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(CLIFFORD CHANCE LOGO)                                               Exhibit 4.3
                                                            (CHINESE CHARACTERS)

                              DATED AS OF [___] 2007

                       CHINA NEPSTAR CHAIN DRUGSTORE LTD.

                                       AND

                           JPMORGAN CHASE BANK, N.A.,
                                  As Depositary

                                       AND

                     HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

                                   ----------

                                DEPOSIT AGREEMENT

                                   ----------
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                                    CONTENTS

<TABLE>
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                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
PARTIES..................................................................      1
RECITALS.................................................................      1

Section 1.  Certain Definitions..........................................      1
            (a) ADR Register.............................................      1
            (b) ADRs; Direct Registration ADRs...........................      1
            (c) ADS......................................................      1
            (d) Custodian................................................      1
            (e) Deliver, execute, issue et al............................      1
            (f) Delivery Order...........................................      1
            (g) Deposited Securities.....................................      1
            (h) Direct Registration System...............................      1
            (i) Holder...................................................      2
            (j) Securities Act of 1933...................................      2
            (k) Securities Exchange Act of 1934..........................      2
            (l) Shares...................................................      2
            (m) Transfer Office..........................................      2
            (n) Withdrawal Order.........................................      2
Section 2.  ADRs.........................................................      2
Section 3.  Deposit of Shares............................................      2
Section 4.  Issue of ADRs................................................      3
Section 5.  Distributions on Deposited Securities........................      3
Section 6.  Withdrawal of Deposited Securities...........................      3
Section 7.  Substitution of ADRs.........................................      4
Section 8.  Cancellation and Destruction of ADRs.........................      4
Section 9.  The Custodian................................................      4
Section 10. Co-Registrars and Co-Transfer Agents.........................      5
Section 11. Lists of Holders.............................................      5
Section 12. Depositary's Agents..........................................      5
Section 13. Successor Depositary.........................................      5
Section 14. Reports......................................................      6
Section 15. Additional Shares............................................      6
Section 16. Indemnification..............................................      6
Section 17. Notices......................................................      7
Section 18. Miscellaneous................................................      7
Section 19. Consent to Jurisdiction......................................      8

TESTIMONIUM..............................................................     10

SIGNATURES...............................................................     10
</TABLE>

                                    EXHIBIT A


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<TABLE>
<S>                                                                         <C>
FORM OF FACE OF ADR......................................................    A-1
     Introductory Paragraph..............................................    A-1
     (1)  Issuance of ADRs...............................................    A-1
     (2)  Withdrawal of Deposited Securities.............................    A-2
     (3)  Transfers of ADRs..............................................    A-3
     (4)  Certain Limitations............................................    A-3
     (5)  Taxes..........................................................    A-4
     (6)  Disclosure of Interests........................................    A-4
     (7)  Charges of Depositary..........................................    A-5
     (8)  Available Information..........................................    A-6
     (9)  Execution......................................................    A-6

Signature of Depositary..................................................     A7
Address of Depositary's Office...........................................     A7
FORM OF REVERSE OF ADR...................................................    A-8
     (10) Distributions on Deposited Securities..........................    A-8
     (11) Record Dates...................................................    A-9
     (12) Voting of Deposited Securities.................................    A-9
     (13) Changes Affecting Deposited Securities.........................    A-9
     (14) Exoneration....................................................   A-10
     (15) Resignation and Removal of Depositary; the Custodian...........   A-11
     (16) Amendment......................................................   A-11
     (17) Termination....................................................   A-11
     (18) Appointment....................................................   A-12
</TABLE>


                                      -ii-

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DEPOSIT AGREEMENT dated as of [_____] 2007 (the "Deposit Agreement") among CHINA
NEPSTAR CHAIN DRUGSTORE LTD. and its successors (the "Company"), JPMORGAN CHASE
BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from
time to time of American Depositary Receipts issued hereunder ("ADRs")
evidencing American Depositary Shares ("ADSs") representing deposited Shares
(defined below). The Company hereby appoints the Depositary as depositary for
the Deposited Securities and hereby authorizes and directs the Depositary to act
in accordance with the terms set forth in this Deposit Agreement. All
capitalized terms used herein have the meanings ascribed to them in Section 1 or
elsewhere in this Deposit Agreement. The parties hereto agree as follows:

1.   Certain Definitions.

(a)  "ADR Register" is defined in paragraph (3) of the form of ADR.

(b)  "ADRs" mean the American Depositary Receipts executed and delivered
     hereunder. ADRs may be either in physical certificated form or Direct
     Registration ADRs. ADRs in physical certificated form, and the terms and
     conditions governing the Direct Registration ADRs (as hereinafter defined),
     shall be substantially in the form of Exhibit A annexed hereto (the "form
     of ADR"). The term "Direct Registration ADR" means an ADR, the ownership of
     which is recorded on the Direct Registration System. References to "ADRs"
     shall include certificated ADRs and Direct Registration ADRs, unless the
     context otherwise requires. The form of ADR is hereby incorporated herein
     and made a part hereof; the provisions of the form of ADR shall be binding
     upon the parties hereto.

(c)  Subject to paragraph (13) of the form of ADR, each "ADS" evidenced by an
     ADR represents the right to receive [_____] Share and a pro rata share in
     any other Deposited Securities.

(d)  "Custodian" means the agent or agents of the Depositary (singly or
     collectively, as the context requires) and any additional or substitute
     Custodian appointed pursuant to Section 9.

(e)  The terms "deliver", "execute", "issue", "register", "surrender",
     "transfer" or "cancel", when used with respect to Direct Registration ADRs,
     shall refer to an entry or entries or an electronic transfer or transfers
     in the Direct Registration System, and, when used with respect to ADRs in
     physical certificated form, shall refer to the physical delivery,
     execution, issuance, registration, surrender, transfer or cancellation of
     certificates representing the ADRs.

(f)  "Delivery Order" is defined in Section 3.

(g)  "Deposited Securities" as of any time means all Shares at such time
     deposited under this Deposit Agreement and any and all other Shares,
     securities, property and cash at such time held by the Depositary or the
     Custodian in respect or in lieu of such deposited Shares and other Shares,
     securities, property and cash.

