holders as of the ADS Record Date:  (a) such notice of meeting or solicitation of consent or proxies, (b) a
statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the
provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of or governing the Deposited
Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the
exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs and (c) a
brief statement as to the manner in which such voting instructions may be given to the Depositary or in which voting instructions
may be deemed to have been given in accordance with Section 4.10 if no instructions are received prior to the deadline set
for such purposes to the Depositary to give a discretionary proxy to a person designed by the Company.


 




    	 	A-18	 



     


    

 


Notwithstanding anything contained in the
Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of
the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection
with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a
notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive
such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting
copies of the materials).


 


The Depositary has been advised by the
Company that the Articles of Association of the Company (as in effect on the date hereof), voting at any meeting of shareholders
is by show of hands unless a poll is demanded.  The Depositary will not join in demanding a poll, whether or not requested
to do so by Holders of ADSs.  Under the Articles of Association of the Company (as in effect on the date hereof), a poll may
be demanded by the chairman of the general meeting or by any one member of the Company present in person or in the case of a member
being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting.


 


Voting instructions may be given only in
respect of a number of ADSs representing an integral number of Deposited Securities.  Upon the timely receipt from a Holder
of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor,
insofar as practicable and permitted under applicable law and the provisions of the Deposit Agreement, the Articles of Association
of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities
(in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’
meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting
instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) in the event voting takes
place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in
accordance with the voting instructions received from the Holders of ADSs.  If the Depositary does not receive instructions
from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting is by poll,
such Holder shall be deemed, and the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such
Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited
Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to
be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial
opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.


 




    	 	A-19	 



     


    

 


Neither the Depositary nor the Custodian
shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt
to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities
represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise
contemplated herein.  If the Depositary timely receives voting instructions from a Holder which fail to specify the manner
in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such
Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of
the items set forth in such voting instructions.  Notwithstanding anything else contained herein, the Depositary shall, if
so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received
in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at
a meeting of shareholders.


 


Notwithstanding anything else contained
in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting,
or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. 
The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting
rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions
requested to be taken if so requested by the Depositary.  There can be no assurance that Holders generally or any Holder in
particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the
Depositary in a timely manner.


 


(19)        Changes Affecting Deposited Securities.  Upon any change in nominal or par value, split-up, cancellation, consolidation
or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, consolidation or sale
of assets affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian
in exchange for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent
permitted by law, be treated as new Deposited Property under the Deposit Agreement, and this ADR shall, subject to the provisions
of the Deposit Agreement, this ADR and applicable law, represent the right to receive such additional or replacement Deposited
Property.  In giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited Securities,
recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with the Company’s approval,
and shall, if the Company shall so request, subject to the terms of the Deposit Agreement and receipt of an opinion of counsel
to the Company satisfactory to the Depositary that such actions are not in violation of any applicable laws or regulations, (i) issue
and deliver additional ADSs as in the case of a share dividend on the Shares, (ii) amend the Deposit Agreement and the applicable
ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with the Commission in respect of
the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions
as are appropriate to reflect the transaction with respect to the ADSs.  The Company agrees to, jointly with the Depositary, 
amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ADRs. 
Notwithstanding the foregoing, in the event that any Deposited Property so received may not be lawfully distributed to some or
all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an
opinion of Company’s counsel satisfactory to the Depositary that such action is not in violation of any applicable laws or
regulations, sell such Deposited Property at public or private sale, at such place or places and upon such terms as it may deem
proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary
and (b) taxes) for the account of the Holders otherwise entitled to such Deposited Property upon an averaged or other practicable
basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable
as in the case of a distribution received in cash pursuant to Section 4.1 of the Deposit Agreement.  The Depositary shall
not be responsible for (i) any failure to determine that it may be lawful or practicable to make such Deposited Property available
to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with
such sale, or (iii) any liability to the purchaser of such Deposited Property.


 




    	 	A-20	 



     


    

 


(20)        Exoneration.  Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor
the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur
any liability (i) if the Depositary or the Company shall be prevented or forbidden from, or delayed in, doing or performing
any act or thing required by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future
law or regulation of the United States, the Cayman Islands or any other country, or of any other governmental authority or regulatory
authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision,
present or future, of the Articles of Association of the Company or any provision of or governing any Deposited Securities, or
by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation,
currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer
failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement
or in the Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action
or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit,
any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent
to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution,
offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the
Deposit Agreement, made available to Holders of ADSs, or (v) for any consequential or punitive damages (including lost profits)
for any breach of the terms of the Deposit Agreement.  The Depositary, its controlling persons, its agents, any Custodian
and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request
or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.  No disclaimer
of liability under the Securities Act is intended by any provision of the Deposit Agreement or this ADR.


