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                                   Exhibit 4.1

                                  [FORM OF ADR]

Number                                                    CUSIP NUMBER: ________

                                             American Depositary Shares (each
                                             American Depositary Share
                                             representing twenty Fully Paid
                                             ordinary shares each having par
                                             value of HK$0.25)

                           AMERICAN DEPOSITARY RECEIPT

                                       FOR

                           AMERICAN DEPOSITARY SHARES

                                  representing

                            DEPOSITED ORDINARY SHARES

                                       of

               HUTCHISON TELECOMMUNICATIONS INTERNATIONAL 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, each of par value HK$0.25, including evidence of rights to receive such
ordinary shares (the "Shares"), of Hutchison Telecommunications International
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 20 Shares deposited under the Deposit Agreement with the
Custodian, which at the date of execution of the Deposit Agreement is 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 111 Wall Street, New York, New York
10043, U.S.A.

        (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
September __, 2004 (as amended and supplemented from time to time, the "Deposit
Agreement"), by and among the Company, the

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Depositary, and all Holders and Beneficial Owners from time to time of ADSs
evidenced by ADRs issued thereunder. The Deposit Agreement sets forth the rights
and obligations of Holders and Beneficial Owners of ADRs and the rights and
duties of the Depositary in respect of the Shares deposited thereunder and any
and all other securities, property and cash from time to time received in
respect of such Shares and held thereunder (such Shares, securities, property
and cash are herein called "Deposited Securities"). Copies of the Deposit
Agreement are on file at the 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 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 Memorandum and 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 Memorandum and Articles of Association, to
which reference is hereby made. All capitalized terms used herein which are not
otherwise defined herein shall have the meanings ascribed thereto in the Deposit
Agreement. The Depositary makes no representation or warranty as to the validity
or worth of the Deposited Securities. The Depositary has made arrangements for
the acceptance of the 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.

        (2) 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 to
the Depositary at its Principal Office the ADSs evidenced hereby (and, if
applicable, this ADR) for the purpose of withdrawal of the Deposited Securities
represented thereby, (ii) if so required by the Depositary, this ADR 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 (in
each case, as set forth in Section 5.9 of, and Exhibit B to, the Deposit
Agreement) and all applicable taxes and governmental charges have been paid,
subject, however, in each case, to the terms and conditions of this ADR, of the
Deposit Agreement, of the Company's Memorandum and Articles of Association, of
any applicable laws, and to any provisions of or governing the Deposited
Securities, in each case as in effect at the time thereof.

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        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 (without
unreasonable delay) at the Custodian's designated office 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, of the Memorandum and Articles
of Association of the Company, of any applicable laws, 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 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,
(in each case, as set forth in Section 5.9 of, and Exhibit B to, the Deposit
Agreement), (b) governmental charges withheld and (c) taxes) 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 (i) any cash dividends or cash distributions, or (ii) any proceeds
from the sale of any distributions of shares or rights, 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 cash or other property (other than securities)
held by the Custodian in respect of the Deposited Securities represented by 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.

        (3) Transfer, Combination and Split-Up of ADRs. The Registrar shall
promptly register the transfer of this ADR (and of the ADSs represented hereby)
on the books maintained for such purpose and the Depositary shall promptly (x)
cancel this ADR and execute new ADRs evidencing the same aggregate number of
ADSs as those evidenced by this ADR when canceled, (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 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 ADR has been duly stamped (if required by the laws of the State of
New York or of the

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United States), and (iv) all applicable fees and charges of, and expenses
incurred by, the Depositary (in each case, as set forth in Section 5.9 of, and
Exhibit B to, the Deposit Agreement) and all applicable taxes and governmental
charges 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, without unreasonable delay, 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 (when canceled), (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 (in
each case, as set forth in Section 5.9 of, and Exhibit B to, the Deposit
Agreement) and all applicable taxes and governmental charges 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.

        (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 ADR, the delivery of any distribution
thereon, or the withdrawal of any Deposited Securities, 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 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 in the Deposit Agreement, 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 or the Company
may establish consistent with the provisions of this ADR and 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 ADRs in particular
instances may be refused, or the registration of transfer of ADRs generally may
be suspended, during any period when the transfer books of, the Depositary, a
Registrar, a Share Registrar, or the Company, including the Shareholders'
registers of the Company, are closed or if any such action is deemed necessary
or advisable by the Depositary or the Company, in good faith, at any time or
from time to time because of any requirement of law, any government or
governmental body or commission or any securities exchange upon which the Shares
or ADSs are listed, or under any provision of the Deposit Agreement or this ADR,
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 (24) hereof.