(h)  "Direct Registration System" means the system for the uncertificated
     registration of ownership of securities established by The Depository Trust
     Company ("DTC") and utilized by the Depositary pursuant to which the
     Depositary may record the ownership of ADRs without the issuance of a
     certificate, which ownership shall be evidenced by


                                       -1-

<PAGE>

     periodic statements issued by the Depositary to the Holders entitled
     thereto. For purposes hereof, the Direct Registration System shall include
     access to the Profile Modification System maintained by DTC which provides
     for automated transfer of ownership between DTC and the Depositary.

(i)  "Holder" means the person or persons in whose name an ADR is registered on
     the ADR Register.

(j)  "Securities Act of 1933" means the United States Securities Act of 1933, as
     from time to time amended.

(k)  "Securities Exchange Act of 1934" means the United States Securities
     Exchange Act of 1934, as from time to time amended.

(l)  "Shares" mean the ordinary shares of the Company, and shall include the
     rights to receive Shares specified in paragraph (1) of the form of ADR.

(m)  "Transfer Office" is defined in paragraph (3) of the form of ADR.

(n)  "Withdrawal Order" is defined in Section 6.

2.   ADRS.

(a)  ADRs in certificated form shall be engraved, printed or otherwise
     reproduced at the discretion of the Depositary in accordance with its
     customary practices in its American depositary receipt business, or at the
     request of the Company typewritten and photocopied on plain or safety
     paper, and shall be substantially in the form set forth in the form of ADR,
     with such changes as may be required by the Depositary or the Company to
     comply with their obligations hereunder, any applicable law, regulation or
     usage or to indicate any special limitations or restrictions to which any
     particular ADRs are subject. ADRs may be issued in denominations of any
     number of ADSs. ADRs in certificated form shall be executed by the
     Depositary by the manual or facsimile signature of a duly authorized
     officer of the Depositary. ADRs in certificated form bearing the facsimile
     signature of anyone who was at the time of execution a duly authorized
     officer of the Depositary shall bind the Depositary, notwithstanding that
     such officer has ceased to hold such office prior to the delivery of such
     ADRs.

(b)  Direct Registration ADRs. Notwithstanding anything in this Deposit
     Agreement or in the form of ADR to the contrary, ADSs shall be evidenced by
     Direct Registration ADRs, unless certificated ADRs are specifically
     requested by the Holder.

(c)  Holders shall be bound by the terms and conditions of this Deposit
     Agreement and of the form of ADR, regardless of whether their ADRs are
     Direct Registration ADRs or certificated ADRs.

3.   Deposit of Shares.

     In connection with the deposit of Shares hereunder, the Depositary or the
     Custodian may require the following in form satisfactory to it: (a) a
     written order directing the Depositary to issue to, or upon the written
     order of, the person or persons designated in such order a Direct
     Registration ADR or ADRs evidencing the number of ADSs


                                       -2-

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     representing such deposited Shares (a "Delivery Order"); (b) proper
     endorsements or duly executed instruments of transfer in respect of such
     deposited Shares; (c) instruments assigning to the Custodian or its nominee
     any distribution on or in respect of such deposited Shares or indemnity
     therefor; and (d) proxies entitling the Custodian to vote such deposited
     Shares. As soon as practicable after the Custodian receives Deposited
     Securities pursuant to any such deposit or pursuant to paragraph (10) or
     (13) of the form of ADR, the Custodian shall present such Deposited
     Securities for registration of transfer into the name of the Custodian or
     its nominee, to the extent such registration is practicable, at the cost
     and expense of the person making such deposit (or for whose benefit such
     deposit is made) and shall obtain evidence satisfactory to it of such
     registration. Deposited Securities shall be held by the Custodian for the
     account and to the order of the Depositary at such place or places and in
     such manner as the Depositary shall determine. Deposited Securities may be
     delivered by the Custodian to any person only under the circumstances
     expressly contemplated in this Deposit Agreement. To the extent that the
     provisions of or governing the Shares make delivery of certificates
     therefor impracticable, Shares may be deposited hereunder by such delivery
     thereof as the Depositary or the Custodian may reasonably accept,
     including, without limitation, by causing them to be credited to an account
     maintained by the Custodian for such purpose with the Company or an
     accredited intermediary, such as a bank, acting as a registrar for the
     Shares, together with delivery of the documents, payments and Delivery
     Order referred to herein to the Custodian or the Depositary.

4.   Issue of ADRs.

     After any such deposit of Shares, the Custodian shall notify the Depositary
     of such deposit and of the information contained in any related Delivery
     Order by letter, first class airmail postage prepaid, or, at the request,
     risk and expense of the person making the deposit, by cable, telex or
     facsimile transmission. After receiving such notice from the Custodian, the
     Depositary, subject to this Deposit Agreement, shall properly issue at the
     Transfer Office, to or upon the order of any person named in such notice,
     an ADR or ADRs registered as requested and evidencing the aggregate ADSs to
     which such person is entitled.

5.   Distributions on Deposited Securities.

     To the extent that the Depositary determines in its reasonable discretion
     that any distribution pursuant to paragraph (10) of the form of ADR is not
     practicable with respect to any Holder, the Depositary may make such
     distribution as it so deems practicable, including the distribution of
     foreign currency, securities or property (or appropriate documents
     evidencing the right to receive foreign currency, securities or property)
     or the retention thereof as Deposited Securities with respect to such
     Holder's ADRs (without liability for interest thereon or the investment
     thereof).

6.   Withdrawal of Deposited Securities.

     In connection with any surrender of an ADR for withdrawal of the Deposited
     Securities represented by the ADSs evidenced thereby, the Depositary may
     require proper endorsement in blank of such ADR (or duly executed
     instruments of transfer thereof in blank) and the Holder's written order
     directing the Depositary to cause the Deposited Securities represented by
     the ADSs evidenced by such ADR to be withdrawn and


                                       -3-

<PAGE>

     delivered to, or upon the written order of, any person designated in such
     order (a "Withdrawal Order"). Directions from the Depositary to the
     Custodian to deliver Deposited Securities shall be given by letter, first
     class airmail postage prepaid, or, at the request, risk and expense of the
     Holder, by cable, telex or facsimile transmission. Delivery of Deposited
     Securities may be made by the delivery of certificates (which, if required
     by law shall be properly endorsed or accompanied by properly executed
     instruments of transfer or, if such certificates may be registered,
     registered in the name of such Holder or as ordered by such Holder in any
     Withdrawal Order) or by such other means as the Depositary may deem
     practicable, including, without limitation, by transfer of record ownership
     thereof to an account designated in the Withdrawal Order maintained either
     by the Company or an accredited intermediary, such as a bank, acting as a
     registrar for the Deposited Securities.