 


(21)        Standard of Care.  The Company and the Depositary assume no obligation and shall not be subject to any liability
under the Deposit Agreement or this ADR to any Holder(s) or Beneficial Owner(s), except that the Company and the Depositary
agree to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without negligence or
bad faith.  Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling
persons, or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect
of any Deposited Property or in respect of the ADSs, which in its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may
be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of
the Custodian being solely to the Depositary).


 




    	 	A-21	 



     


    

 


The Depositary and its agents shall not
be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any
vote is cast or the effect of any vote, provided that any such action or omission is in good faith and in accordance with the terms
of the Deposit Agreement.  The Depositary shall not incur any liability for any failure to determine that any distribution
or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution
to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest
in the Deposited Property, for the validity or worth of the Deposited Property or for any tax consequences that may result from
the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any third party, for allowing any rights
to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any action
of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant.


 


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


 


The Depositary shall not be liable for any
acts or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection
with any matter arising wholly prior to the appointment of the Depositary or 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.


 


(22)        Resignation and Removal of the Depositary; Appointment of Successor Depositary.  The Depositary may at any time
resign as Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to
be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled
to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) 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 written notice of such removal, which removal shall be effective on the later of (i) the 90th day
after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2
of the Deposit Agreement), or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as
provided in the Deposit Agreement.  In case at any time the Depositary acting hereunder shall resign or be removed, the Company
shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough
of Manhattan, the City of New York.  Every successor depositary shall be required by the Company to execute and deliver to
its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary,
without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers,
duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement). 
The predecessor depositary, upon payment of all sums due it and on the written request of the Company shall (i) execute and
deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated
in Sections 5.8 and 5.9 of the Deposit Agreement), (ii) duly assign, transfer and deliver all of the Depositary’s right,
title and interest to the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders
of all outstanding ADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request.
Any such successor depositary shall promptly provide notice of its appointment to such Holders.  Any entity 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.


 




    	 	A-22	 



     


    

 


(23)        Amendment/Supplement.  Subject to the terms and conditions of this paragraph 23 and Section 6.1 of the Deposit
Agreement and applicable law, this ADR and any provisions of the Deposit Agreement may at any time and from time to time be amended
or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable
without the prior written consent of the Holders or Beneficial Owners.  Any amendment or supplement which shall impose or
increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental
charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders
or Beneficial Owners, shall not, however, become effective as to outstanding ADSs until the expiration of thirty (30) days after
notice of such amendment or supplement shall have been given to the Holders of outstanding ADSs.  Notice of any amendment
to the Deposit Agreement or any ADR shall not need to describe in detail the specific amendments effectuated thereby, and failure
to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that,
in each such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive
the text of such amendment (i.e., upon retrieval from the Commission’s, the Depositary’s or the Company’s
website or upon request from the Depositary).  The parties hereto agree that any amendments or supplements which (i) are
reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6
under the Securities Act or (b) the ADSs to be settled solely in electronic book-entry form and (ii) do not in either
such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial
rights of Holders or Beneficial Owners.  Every Holder and Beneficial Owner at the time any amendment or supplement so becomes
effective shall be deemed, by continuing to hold such ADSs, to consent and agree to such amendment or supplement and to be bound
by the Deposit Agreement and this ADR as amended or supplemented thereby.  In no event shall any amendment or supplement impair
the right of the Holder to surrender such ADS and receive therefor the Deposited Securities represented thereby, except in order
to comply with mandatory provisions of applicable law.  Notwithstanding the foregoing, if any governmental body should adopt
new laws, rules or regulations which would require an amendment of, or supplement to, the Deposit Agreement to ensure compliance
therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and this ADR at any time in accordance
with such changed laws, rules or regulations.  Such amendment or supplement to the Deposit Agreement and this ADR in
such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other
period of time as required for compliance with such laws, rules or regulations.


 




    	 	A-23	 



     


    

 


(24)        Termination.  The Depositary shall, at any time at the written direction of the Company, terminate the Deposit
Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior
to the date fixed in such notice for such termination.  If ninety (90) days shall have expired after (i) the Depositary
shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to
the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been
appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the
Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days
prior to the date fixed in such notice for such termination.  The date so fixed for termination of the Deposit Agreement in
any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. 
Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the
Holders and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement.  If any ADSs shall remain
outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation
to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms
and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited
Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities,
together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other
Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each
case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the
account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement),
and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Deposit
Agreement.  At any time after the Termination Date, the Depositary may sell the Deposited Property then held under the Deposit
Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it
under the Deposit Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders
whose ADSs have not theretofore been surrendered.  After making such sale, the Depositary shall be discharged from all obligations
under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the
case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental
charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the
Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Deposit Agreement. 
After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement, except for its obligations
to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement.  The obligations under the terms of the Deposit
Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and
shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms
of the Deposit Agreement.