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        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 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 ADRs
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 under the Securities Act (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, as well as the rules and requirements of the Stock
Exchange of Hong Kong Limited, the New York Stock Exchange and any other stock
exchange on which Shares or ADSs are, or will be, registered, traded or listed,
or the Memorandum and 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 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.

        (6) Ownership Restrictions. Notwithstanding any 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 Memorandum and Articles of Association of the Company. The
Company may also restrict, in such manner as it deems appropriate, transfers of
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 a 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 Memorandum and Articles of Association of the Company.

        (7) Liability of Holder for Taxes and Other Charges. Any tax or other
governmental charge payable by the Custodian or by the Depositary with respect
to any ADR or any Deposited Securities or ADSs shall be payable by the Holders
and Beneficial Owners to the Depositary. The Company, the Custodian and/or
Depositary may withhold or deduct from any distributions made in respect of
Deposited Securities and may sell for the account of a Holder and/or Beneficial
Owner any or all of the Deposited Securities and apply such distributions and
sale proceeds in payment of such taxes (including applicable interest and
penalties) or other governmental charges, 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, to deliver ADRs, register
the transfer, split-up or combination of ADRs and (subject to paragraph (24)
hereof) the withdrawal of Deposited Securities until payment in full of such

                                        5

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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 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.

        (8) 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, outstanding, 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 2.13 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.

        (9) 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 Securities, compliance with applicable laws and the terms
of the Deposit Agreement and the provisions of, or governing, the Deposited
Securities, 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 of Shares on the books of the Company or of a Share
Registrar) as the Depositary or the Custodian may reasonably 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. The
Depositary and the Registrar, as applicable, may withhold the execution or
delivery or registration of transfer of any ADR or the distribution or sale of
any dividend or other distribution of rights or of the proceeds thereof or, to
the extent not limited by paragraph (24) hereof, the delivery of any Deposited
Securities until such proof or other information is filed or such certifications
are executed, or such representations and warranties are made or such
information and documentation are provided, in each case to the Depositary's,
the Registrar's and the Company's satisfaction.

        (10)    Charges of Depositary. The Depositary shall charge the following
                fees:

                (i)     Issuance Fee: to any person depositing Shares or to whom
                        ADSs are issued upon the deposit of Shares, a fee not in
                        excess of U.S. $5.00 per

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                        100 ADSs (or portion thereof) so issued under the terms
                        of the Deposit Agreement (excluding issuances pursuant
                        to paragraph (iv) below);

                (ii)    Cancellation Fee: to any person surrendering ADSs for
                        cancellation and withdrawal of Deposited Securities, a
                        fee not in excess of U.S. $5.00 per 100 ADSs (or portion
                        thereof) so surrendered;

                (iii)   Cash Distribution Fee: to any Holder of ADRs, a fee not
                        in excess of U.S. $2.00 per 100 ADSs (or portion
                        thereof) held for the distribution of cash proceeds
                        (i.e., upon the sale of rights and other entitlements)
                        under the terms of the Deposit Agreement, excluding
                        issuances pursuant to paragraph (vi) below; and

                (iv)    Rights Exercise Fee: to any Holder of ADRs, a fee not in
                        excess of U.S. $5.00 per 100 ADSs (or portion thereof)
                        issued upon the exercise of rights to purchase
                        additional ADSs;

                (v)     Other Distribution Fee: to any Holder of ADRs receiving
                        a distribution of securities other than ADSs or rights
                        to purchase additional ADSs, a fee not in excess of U.S.
                        $5.00 per unit of 100 securities (or fraction thereof)
                        distributed;

                Stock Distribution/Cash Dividend Distribution Fee: no fee for
                        distribution of ADSs pursuant to stock dividends or
                        other free stock distributions; no fee for distribution
                        of cash dividends so long as prohibited by the exchange
                        upon which the ADSs are listed.

        In addition, Holders, Beneficial Owners, persons depositing Shares and
persons surrendering ADSs for cancellation and withdrawal of Deposited
Securities will be required to pay the following charges:

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

                (ii)    such registration fees as may from time to time be in
                        effect for the registration of Shares or other Deposited
                        Securities 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 or withdrawing Shares or Holders and
                        Beneficial Owners of ADSs;

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

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                (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
                        delivery or servicing of Deposited Securities.