7.   Substitution of ADRs.

     The Depositary shall execute and deliver a new Direct Registration ADR in
     exchange and substitution for any mutilated certificated ADR upon
     cancellation thereof or in lieu of and in substitution for such destroyed,
     lost or stolen certificated ADR, unless the Depositary has notice that such
     ADR has been acquired by a bona fide purchaser, upon the Holder thereof
     filing with the Depositary a request for such execution and delivery and a
     sufficient indemnity bond and satisfying any other reasonable requirements
     imposed by the Depositary.

8.   Cancellation and Destruction of ADRs.

     All ADRs surrendered to the Depositary shall be cancelled by the
     Depositary. The Depositary is authorized to destroy ADRs in certificated
     form so cancelled in accordance with its customary practices. The
     Depositary agrees to maintain or cause its agents to maintain records of
     all ADRs surrendered and Deposited Securities withdrawn under Section 6
     hereof and paragraph (2) of the form of ADR, substitute ADRs delivered
     under Section 7 hereof, and cancelled or destroyed ADRs under this Section
     8, in keeping with the procedures ordinarily followed by stock transfer
     agents located in the City of New York or as otherwise required by the laws
     or regulations governing the Depositary.

9.   The Custodian.

     Any Custodian in acting hereunder shall be subject to the directions of the
     Depositary and shall be responsible solely to it. The Depositary shall be
     responsible for the compliance by the Custodian with any applicable
     provisions of the Deposit Agreement. The Depositary may from time to time
     appoint one or more agents to act for it as Custodian hereunder. Each
     Custodian so appointed (other than JPMorgan Chase Bank, N.A.) shall give
     written notice to the Company and the Depositary accepting such appointment
     and agreeing to be bound by the applicable terms hereof. Any Custodian may
     resign from its duties hereunder by at least 30 days written notice to the
     Depositary. The Depositary may discharge any Custodian at any time upon
     notice to the Custodian being discharged. Any Custodian ceasing to act
     hereunder as Custodian shall deliver, upon the instruction of the
     Depositary, all Deposited Securities held by it to a Custodian continuing
     to act. If upon the effectiveness of such resignation there would be no
     Custodian acting hereunder, the Depositary shall, promptly after receiving
     such notice,


                                       -4-

<PAGE>

     appoint a substitute custodian or custodians, each of which shall
     thereafter be a Custodian hereunder.

10.  Co-Registrars and Co-Transfer Agents.

     The Depositary may appoint and remove (i) co-registrars to register ADRs
     and transfers, combinations and split-ups of ADRs and to countersign ADRs
     in accordance with the terms of any such appointment and (ii) co-transfer
     agents for the purpose of effecting transfers, combinations and split-ups
     of ADRs at designated transfer offices in addition to the Transfer Office
     on behalf of the Depositary. Each co-registrar or co-transfer agent (other
     than JPMorgan Chase Bank, N.A.) shall give notice in writing to the Company
     and the Depositary accepting such appointment and agreeing to be bound by
     the applicable terms of this Deposit Agreement.

11.  Lists of Holders.

     The Company shall have the right to inspect transfer records of the
     Depositary and its agents and the ADR Register, take copies thereof and
     require the Depositary and its agents to supply copies of such portions of
     such records as the Company may request. The Depositary or its agent shall
     furnish to the Company promptly upon the written request of the Company, a
     list of the names, addresses and holdings of ADSs by all Holders as of a
     date within seven days of the Depositary's receipt of such request.

12.  Depositary's Agents.

     The Depositary may perform its obligations under this Deposit Agreement
     through any agent appointed by it, provided that the Depositary shall
     notify the Company of such appointment and shall remain responsible for the
     performance of such obligations as if no agent were appointed.

13.  Successor Depositary.

     The Depositary may at any time resign as Depositary hereunder by at least
     60 days prior written notice of its election so to do delivered to the
     Company, such resignation to take effect upon the appointment of a
     successor depositary and its acceptance of such appointment as hereinafter
     provided. The Depositary may at any time be removed by the Company by
     providing no less than 60 days prior written notice of such removal to the
     Depositary. Notwithstanding anything to the contrary contained herein, in
     case at any time the Depositary acting hereunder shall resign or be
     removed, it shall continue to act as Depositary for the purpose of
     terminating this Deposit Agreement pursuant to paragraph (17) of the form
     of ADR; provided that no such termination shall occur until such time as
     the Company has appointed a new Depositary and such new Depositary has
     accepted such position. In the context of any resignation or removal, upon
     payment of all sums due the Depositary, the Depositary shall provide the
     Company with a copy of its Holder records and make available to or upon the
     order of the Company all of the Deposited Securities held hereunder and
     shall cooperate with the new Depositary in this regard. Any bank or trust
     company into or with which the Depositary may be merged or consolidated, or
     to which the Depositary shall transfer substantially all its American
     depositary receipt business, shall be the successor of the Depositary
     without the execution or filing of any document or any further act.


                                       -5-

<PAGE>

14.  Reports.

     On or before the first date on which the Company makes any communication
     available to holders of Deposited Securities or any securities regulatory
     authority or stock exchange, by publication or otherwise, the Company shall
     transmit to the Depositary a copy thereof in English or with an English
     translation or summary. The Company has delivered to the Depositary, the
     Custodian and any Transfer Office, a copy of all provisions of or governing
     the Shares and any other Deposited Securities issued by the Company or any
     affiliate of the Company and, promptly upon any change thereto, the Company
     shall deliver to the Depositary, the Custodian and any Transfer Office, a
     copy (in English or with an English translation) of such provisions as so
     changed. The Depositary and its agents may rely upon the Company's delivery
     thereof for all purposes of this Deposit Agreement.

15.  Additional Shares.

     Neither the Company nor any company controlling, controlled by or under
     common control with the Company shall issue additional Shares, rights to
     subscribe for Shares, securities convertible into or exchangeable for
     Shares or rights to subscribe for any such securities or shall deposit any
     Shares under this Deposit Agreement, except under circumstances complying
     in all respects with the Securities Act of 1933. The Depositary will use
     reasonable efforts to comply with written instructions of the Company 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
     securities laws in the United States.