 




    	 	A-24	 



     


    

 


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


 


(26)        Certain Rights of the Depositary; Limitations.  Subject to the further terms and provisions of this paragraph (26)
and Section 5.10 of the Deposit Agreement, the Depositary, its Affiliates and their agents, on their own behalf, may own and
deal in any class of securities of the Company and its Affiliates and in ADSs.  In its capacity as Depositary, the Depositary
shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt
of Shares pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal
of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above
but for which Shares may not have been received (each such transaction a “Pre-Release Transaction”).  The
Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. 
Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”)
to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or
its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees
to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary
until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the
Depositary or the Custodian, as applicable, such Shares or ADSs and (z) agrees to any additional restrictions or requirements
that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities 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 Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty
percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however,
that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.  The Depositary
may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a
case-by-case basis as it deems appropriate.  The Depositary may retain for its own account any compensation received by it
in conjunction with the foregoing.  Collateral provided pursuant to (b) above, but not the earnings thereon, shall be
held for the benefit of the Holders (other than the Applicant).


 


(27)        Governing Law / Waiver of Jury Trial.  The Deposit Agreement and the ADRs shall be interpreted in accordance with,
and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York
applicable to contracts made and to be wholly performed in that State.  Notwithstanding anything contained in the Deposit
Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and
of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited
Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the
Deposited Securities).


 




    	 	A-25	 



     


    

 


EACH OF THE PARTIES TO THE DEPOSIT AGREEMENT
(INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF, OR RELATING TO,
THE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE).


 




    	 	A-26	 



     


    

 


(ASSIGNMENT AND TRANSFER SIGNATURE LINES)


 


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


 


	Dated:	 	Name:	 
	 	 	 	 
	 	 	 	By:
	 	 	 	 
	 	 	 	Title:
	 	 	 
	 	 	NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.
	 	 	 
	 	 	If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this ADR.
	 	 	 
	 	 	 
	SIGNATURE GUARANTEED	 	 
	 	 	 
	 	 	All endorsements or assignments of ADRs must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc.


 


Legends

[The ADRs issued in respect of Partial Entitlement American Depositary Shares shall bear the following legend on the face of the
ADR:  “This ADR evidences ADSs representing ‘partial entitlement’ Shares of [Company] and as such do not
entitle the holders thereof to the same per-share entitlement as other Shares (which are ‘full entitlement’ Shares)
issued and outstanding at such time.  The ADSs represented by this ADR shall entitle holders to distributions and entitlements
identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”]


 




    	 	A-27	 



     


    

 


EXHIBIT B


 


FEE SCHEDULE


 


ADS FEES AND RELATED CHARGES


 


All capitalized terms used but not otherwise defined herein
shall have the meaning given to such terms in the Deposit Agreement.


 


I.           ADS Fees


 


The following ADS fees are payable under the terms of the Deposit
Agreement:


 


	Service	 	Rate	 	By Whom Paid
	(1)  Issuance of ADSs upon deposit of Shares (excluding issuances as a result of distributions described in paragraph (4) below).	 	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) issued.	 	Person depositing Shares or person receiving ADSs.
	(2)  Delivery of Deposited Property against surrender of ADSs.	 	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) surrendered.	 	Person surrendering ADSs for the purpose of withdrawal of Deposited Property or person to whom Deposited Property is delivered.
	(3)  Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements).	 	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.	 	Person to whom distribution is made.
	(4)  Distribution of ADSs pursuant to (i) share dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs.	 	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.	 	Person to whom distribution is made.
	(5)  Distribution of securities other than ADSs or rights to purchase additional ADSs (i.e., spin-off shares).	 	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.	 	Person to whom distribution is made.
	6) ADS Services.	 	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary.	 	Person holding ADSs on the applicable record date(s) established by the Depositary.


 




    	 	B-1	 



     


    

 


II.          Charges


 


The Company, Holders, Beneficial Owners, persons depositing
Shares and persons surrendering ADSs for cancellation and for the purpose of withdrawing Deposited Securities shall be responsible
for the following ADS charges under the terms of the Deposit Agreement:


 


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



 


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



 


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



 


		(iv)	the expenses and charges incurred by the Depositary in
the conversion of foreign currency;



 


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



 


		(vi)	the fees and expenses incurred by the Depositary, the
Custodian, or any nominee in connection with the servicing or delivery of Deposited Property.



 




    	 	B-2