        Any other charges and expenses of the Depositary under the Deposit
Agreement will be paid by the Company upon agreement between the Depositary and
the Company. All fees and charges may, at any time and from time to time, be
changed by agreement between the Depositary and Company but, in the case of fees
and charges payable by Holders or Beneficial Owners, only in the manner
contemplated by paragraph (22) of this ADR. The Depositary will provide, without
charge, a copy of its latest fee schedule to anyone upon request. The charges
and expenses of the Custodian are for the sole account of the Depositary.

        (11) Title to ADRs. 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 ADS evidenced hereby) shall be transferable by
delivery upon the same terms as a certificated security under the laws of the
State of New York, provided that the 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 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.

        (12) 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, and no ADR or ADS evidenced thereby shall 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. ADRs bearing the manual or 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.

        (13) Available Information; Reports; Inspection of Transfer Books. The
Company is subject to the periodic reporting requirements of the Exchange Act
and accordingly files certain information with the Commission. These reports and
documents can be inspected and copied at the public reference facilities
maintained by the Commission located at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549. The Depositary shall make available for inspection by

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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 Securities and (b) made generally available to the
holders of such Deposited Securities by the Company.

        The Registrar shall keep books for the registration of issuances and
transfers of ADRs which at all reasonable times shall be open for inspection by
the Company and by the Holders, provided that such inspection shall not be, to
the Registrar's knowledge, for the purpose of communicating with Holders 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 ADRs.

        Upon notice to the Company, the Registrar may close the transfer books
with respect to the ADRs, at any time or from time to time, but only for such
duration, as reasonably determined by the Registrar to be necessary or essential
for the due discharge of its obligations, or at the reasonable written request
of the Company subject, in all cases, to paragraph (24) hereof.

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 111 Wall
Street, New York, New York 10043, U.S.A.

                                        9

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                            [FORM OF REVERSE OF ADR]

                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS

                            OF THE DEPOSIT AGREEMENT

        (14) Dividends and Distributions in Cash, Shares, etc. Whenever the
Depositary receives confirmation from the Custodian of receipt of any cash
dividend or other cash distribution on any Deposited Securities, or receives
proceeds from the sale of any Deposited Securities or of any entitlements held
in respect of Deposited Securities 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 (upon the terms of the
Deposit Agreement), be converted on a practicable basis into Dollars
transferable to the United States, promptly convert or cause to be converted
such cash dividend, distribution or proceeds into Dollars (upon the terms of the
Deposit Agreement), (ii) if applicable, 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) applicable fees and charges of,
and expenses incurred by, the Depositary, in each case, as set forth in Section
5.9 of, and Exhibit B to, the Deposit Agreement, (b) governmental charges and
(c) 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 then 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 an amount on account of
taxes, duties or other governmental charges, the amount distributed to Holders
on the ADSs representing such Deposited Securities shall be reduced accordingly.
Such withheld amounts shall be forwarded by the Company, the Custodian or the
Depositary to the relevant governmental authority.

        If any distribution upon any Deposited Securities consists of a dividend
in, or free distribution of, Shares, the Company shall cause such Shares to be
deposited with the Custodian and registered, as the case may be, in the name of
the Depositary, the Custodian or their respective nominees. Upon receipt of
confirmation of the deposit from the Custodian, the Depositary shall, subject to
and in accordance with the Deposit Agreement, establish the ADS Record Date and
either (i) the Depositary shall 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 to which they are entitled, which represent in aggregate the
number of Shares received as such dividend, or free distribution, subject to the
terms of the Deposit Agreement (including, without limitation, (a) the
applicable fees and charges of, and expenses incurred by, the Depositary, in
each case, as set forth in Section 5.9 of, and Exhibit B to, the Deposit
Agreement, (b) governmental charges and (c) taxes), or (ii) if additional ADSs
are not so distributed, each ADS issued and outstanding after the ADS Record
Date shall, to the extent permissible by law, thenceforth also represent rights
and interest in the additional integral number of Shares distributed upon the
Deposited Securities represented thereby (net of (a) the applicable fees and

                                       10

<PAGE>

charges of, and expenses incurred by, the Depositary, in each case, as set forth
in Section 5.9 of, and Exhibit B to, the Deposit Agreement, (b) governmental
charges and (c) 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 set
forth in the Deposit Agreement.