16.  Indemnification.

     The Company shall indemnify, defend and save harmless each of the
     Depositary and its agents against any loss, liability or expense (including
     reasonable fees and expenses of counsel) which may arise out of acts
     performed or omitted, in connection with the provisions of this Deposit
     Agreement and of the ADRs, as the same may be amended, modified or
     supplemented from time to time in accordance herewith (i) by either the
     Depositary or its agents or their respective directors, employees, agents
     and affiliates, except, subject to the penultimate paragraph of this
     Section 16, for any liability or expense directly arising out of the
     negligence or bad faith of the Depositary or its agents acting hereunder,
     or (ii) by the Company or any of its directors, employees, agents or
     affiliates.

     The indemnities set forth in the preceding paragraph shall also apply to
     any liability or expense which may arise out of any misstatement or alleged
     misstatement or omission or alleged omission in any registration statement,
     proxy statement, prospectus (or placement memorandum), or preliminary
     prospectus (or preliminary placement memorandum) relating to the offer or
     sale of ADSs, except to the extent any such liability or expense arises out
     of (i) information relating to the Depositary or its agents (other than the
     Company), as applicable, furnished in writing by the Depositary and not
     changed or altered by the Company expressly for use in any of the foregoing
     documents or (ii) if such information is provided, the failure to state a
     material fact necessary to make the information provided not misleading.


                                       -6-

<PAGE>

     Except as provided in the next succeeding paragraph, the Depositary shall
     indemnify, defend and save harmless the Company against any loss, liability
     or expense (including reasonable fees and expenses of counsel) incurred by
     the Company in respect of this Deposit Agreement to the extent such loss,
     liability or expense is due to the negligence or bad faith of the
     Depositary or its agents acting hereunder.

     Notwithstanding any other provision of this Deposit Agreement or the form
     of ADR to the contrary, neither the Company nor the Depositary, nor any of
     their agents, shall be liable to the other for any indirect, special,
     punitive or consequential damages (collectively "Special Damages") except
     (i) to the extent such Special Damages arise from the gross negligence or
     willful misconduct of the party from whom indemnification is sought or (ii)
     to the extent Special Damages arise from or out of a claim brought by a
     third party (including, without limitation, Holders) against the Depositary
     or its agents, except to the extent such Special Damages arise out of the
     gross negligence or willful misconduct of the party seeking indemnification
     hereunder.

     The obligations set forth in this Section 16 shall survive the termination
     of this Deposit Agreement and the succession or substitution of any
     indemnified person.

17.  Notices.

     Notice to any Holder shall be deemed given when first mailed, first class
     postage prepaid, to the address of such Holder on the ADR Register or
     received by such Holder. Notice to the Depositary or the Company shall be
     deemed given when first received by it at the address or facsimile
     transmission number set forth in (a) or (b), respectively, or at such other
     address or facsimile transmission number as either may specify to the other
     by written notice:

     (a)  JPMorgan Chase Bank, N.A.
          Four New York Plaza.
          New York, New York 10004
          Attention: ADR Administration
          Fax: (212) 623-0079

     (b)  China Neptstar Chain Drugstore Ltd.
          6th Floor, Tower B, Xinnengyuan Building
          Nanhai Road, Nanshan District, Shenzhen
          Guangdong 518054, China

          Attention: Chief Financial Officer
          Fax: +(86) 755-2643-3366

18.  Miscellaneous.

     This Deposit Agreement is for the exclusive benefit of the Company, the
     Depositary, the Holders, and their respective successors hereunder, and
     shall not give any legal or equitable right, remedy or claim whatsoever to
     any other person. The Holders and owners of ADRs from time to time shall be
     parties to this Deposit Agreement and shall be bound by all of the
     provisions hereof. If any such provision is invalid, illegal or
     unenforceable in any respect, the remaining provisions shall in no way be
     affected


                                       -7-

<PAGE>

     thereby. This Deposit Agreement may be executed in any number of
     counterparts, each of which shall be deemed an original and all of which
     shall constitute one instrument.

19.  Governing Law.

     The Deposit Agreement and the ADRs shall be interpreted and all rights
     hereunder and thereunder and provisions hereof and thereof shall be
     governed by the law of the State of New York.

20.  Consent to Jurisdiction.

     The Company irrevocably agrees that any legal suit, action or proceeding
     against the Company brought by the Depositary or any Holder, arising out of
     or based upon this Deposit Agreement or the transactions contemplated
     hereby, may be instituted in any state or federal court in New York, New
     York, and, to the fullest extent permitted by law, irrevocably waives any
     objection which it may now or hereafter have to the laying of venue of any
     such proceeding, and irrevocably submits to the non-exclusive jurisdiction
     of such courts in any such suit, action or proceeding. The Company has
     appointed CT Corporation System, as its authorized agent (the "Authorized
     Agent") upon which process may be served in any such action arising out of
     or based on this Deposit Agreement or the transactions contemplated hereby
     which may be instituted in any state or federal court in New York, New York
     by the Depositary or any Holder, and, to the fullest extent permitted by
     law, waives any other requirements of or objections to personal
     jurisdiction with respect thereto. The Company represents and warrants that
     the Authorized Agent has agreed to act as said agent for service of
     process, and the Company agrees to take any and all action, including the
     filing of any and all documents and instruments, that may be necessary to
     continue such appointment in full force and effect as aforesaid. Service of
     process upon the Authorized Agent and written notice of such service to the
     Company shall be deemed, in every respect, effective service of process
     upon the Company. If, for any reason, the Authorized Agent named above or
     its successor shall no longer serve as agent of the Company to receive
     service of process in New York, the Company shall promptly appoint a
     successor acceptable to the Depositary, so as to serve and will promptly
     advise the Depositary thereof. In the event the Company fails to continue
     such designation and appointment in full force and effect, the Company
     hereby waives personal service of process upon it and consents that any
     such service of process may be made by certified or registered mail, return
     receipt requested, directed to the Company at its address last specified
     for notices hereunder, and service so made shall be deemed completed five
     (5) days after the same shall have been so mailed. Notwithstanding the
     foregoing, any action based on this Agreement may be instituted by the
     Depositary or any Holder in any competent court in the Cayman Islands or
     the People's Republic of China.