        In the event that the Company or 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 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, after consultation with the Company, adopt such method as it may deem
commercially feasible for the purpose of effecting such distribution, including
by disposal 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) applicable fees and charges of, and the expenses incurred by, the
Depositary (in each case, as set forth in Section 5.9 of, and Exhibit B to, the
Deposit Agreement), (b) governmental charges and (c) taxes) to Holders entitled
thereto upon the terms of the Deposit Agreement. The Depositary shall hold
and/or distribute any unsold balance of such property in accordance with the
provisions of the Deposit Agreement. To the extent that new ADSs representing
such Shares are not created and such Shares are not sold or otherwise
distributed in accordance with this section, each ADS shall thenceforth also
represent such additional shares distributed upon the Deposited Securities
represented thereby.

        Upon timely receipt of a notice indicating that the Company wishes an
elective distribution to be made available to Holders of ADSs upon the terms
described in the Deposit Agreement, the Company and the Depositary shall
determine whether such distribution is lawful and reasonably practicable. If so,
the Depositary shall, subject to the terms and conditions of the Deposit
Agreement, establish an ADS Record Date according to paragraph (16) and
establish procedures to enable the Holder hereof to elect to receive the
proposed distribution in cash or in additional ADSs. If a Holder elects to
receive the distribution in cash, the distribution shall be made as in the case
of a distribution in cash. If the Holder hereof elects to receive the
distribution in additional ADSs, the distribution shall be made as in the case
of a distribution in Shares upon the terms described in the Deposit Agreement.
If such elective distribution is not reasonably practicable or if the Depositary
did not receive satisfactory documentation set forth in the Deposit Agreement,
the Depositary shall, to the extent permitted by law, distribute to Holders, on
the basis of the same determination as is made in the Cayman Islands in respect
of the Shares for which no election is made, either (x) cash or (y) additional
ADSs representing such additional Shares, in each case, upon the terms described
in the Deposit Agreement. Nothing herein 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) if the conditions
described in Section 4.3 of the Deposit Agreement are not satisfied. 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.

                                       11

<PAGE>

        Upon timely receipt by the Depositary of a notice indicating that the
Company wishes rights to subscribe for additional Shares to be made available to
Holders of ADSs, the Depositary upon consultation with the Company, shall
determine, whether it is lawful and reasonably practicable to make such rights
available to the Holders. The Depositary shall make such rights available to any
Holders only if (i) the Company shall have timely requested that such rights be
made available to Holders, (ii) the Depositary shall have received the
documentation contemplated in the Deposit Agreement, and (iii) the Depositary
shall have determined that such distribution of rights is reasonably
practicable. If such conditions are not satisfied, the Depositary shall sell the
rights as described below. In the event all conditions set forth above are
satisfied, the Depositary shall establish an ADS Record Date (upon the terms
described in the Deposit Agreement) and establish procedures (x) to distribute
rights to purchase additional ADSs (by means of warrants or otherwise)in
proportion to the number of ADSs held, (y) to enable the Holders or holders of
warrants, as the case may be, to exercise the rights or warrants (upon payment
of the subscription price and of the applicable (a) fees and charges of, and
expenses incurred by, the Depositary, in each case, as set forth in Section 5.9
of, and Exhibit B to, the Deposit Agreement, (b) governmental charges and (c)
taxes) and, if applicable, to enable Holders or holders of warrants, as the case
may be, to sell or transfer such rights or warrants, as the case may be, and (z)
to deliver ADSs upon the valid exercise of such rights. Nothing herein or in the
Deposit Agreement 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 if the Company requests that the rights not be
made available to Holders, (ii) the Depositary fails to receive the
documentation required by 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, after consultation with the Company, 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 and private sale)
as it may deem practicable. 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, in each case, as set forth in Section 5.9
of, and Exhibit B to, the Deposit Agreement, (b) governmental charges and (c)
taxes) upon the terms hereof and of the Deposit Agreement. If the Depositary is
unable to make any rights available to Holders or to arrange for the sale of the
rights upon the terms described above, the Depositary shall allow such rights to
lapse. Neither the Depositary nor the Company shall 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, or (ii) any
foreign exchange exposure or loss incurred in connection with such sale or
exercise. The Depositary shall not be responsible for the content of any
materials forwarded to the ADR Holders on behalf of the Company in connection
with the rights distribution.

        Notwithstanding anything herein or in the Deposit Agreement to the
contrary, if registration (under the Securities Act or any other applicable law)
of the rights or the securities to which any rights relate may be required in
order for the Company to offer such rights or such securities to Holders and to
sell the securities represented by such rights, the Depositary will not
distribute such rights to the Holders (i) unless and until a registration
statement under the Securities Act (or other applicable law) covering such
offering is in effect or (ii) unless the

                                       12

<PAGE>

Company furnishes the Depositary with opinion(s) of counsel for the Company in
the United States and counsel to the Company in any other applicable country in
which rights would be distributed, in each case reasonably satisfactory to the
Depositary, to the effect that the offering and sale of such securities to
Holders and Beneficial Owners are exempt from, or do not require registration
under, the provisions of the Securities Act or any other applicable laws. In the
event that the Company, the Depositary or the Custodian shall be required to
withhold and does withhold from any distribution of property (including rights)
an amount on account of taxes or other governmental charges, the amount
distributed to the Holders of ADSs representing such Deposited Securities shall
be reduced accordingly. In the event that the Depositary determines that any
distribution in property (including Shares and rights to subscribe therefor) is
subject to any tax or other governmental charges which the Depositary is
obligated to withhold, the Depositary may dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner, including by public or private sale, as the Depositary deems
necessary and practicable to pay any such taxes or charges.

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

        Upon receipt of a notice indicating that the Company wishes property
other than cash, Shares or rights to purchase additional Shares, to be made to
Holders of ADSs, the Depositary shall consult with the Company 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 the documentation contemplated in the Deposit
Agreement, and (iii) the Depositary, after consulting with the Company, shall
have determined that such distribution is reasonably practicable. Upon
satisfaction of such conditions, the Depositary shall distribute the property so
received to the Holders of record, as of the ADS Record Date, in proportion to
the number of ADSs held by 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, in each case, as set forth in Section 5.9 of, and
Exhibit B to, the Deposit Agreement, and (ii) net of any governmental charges
and (iii) 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.

        If the conditions above are not satisfied, the Depositary shall sell or
cause such property to be sold in a public or private sale, at such place or
places and upon such terms as it may deem 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, in each case,
as set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement, (b)
governmental charges and (c) taxes) to the Holders as of the ADS Record Date
upon the terms hereof and of the Deposit Agreement.

                                       13

<PAGE>

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 that it may be lawful or practicable to make the property
described in Section 4.5 of the Deposit Agreement or in this paragraph (14)
available to Holders in general or any Holders in particular, nor (ii) any
foreign exchange exposure or loss incurred in connection with the sale or
disposal or such property.

        (15) Redemption. Upon timely receipt of notice from the Company that it
intends to exercise its right of redemption in respect of any of the Deposited
Securities, and a satisfactory opinion of counsel, and unless the Depositary
shall have reasonably determined that such proposed redemption is not
practicable, the Depositary shall (to the extent practicable) provide to each
Holder a notice setting forth the Company's intention to exercise the redemption
rights and any other particulars set forth in the Company's notice to the
Depositary. Upon receipt of confirmation that the redemption has taken place and
that funds representing the redemption price have been received, the Depositary
shall convert, transfer, distribute the proceeds (net of applicable (a) fees and
charges of, and expenses incurred by, the Depositary, in each case, as set forth
in Section 5.9 of, and Exhibit B to, the Deposit Agreement, (b) governmental
charges and (c) taxes), retire ADSs and cancel ADRs upon delivery of such ADSs
by Holders thereof upon the terms 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 the Deposit Agreement and the applicable fees and
charges of, and expenses incurred by, the Depositary, in each case, as set forth
in Section 5.9 of, and Exhibit B to, the Deposit Agreement, and taxes)
multiplied by the number of Deposited Securities represented by each ADS
redeemed.

        (16) 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, after consultation with the Company, fix a
record date ("ADS Record Date") for the determination of the Holders of ADRs 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. Subject to applicable law and the terms and conditions
of this ADR and the Deposit Agreement, only the Holders of ADRs at the close of
business in New York on such ADS Record Date shall be entitled to receive such
distributions, to give such instructions, to receive such notice or
solicitation, or otherwise take action.

                                       14

<PAGE>

        (17) 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 such consent or proxy. The Depositary shall, as
soon as practicable, 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 Company's Memorandum and Articles of Association and the
provisions of or governing 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. Voting instructions may
be given only in respect of a number of ADSs representing an integral number of
Deposited Securities. Upon the timely receipt of voting instructions from a
Holder of ADSs as of the ADS Record Date 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 Memorandum
and Articles of Association of the Company and the provisions of the Deposited
Securities, to vote, or cause the Custodian to vote, the Deposited Securities
represented by such Holder's ADSs in accordance with such instructions.