     To the extent that the Company or any of its properties, assets or revenues
     may have or may hereafter be entitled to, or have attributed to it, any
     right of immunity, on the grounds of sovereignty or otherwise, from any
     legal action, suit or proceeding, from the giving of any relief in any
     respect thereof, from setoff or counterclaim, from the jurisdiction of any
     court, from service of process, from attachment upon or prior to judgment,
     from attachment in aid of execution or judgment, or from execution of
     judgment, or other legal process or proceeding for the giving of any relief
     or for the


                                       -8-

<PAGE>

     enforcement of any judgment, in any jurisdiction in which proceedings may
     at any time be commenced, with respect to its obligations, liabilities or
     other matter under or arising out of or in connection with the Shares or
     Deposited Securities, the ADSs, the ADRs or this Agreement, the Company, to
     the fullest extent permitted by law, hereby irrevocably and unconditionally
     waives, and agrees not to plead or claim, any such immunity and consents to
     such relief and enforcement.


                                       -9-

<PAGE>

IN WITNESS WHEREOF, CHINA NEPSTAR CHAIN DRUGSTORE LTD. and JPMORGAN CHASE BANK,
N.A. have duly executed this Deposit Agreement as of the day and year first
above set forth and all holders of ADRs shall become parties hereto upon
acceptance by them of ADRs issued in accordance with the terms hereof.

CHINA NEPSTAR CHAIN DRUGSTORE LTD.


By:
    ------------------------------------
Name:
Title:


JPMORGAN CHASE BANK, N.A.


By:
    ------------------------------------
Name:
Title: Vice President


                                      -10-

<PAGE>

                                    EXHIBIT A

                         ANNEXED TO AND INCORPORATED IN

                                DEPOSIT AGREEMENT

                              [FORM OF FACE OF ADR]

__________
  Number

                                                             No. of ADSs:

                                                           _____________________
                                                             Each ADS represents
                                                                   [_____] Share

                                                             CUSIP:

                           AMERICAN DEPOSITARY RECEIPT

                                   evidencing

                           AMERICAN DEPOSITARY SHARES

                                  representing

                                 ORDINARY SHARES

                                       of

                       CHINA NEPSTAR CHAIN DRUGSTORE LTD.

               (Incorporated under the laws of the Cayman Islands)

JPMORGAN CHASE BANK, N.A., a national banking association organized under the
laws of the United States of America, as depositary hereunder (the
"Depositary"), hereby certifies that is the registered owner (a "Holder") of
__________ American Depositary Shares ("ADSs"), each (subject to paragraph (13))
representing [EXCHANGE] ordinary share (including the rights to receive Shares
described in paragraph (1), "Shares" and, together with any other securities,
cash or property from time to time held by the Depositary in respect or in lieu
of deposited Shares, the "Deposited Securities"), of CHINA NEPSTAR CHAIN
DRUGSTORE LTD., a corporation organized under the laws of the Cayman Islands
(the "Company"), deposited under the Deposit Agreement dated as of [DATE], 2007
(as amended from time to time, the "Deposit Agreement") among the Company, the
Depositary and all Holders from time to time of American Depositary Receipts
issued thereunder ("ADRs"), each of whom by accepting an ADR becomes a party
thereto. The Deposit Agreement and this ADR (which includes the provisions set
forth on the reverse hereof) shall be governed by and construed in accordance
with the laws of the State of New York.

(1)  Issuance of ADRs. This ADR is one of the ADRs issued under the Deposit
     Agreement. Subject to paragraph (4), the Depositary may so issue ADRs for
     delivery at the Transfer


                                       A-1
<PAGE>

     Office (defined in paragraph (3)) only against deposit with the Custodian
     of: (a) Shares in form reasonably satisfactory to the Custodian; (b) rights
     to receive Shares from the Company or any registrar, transfer agent,
     clearing agent or other entity recording Share ownership or transactions;
     or, (c) other rights to receive Shares (until such Shares are actually
     deposited pursuant to (a) or (b) above, "Pre-released ADRs") only if (i)
     Pre-released ADRs are fully collateralized (marked to market daily) with
     cash or U.S. government securities held by the Depositary for the benefit
     of Holders (but such collateral shall not constitute "Deposited
     Securities"), (ii) each recipient of Pre-released ADRs represents and
     agrees in writing with the Depositary that such recipient (a) owns such
     Shares, (b) assigns all beneficial right, title and interest therein to the
     Depositary, (c) holds such Shares for the account of the Depositary, (d)
     will deliver such Shares to the Custodian as soon as practicable and
     promptly upon demand therefor and (e) will not take any action that is
     inconsistent with the transfer of beneficial ownership to the Depositary,
     and (iii) all Pre-released ADRs evidence not more than 30% of all ADSs
     (excluding those evidenced by Pre-released ADRs) and (vi) Pre-released ADRs
     are terminable on not more than five (5) business days notice, provided,
     however, that the Depositary reserves the right to change or disregard such
     limit from time to time as it deems appropriate. The Depositary may retain
     for its own account any earnings on collateral for Pre-released ADRs and
     its charges for issuance thereof. At the request, risk and expense of the
     person depositing Shares, the Depositary may accept deposits for forwarding
     to the Custodian and may deliver ADRs at a place other than its office.
     Every person depositing Shares under the Deposit Agreement represents and
     warrants that such Shares are validly issued and outstanding, fully paid,
     nonassessable and free of pre-emptive rights, that the person making such
     deposit is duly authorized so to do and that such Shares (A) are not
     "restricted securities" as such term is defined in Rule 144 under the
     Securities Act of 1933 unless at the time of deposit they may be freely
     transferred in accordance with Rule 144(k) and may otherwise be offered and
     sold freely in the United States or (B) have been registered under the
     Securities Act of 1933. Such representations and warranties shall survive
     the deposit of Shares and issuance of ADRs. The Depositary will not
     knowingly accept for deposit under the Deposit Agreement any Shares
     required to be registered under the Securities Act of 1933 and not so
     registered; the Depositary may refuse to accept for such deposit any Shares
     identified by the Company in order to facilitate the Company's compliance
     with such Act.

(2)  Withdrawal of Deposited Securities. Subject to paragraphs (4) and (5), upon
     surrender of (i) a certificated ADR in form satisfactory to the Depositary
     at the Transfer Office or (ii) proper instructions and documentation in the
     case of a Direct Registration ADR, the Holder hereof is entitled to
     delivery at the Custodian's office of the Deposited Securities at the time
     represented by the ADSs evidenced by this ADR. At the request, risk and
     expense of the Holder hereof, the Depositary may deliver such Deposited
     Securities at such other place as may have been requested by the Holder.
     Notwithstanding any other provision of the Deposit Agreement or this ADR,
     the withdrawal of Deposited Securities may be restricted only for the
     reasons set forth in General Instruction I.A.(1) of Form F-6 (as such
     instructions may be amended from time to time) under the Securities Act of
     1933.