        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 (including those received in electronic form) 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 instructions.
Deposited Securities represented by ADSs for which no timely voting instructions
are received by the Depositary from the Holder shall not be voted.
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 any other provision in this Deposit Agreement, the
Company's board of directors may, pursuant to the provisions of or governing the
Deposited Securities suspend the voting rights of any Deposited Securities. If
the Company's board of directors suspends such rights, the Company will promptly
provide a notice to the Depositary, specifying (i) the identity of the Holder or
Beneficial Owner to be disenfranchised of its voting rights with respect to ADSs
evidenced by ADRs, (ii) the matters upon which such Holder or Beneficial Owner
may not vote or instruct the Depositary or Custodian to vote the Deposited
Securities and (iii) instructions to

                                       15

<PAGE>

the Depositary with respect to such other actions as it may deem necessary or
desirable to enforce the restrictions on the exercise of voting rights set forth
in the preceding sentence. The Depositary will use all reasonable efforts to
comply with such Company instructions (provided such instructions are in
compliance with applicable laws), and Holders and Beneficial Owners of ADRs
agree to comply with any Company instructions in respect of any such
restrictions or instructions.

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

        Subject to the applicable laws or rules of any securities exchange on
which the Deposited Securities are listed or traded, at least three (3) days
prior to the date of such meeting, the Depositary shall, if requested and at the
expense of the Company, deliver to the Company copies of all voting instructions
received from Holders of Receipts, if any, in accordance with which the
Depositary will vote, or cause the Custodian to vote, the Deposited Securities
represented by the ADSs evidenced by such ADRs at such meeting.

        (18) 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 or consolidation or sale of assets affecting the Company
or to which it is a party, any securities 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 Securities under the Deposit
Agreement, and the ADSs shall, subject to the terms of this Deposit Agreement
and applicable laws, including any applicable provisions of the Securities Act
and the Securities Exchange Act of 1934, thenceforth represent the new Deposited
Securities so received, unless additional or new ADSs are created pursuant to
the following sentence. The Depositary may, with the Company's approval, and
shall, if the Company shall so request, subject to the terms of the Deposit
Agreement and receipt of satisfactory documentation contemplated by the Deposit
Agreement, execute and deliver additional ADRs as in the case of a stock
dividend on the Shares, or call for the surrender of outstanding ADRs to be
exchanged for new ADRs, in either case, as well as in the event of newly
deposited Shares, with necessary modifications to the form of ADR contained in
this Exhibit A to the Deposit Agreement, specifically describing such new
Deposited Securities or corporate change. Notwithstanding the foregoing, in the
event that any security so received may not be lawfully distributed to some or
all Holders in the reasonable judgment of the Depositary, the Depositary may,
with the Company's approval, and shall if the Company requests, subject to
receipt of reasonably satisfactory legal documentation contemplated in the
Deposit Agreement, sell such securities at public or private sale, at such place
or places and upon such terms as it may deem proper and

                                       16

<PAGE>

may allocate the net proceeds of such sales (net of (a) applicable fees and
charges of, and expenses incurred by, the Depositary (in each case, as set forth
in Section 5.9 of, and Exhibit B to, the Deposit Agreement), (b) governmental
charges and (c) taxes) for the account of the Holders otherwise entitled to such
securities and distribute the net proceeds so allocated to the extent
practicable as in the case of a distribution received in cash pursuant to the
Deposit Agreement. Neither the Depositary nor the Company shall be responsible
for (i) any failure to determine that it may be lawful or feasible to make such
securities available to Holders in general or any Holder in particular, (ii) any
foreign exchange exposure or loss incurred in connection with such sale, or
(iii) any liability to the purchaser of such securities.

        As soon as reasonably practicable following receipt of notice of the
occurrence of any such change, conversion or exchange covered by this Section in
respect of the Deposited Securities, the Depositary shall, subject to applicable
law, given notice thereof in writing, at the Company's expense, to all Holders.

        (19) Exoneration. The Depositary and the Company undertake to perform
such duties and only such duties as are specifically set forth in this Deposit
Agreement, and no implied covenants or obligations shall be read into this
Deposit Agreement against the Depositary or the Company. 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
subjected to any civil or criminal penalty or restraint on account of, or
delayed in, doing or performing any act or thing required by the terms of the
Deposit Agreement and this 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 possible criminal or civil penalties or restraint, or
by reason of any provision, present or future, of the Memorandum and 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 Memorandum and 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 for any breach of the terms of the Deposit Agreement. Except as
otherwise provided herein, the Company and the Depositary assume no liability
for any act taken or for any failure to take any act required to be taken
hereunder. The Depositary, its directors, officers, employees, agents and
Affiliates, and the Company, its directors, officers, employees, agents, and
Affiliates, 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

                                       17

<PAGE>

liability under the Securities Act is intended by any provision of the Deposit
Agreement or this ADR.