                                       A-2

<PAGE>

(3)  Transfers of ADRs. The Depositary or its agent will keep, at a designated
     transfer office in the Borough of Manhattan, The City of New York (the
     "Transfer Office"), (a) a register (the "ADR Register") for the
     registration, registration of transfer, combination and split-up of ADRs,
     and, in the case of Direct Registration ADRs, shall include the Direct
     Registration System, which at all reasonable times will be open for
     inspection by Holders and the Company for the purpose of communicating with
     Holders in the interest of the business of the Company or a matter relating
     to the Deposit Agreement and (b) facilities for the delivery and receipt of
     ADRs. The term ADR Register includes the Direct Registration System. Title
     to this ADR (and to the Deposited Securities represented by the ADSs
     evidenced hereby), when properly endorsed (in the case of ADRs in
     certificated form) or upon delivery to the Depositary of proper instruments
     of transfer, is transferable by delivery with the same effect as in the
     case of negotiable instruments under the laws of the State of New York;
     provided that the Depositary, notwithstanding any notice to the contrary,
     may treat the person in whose name this ADR is registered on the ADR
     Register as the absolute owner hereof for all purposes and neither the
     Depositary nor the Company will have any obligation or be subject to any
     liability under the Deposit Agreement to any holder of an ADR, unless such
     holder is the Holder thereof. Subject to paragraphs (4) and (5), this ADR
     is transferable on the ADR Register and may be split into other ADRs or
     combined with other ADRs into one ADR, evidencing the aggregate number of
     ADSs surrendered for split-up or combination, by the Holder hereof or by
     duly authorized attorney upon surrender of this ADR at the Transfer Office
     properly endorsed (in the case of ADRs in certificated form) or upon
     delivery to the Depositary of proper instruments of transfer and duly
     stamped as may be required by applicable law; provided that the Depositary
     may close the ADR Register at any time or from time to time when deemed
     expedient by it or requested by the Company. At the request of a Holder,
     the Depositary shall, for the purpose of substituting a certificated ADR
     with a Direct Registration ADR, or vice versa, execute and deliver a
     certificated ADR or a Direct Registration ADR, as the case may be, for any
     authorized number of ADSs requested, evidencing the same aggregate number
     of ADSs as those evidenced by the certificated ADR or Direct Registration
     ADR, as the case may be, substituted.

(4)  Certain Limitations. Prior to the issue, registration, registration of
     transfer, split-up or combination of any ADR, the delivery of any
     distribution in respect thereof, or, subject to the last sentence of
     paragraph (2), the withdrawal of any Deposited Securities, and from time to
     time in the case of clause (b)(ii) of this paragraph (4), the Company, the
     Depositary or the Custodian may require: (a) payment with respect thereto
     of (i) any stock transfer or other tax or other governmental charge, (ii)
     any stock transfer or registration fees in effect for the registration of
     transfers of Shares or other Deposited Securities upon any applicable
     register and (iii) any applicable charges as provided in paragraph (7) of
     this ADR; (b) the production of proof satisfactory to it of (i) the
     identity of any signatory and genuineness of any signature and (ii) such
     other information, including without limitation, information as to
     citizenship, residence, exchange control approval, beneficial ownership of
     any securities, compliance with applicable law, regulations, provisions of
     or governing Deposited Securities and terms of the Deposit Agreement and
     this ADR, as it may deem necessary or proper; and (c) compliance with such
     regulations as the Depositary may establish consistent with the Deposit
     Agreement.


                                       A-3

<PAGE>

     The issuance of ADRs, the acceptance of deposits of Shares, the
     registration, registration of transfer, split-up or combination of ADRs or,
     subject to the last sentence of paragraph (2), the withdrawal of Deposited
     Securities may be suspended, generally or in particular instances, when the
     ADR Register or any register for Deposited Securities is closed or when any
     such action is deemed advisable by the Depositary or the Company.

(5)  Taxes. If any tax or other governmental charge shall become payable by or
     on behalf of the Custodian or the Depositary with respect to this ADR, any
     Deposited Securities represented by the ADSs evidenced hereby or any
     distribution thereon, such tax or other governmental charge shall be paid
     by the Holder hereof to the Depositary. The Depositary may refuse to effect
     any registration, registration of transfer, split-up or combination hereof
     or, subject to the last sentence of paragraph (2), any withdrawal of such
     Deposited Securities until such payment is made. The Depositary may also
     deduct from any distributions on or in respect of Deposited Securities, or
     may sell by public or private sale for the account of the Holder hereof any
     part or all of such Deposited Securities (after attempting by reasonable
     means to notify the Holder hereof prior to such sale), and may apply such
     deduction or the proceeds of any such sale in payment of such tax or other
     governmental charge, the Holder hereof remaining liable for any deficiency,
     and shall reduce the number of ADSs evidenced hereby to reflect any such
     sales of Shares. In connection with any distribution to Holders, the
     Company will remit to the appropriate governmental authority or agency all
     amounts (if any) required to be withheld and owing to such authority or
     agency by the Company; and the Depositary and the Custodian will remit to
     the appropriate governmental authority or agency all amounts (if any)
     required to be withheld and owing to such authority or agency by the
     Depositary or the Custodian. The Depositary will forward to the Company
     such information from its records as the Company may reasonably request to
     enable the Company to file any necessary reports with governmental
     authorities or agencies. If the Depositary determines that any distribution
     in property other than cash (including Shares or rights) on Deposited
     Securities is subject to any tax that the Depositary or the Custodian is
     obligated to withhold, the Depositary may dispose of all or a portion of
     such property in such amounts and in such manner as the Depositary deems
     necessary and practicable to pay such taxes, by public or private sale, and
     the Depositary shall distribute the net proceeds of any such sale or the
     balance of any such property after deduction of such taxes to the Holders
     entitled thereto. Each Holder of an ADR or an interest therein agrees to
     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.

(6)  Disclosure of Interests. To the extent that the provisions of or governing
     any Deposited Securities may require disclosure of or impose limits on
     beneficial or other ownership of Deposited Securities, other Shares and
     other securities and may provide for blocking transfer, voting or other
     rights to enforce such disclosure or limits, Holders and all persons
     holding ADRs agree to comply with all such disclosure requirements and
     ownership limitations and to comply with any reasonable Company
     instructions in respect thereof. The Depositary agrees to forward, upon the
     request and at the expenses


                                       A-4

<PAGE>

     of the Company, any written request for beneficial ownership information
     from the Company to the Holders, and at the Company's expense, to promptly
     forward to the Company any responses received by the Depositary. The
     Company reserves the right to instruct Holders to deliver their ADSs for
     cancellation and withdrawal of the Deposited Securities so as to permit the
     Company to deal directly with the Holder thereof as a holder of Shares and
     Holders agree to comply with such instructions. The Depositary agrees to
     cooperate with the Company in its efforts to inform Holders of the
     Company's exercise of its rights under this paragraph and agrees to consult
     with, and provide reasonable assistance without risk, liability or expense
     on the part of the Depositary, to the Company on the manner or manners in
     which it may enforce such rights with respect to any Holder.

(7)  Charges of Depositary. For the benefit of the Depositary and/or the
     Company, the Depositary may charge (i) each person to whom ADSs are issued,
     including, without limitation, issuances against deposits of Shares,
     issuances in respect of Share Distributions, Rights and Other Distributions
     (as such terms are defined in paragraph (10)), issuances pursuant to a
     stock dividend or stock split declared by the Company, or issuances
     pursuant to a merger, exchange of securities or any other transaction or
     event affecting the ADSs or the Deposited Securities, and (ii) each person
     surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are
     cancelled or reduced for any other reason, U.S.$5.00 for each 100 ADSs (or
     portion thereof) issued, delivered, reduced, cancelled or surrendered (as
     the case may be). The Depositary may sell (by public or private sale)
     sufficient securities and property received in respect of Share
     Distributions, Rights and Other Distributions prior to such deposit to pay
     such charge. The following additional charges shall be incurred by the
     Holders, by any party depositing or withdrawing Shares or by any party
     surrendering ADSs, to whom ADSs are issued (including, without limitation,
     issuance pursuant to a stock dividend or stock split declared by the
     Company or an exchange of stock regarding the ADSs or the Deposited
     Securities or a distribution of ADSs pursuant to paragraph (10)), whichever
     is applicable (i) to the extent not prohibited by the rules of any stock
     exchange or interdealer quotation system upon which the ADSs are listed or
     traded, a fee of U.S.$0.02 or less per ADS (or portion thereof) for any
     Cash distribution made pursuant to the Deposit Agreement, (ii) to the
     extent not prohibited by the rules of any stock exchange or interdealer
     quotation system upon which the ADSs are listed or traded, a fee per ADR or
     ADRs for transfers made pursuant to paragraph (3) hereof, (iii) a fee for
     the distribution or sale of securities pursuant to paragraph (10) hereof,
     such fee being in an amount equal to the fee for the execution and delivery
     of ADSs referred to above which would have been charged as a result of the
     deposit of such securities (for purposes of this paragraph (7) treating all
     such securities as if they were Shares) but which securities or the net
     cash proceeds from the sale thereof are instead distributed by the
     Depositary to Holders entitled thereto, (iv) to the extent not prohibited
     by the rules of the primary stock exchange upon which the ADSs are listed
     or traded, a fee of U.S.$0.02 per ADS (or portion thereof) in each calendar
     year for the services performed by the Depositary in administering the ADRs
     (which fee shall be assessed against Holders of record as of the date or
     dates set by the Depositary in accordance with paragraph (11) hereof and
     not more often than once each calendar year and shall be payable at the
     sole discretion of the Depositary by billing such Holders or by deducting
     such charge from one or more cash


                                       A-5

<PAGE>

     dividends or other cash distributions), provided that the Depositary may
     adjust this fee with the consent of the Company, such consent not to be
     unreasonably withheld; and (v) such fees and expenses as are incurred by
     the Depositary (including without limitation expenses incurred on behalf of
     Holders in connection with compliance with foreign exchange control
     regulations or any law or regulation relating to foreign investment) in
     delivery of Deposited Securities or otherwise in connection with the
     Depositary's or its Custodian's compliance with applicable law, rule or
     regulation. The Company will pay all other charges and expenses of the
     Depositary and any agent of the Depositary (except the Custodian) pursuant
     to agreements from time to time between the Company and the Depositary,
     except (i) stock transfer or other taxes and other governmental charges
     (which are payable by Holders or persons depositing Shares), (ii) cable,
     telex and facsimile transmission and delivery charges incurred at the
     request of persons depositing, or Holders delivering Shares, ADRs or
     Deposited Securities (which are payable by such persons or Holders), (iii)
     transfer or registration fees for the registration or transfer of Deposited
     Securities on any applicable register in connection with the deposit or
     withdrawal of Deposited Securities (which are payable by persons depositing
     Shares or Holders withdrawing Deposited Securities; there are no such fees
     in respect of the Shares as of the date of the Deposit Agreement), (iv)
     expenses of the Depositary in connection with the conversion of foreign
     currency into U.S. dollars (which are paid out of such foreign currency),
     and (v) any other charge payable by any of the Depositary, any of the
     Depositary's agents, including, without limitation, the Custodian, or the
     agents of the Depositary's agents in connection with the servicing of the
     Shares or other Deposited Securities (which charge shall be assessed
     against Holders as of the record date or dates set by the Depositary and
     shall be payable at the sole discretion of the Depositary by billing such
     Holders or by deducting such charge from one or more cash dividends or
     other cash distributions). Such charges may at any time and from time to
     time be changed by agreement between the Company and the Depositary.

(8)  Available Information. The Deposit Agreement, the provisions of or
     governing Deposited Securities and any written communications from the
     Company, which are both received by the Custodian or its nominee as a
     holder of Deposited Securities and made generally available to the holders
     of Deposited Securities, are available for inspection by Holders at the
     offices of the Depositary and the Custodian and at the Transfer Office. The
     Depositary will distribute copies of such communications (or English
     translations or summaries thereof) to Holders when furnished by the
     Company. The Company furnishes the United States Securities and Exchange
     Commission (the "Commission") with certain public reports and documents
     required by foreign law or otherwise under Rule 12g3-2(b) under the
     Securities Exchange Act of 1934. Such reports and documents may be
     inspected and copied at the public reference facilities maintained by the
     Commission located at the date of the Deposit Agreement at 100 F Street,
     NE, Washington, DC 20549.

(9)  Execution. This ADR shall not be valid for any purpose unless executed by
     the Depositary by the manual or facsimile signature of a duly authorized
     officer of the Depositary.