        (20) Standard of Care. The Company, the Depositary and their respective
agents 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 Depositary agree to perform their respective obligations
specifically set forth in the Deposit Agreement and this ADR without gross
negligence or bad faith. Without limitation of the foregoing, neither the
Depositary, nor the Company, nor any of their respective directors, officers,
employees, agents or Affiliates, shall be under any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of any
Deposited Securities or in respect of the ADRs, 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). Neither the Depositary and its agents nor the
Company shall 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 this Deposit Agreement. Neither the
Depositary nor the Company shall incur any liability for any failure to
determine that any distribution or action may be lawful or reasonably
practicable, for any investment risk associated with acquiring an interest in
the Deposited Securities, for the validity or worth of the Deposited Securities,
for any tax consequences that may result from the ownership of ADSs, Shares or
Deposited Securities, or for the credit-worthiness of any third party. The
Depositary shall not incur any liability 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 allowing any rights to lapse upon the
terms of the Deposit Agreement or for the failure or timeliness of any notice
from the Company.

        (21) Resignation and Removal of the Depositary; Appointment of Successor
Depositary. The Depositary may at any time resign as Depositary under the
Deposit Agreement by written notice of resignation delivered to the Company,
such resignation to be effective on the earlier of (i) the 90th day after
delivery thereof to the Company, or (ii) upon the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit
Agreement. The Depositary may at any time be removed by the Company by written
notice of such removal, which removal shall be effective on the earlier of (i)
the 90th day after delivery thereof to the Depositary, 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 execute and deliver to its predecessor and to the Company an
instrument in writing accepting its appointment hereunder, and thereupon such
successor depositary, without any further act or deed (except as required by
applicable law), shall become fully vested with all the rights, powers, duties
and obligations of its predecessor. The predecessor depositary, upon payment of
all sums due it and on the written request of the Company, shall (i) execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder (other than as contemplated in the Deposit
Agreement), (ii) duly assign, transfer and deliver all right, title and interest
to the

                                       18

<PAGE>

Deposited Securities to such successor, and (iii) deliver to such successor a
list of the Holders of all outstanding ADRs and such books and records
maintained by such predecessor with respect to its function as Depositary
hereunder, and such other information relating to ADRs and Holders thereof as
the successor may reasonably request. Any such successor depositary shall
promptly provide notice of its appointment to such Holders. Any corporation into
or with which the Depositary may be merged or consolidated shall be the
successor of the Depositary without the execution or filing of any document or
any further act.

        (22) Amendment/Supplement. Subject to the terms and conditions of this
paragraph 22, 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 the
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 ADRs
until the expiration of thirty (30) days after notice of such amendment or
supplement shall have been given to the Holders of outstanding ADRs. 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
traded solely in electronic book-entry form and (ii) do not in either such case
impose or increase any fees or charges to be borne by Holders, shall be deemed
not to materially prejudice any substantial rights of Holders or Beneficial
Owners. Every Holder and Beneficial Owner at the time any amendment or
supplement so becomes effective shall be deemed, by continuing to hold such
ADS(s) or to hold any beneficial interest therein, 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 ADR 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 in
such circumstances may become effective before a notice of such amendment or
supplement is given to Holders or within any other period of time as required
for compliance with such laws, or rules or regulations.

        (23) Termination. The Depositary shall, at any time at the written
direction of the Company, terminate the Deposit Agreement by mailing notice of
such termination to the Holders of all ADRs 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 herein and in the Deposit
Agreement, the Depositary may terminate the Deposit Agreement by

                                       19

<PAGE>

providing notice of such termination to the Holders of all ADRs then outstanding
at least thirty (30) days prior to the date fixed for such termination. On and
after the date of termination of the Deposit Agreement, the Holder will, upon
surrender of such Holders' ADR(s) at the Principal Office of the Depositary,
upon the payment of the charges of the Depositary for the surrender of ADSs
referred to in paragraph (2) hereof and in the Deposit Agreement and subject to
the conditions and restrictions therein set forth, and upon payment of any
applicable taxes or governmental charges, be entitled to Delivery, to him or
upon his order, of the amount of Deposited Securities represented by such ADR.
If any ADRs shall remain outstanding after the date of termination of the
Deposit Agreement, the Registrar thereafter shall discontinue the registration
of transfers of ADRs, and the Depositary shall suspend the distribution of
dividends to the Holders thereof, shall not accept deposits of Shares (and shall
instruct each Custodian to act accordingly) and shall not give any further
notices or perform any further acts under the Deposit Agreement, except that the
Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell property and rights as provided
in the Deposit Agreement, and shall continue to deliver Deposited Securities,
subject to the conditions and restrictions set forth in the Deposit Agreement,
together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any rights or other property, in exchange
for ADRs surrendered to the Depositary (after deducting, or charging, as the
case may be, in each case the charges of the Depositary for the surrender of an
ADR, any expenses for the account of the Holder in accordance with the terms and
conditions of the Deposit Agreement and any applicable taxes or governmental
charges or assessments). At any time after the expiration of six months from the
date of termination of the Deposit Agreement, the Depositary may sell the
Deposited Securities then held hereunder and may thereafter hold uninvested the
net proceeds of any such sale, together with any other cash then held by it
hereunder, in an unsegregated account, without liability for interest, for the
pro rata benefit of the Holders whose ADRs have not theretofore been
surrendered. After making such sale, the Depositary shall be discharged from all
obligations under the Deposit Agreement with respect to the ADRs, the Deposited
Securities and the ADSs, except to account for such net proceeds and other cash
(after deducting, or charging, as the case may be, in each case, the charges of
the Depositary for the surrender of an ADR, any expenses for the account of the
Holder in accordance with the terms and conditions of the Deposit Agreement and
any applicable taxes or governmental charges or assessments). Upon the
termination of the Deposit Agreement, the Company shall be discharged from all
obligations under the Deposit Agreement except as set forth in the Deposit
Agreement.

        (24) 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.

        (25) Certain Rights of the Depositary; Limitations. Subject to the
further terms and provisions of this paragraph (25), 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 subject to the terms and provisions of the Deposit Agreement and to the
extent permitted by applicable law, the Depositary may, unless otherwise
requested in writing by the

                                       20

<PAGE>

Company to cease doing so, (i) issue ADSs prior to the receipt of Shares
pursuant to Section 2.3 of the Deposit Agreement (each such transaction a
"Pre-Release Transaction") and (ii) deliver Shares only upon the prior receipt
and cancellation 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. The Depositary may
receive ADSs in lieu of Shares under (i) above in settlement of a Pre-Release
Transaction. 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 (v) represents that at the time of the Pre-Release
Transaction the Applicant or its customer owns the Shares that are to be
delivered by the Applicant under such Pre-Release Transaction, (w) 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, (x) unconditionally guarantees
to deliver such Shares to the Depositary or the Custodian, as applicable, (y)
agrees (i) to indemnify the Depositary, its Custodian and the Company for all
damages, costs and expenses arising out of any Pre-Release Transaction requested
by the Applicant or its customer, (ii) to submit to the jurisdiction of the
federal or state courts located in the county and state of New York for the
resolution of any claims brought in respect of a Pre-Release Transaction, and
(iii) that, at the time of the Pre-Release Transaction, the Applicant or its
customer assigns, conveys and transfers to the Depositary, and that each
Pre-Release Transaction shall constitute an assignment, conveyance and transfer
to the Depositary of, the Shares and all beneficial right, title and interest
therein, including, without limitation (1) the right to vote or otherwise act
with respect to discretionary corporate actions, (2) any and all distributions
with respect to such Shares and (3) any and all tax credits or refunds arising
from such distributions, 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 undertakes, for the benefit
of the Company, that it shall enter into a Pre-Release Transaction only in a
manner that will not, under applicable law existing on the date of the
Pre-Release Transaction, cause any U.S. federal income tax consequences to
Holders of ADSs to differ from those that would have occurred had there been no
such Pre-Release Transaction. 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 earnings
thereon, shall be held for the benefit of the Holders (other than the
Applicant).

                                       21

<PAGE>

                    (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' Ordinary Shares of Hutchison
Telecommunications International Limited and as such do not entitle the holders
thereof to the same per-share entitlement as other Ordinary Shares (which are
'full entitlement' Ordinary 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 Ordinary Shares represented by
such ADSs become 'full entitlement' Ordinary Shares."

                                       22