Dated:


                                       A-6

<PAGE>

JPMORGAN CHASE BANK, N.A., as Depositary


By
   -------------------------------------
            Authorized Officer

The Depositary's office is located at 4 New York Plaza, New York, New York
10004.


                                       A-7

<PAGE>

                            [FORM OF REVERSE OF ADR]

(10) Distributions on Deposited Securities. Subject to paragraphs (4) and (5),
     to the extent practicable, the Depositary will distribute to each Holder
     entitled thereto on the record date set by the Depositary therefor at such
     Holder's address shown on the ADR Register, in proportion to the number of
     Deposited Securities (on which the following distributions on Deposited
     Securities are received by the Custodian) represented by ADSs evidenced by
     such Holder's ADRs: (a) Cash. Any U.S. dollars available to the Depositary
     resulting from a cash dividend or other cash distribution or the net
     proceeds of sales of any other distribution or portion thereof authorized
     in this paragraph (10) ("Cash"), on an averaged or other practicable basis,
     subject to (i) appropriate adjustments for taxes withheld, (ii) such
     distribution being impermissible or impracticable with respect to certain
     Holders, and (iii) deduction of the Depositary's expenses in (1) converting
     any foreign currency to U.S. dollars by sale or in such other manner as the
     Depositary may determine to the extent that it determines that such
     conversion may be made on a reasonable basis, (2) transferring foreign
     currency or U.S. dollars to the United States by such means as the
     Depositary may determine to the extent that it determines that such
     transfer may be made on a reasonable basis, (3) obtaining any approval or
     license of any governmental authority required for such conversion or
     transfer, which is obtainable at a reasonable cost and within a reasonable
     time and (4) making any sale by public or private means in any commercially
     reasonable manner. (b) Shares. (i) Additional ADRs evidencing whole ADSs
     representing any Shares available to the Depositary resulting from a
     dividend or free distribution on Deposited Securities consisting of Shares
     (a "Share Distribution") and (ii) U.S. dollars available to it resulting
     from the net proceeds of sales of Shares received in a Share Distribution,
     which Shares would give rise to fractional ADSs if additional ADRs were
     issued therefor, as in the case of Cash. (c) Rights. (i) Warrants or other
     instruments in the discretion of the Depositary representing rights to
     acquire additional ADRs in respect of any rights to subscribe for
     additional Shares or rights of any nature available to the Depositary as a
     result of a distribution on Deposited Securities ("Rights"), to the extent
     that the Company timely furnishes to the Depositary evidence satisfactory
     to the Depositary that the Depositary may lawfully distribute the same (the
     Company has no obligation to so furnish such evidence), or (ii) to the
     extent the Company does not so furnish such evidence and sales of Rights
     are practicable, any U.S. dollars available to the Depositary from the net
     proceeds of sales of Rights as in the case of Cash, or (iii) to the extent
     the Company does not so furnish such evidence and such sales cannot
     practicably be accomplished by reason of the nontransferability of the
     Rights, limited markets therefor, their short duration or otherwise,
     nothing (and any Rights may lapse). (d) Other Distributions. (i) Securities
     or property available to the Depositary resulting from any distribution on
     Deposited Securities other than Cash, Share Distributions and Rights
     ("Other Distributions"), by any means that the Depositary may deem
     equitable and practicable, or (ii) to the extent the Depositary deems
     distribution of such securities or property not to be equitable and
     practicable, any U.S. dollars available to the Depositary from the net
     proceeds of sales of Other Distributions as in the case of Cash. Such U.S.
     dollars available will be distributed by checks drawn on a bank in the
     United States for whole dollars and cents. Fractional cents will be
     withheld without liability and dealt with by the Depositary in accordance
     with its then current practices.


                                       A-8

<PAGE>

(11) Record Dates. The Depositary may, after consultation with the Company if
     practicable, fix a record date (which, to the extent applicable, shall be
     as near as practicable to any corresponding record date set by the Company)
     for the determination of the Holders who shall be responsible for the fee
     assessed by the Depositary for administration of the ADR program and for
     any expenses provided for in paragraph (7) hereof as well as for the
     determination of the Holders who shall be entitled to receive any
     distribution on or in respect of Deposited Securities, to give instructions
     for the exercise of any voting rights, to receive any notice or to act in
     respect of other matters and only such Holders shall be so entitled or
     obligated.

(12) Voting of Deposited Securities. As soon as practicable after receipt from
     the Company of notice of any meeting or solicitation of consents or proxies
     of holders of Shares or other Deposited Securities, the Depositary shall
     distribute to Holders a notice stating (a) such information as is contained
     in such notice and any solicitation materials, (b) that each Holder on the
     record date set by the Depositary therefor will, subject to any applicable
     provisions of the Cayman Islands law, be entitled to instruct the
     Depositary as to the exercise of the voting rights, if any, pertaining to
     the Deposited Securities represented by the ADSs evidenced by such Holder's
     ADRs and (c) the manner in which such instructions may be given or deemed
     given, including instructions to give a discretionary proxy to a person
     designated by the Company. Upon receipt of instructions of a Holder on such
     record date in the manner and on or before the date established by the
     Depositary for such purpose, the Depositary shall endeavor insofar as
     practicable and permitted under the provisions of or governing Deposited
     Securities to vote or cause to be voted the Deposited Securities
     represented by the ADSs evidenced by such Holder's ADRs in accordance with
     such instructions. The Depositary will not itself exercise any voting
     discretion in respect of any Deposited Securities. To the extent such
     instructions are not so received by the Depositary from any Holder, the
     Depositary shall deem such Holder to have so instructed the Depositary to
     give a discretionary proxy to a person designated by the Company and the
     Depositary shall endeavor insofar as practicable and permitted under the
     provisions of or governing Deposited Securities to give a discretionary
     proxy to a person designated by the Company to vote the Deposited
     Securities represented by the ADSs evidenced by such Holder's ADRs as to
     which such instructions are so given, provided that no such instruction
     shall be deemed given and no discretionary proxy shall be given with
     respect to any matter as to which the Company informs the Depositary (and
     the Company agrees to provide such information promptly in writing) or the
     Depositary reasonably believes (in the case of (y) or (z) below) that (x)
     the Company does not wish such proxy given, (y) substantial opposition
     exists or (z) materially affects the rights of holders of Shares. There is
     no guarantee that Holders generally or any Holder in particular will
     receive the notice described above with sufficient time to enable such
     Holder to return any voting instructions to the Depositary in a timely
     manner.

(13) Changes Affecting Deposited Securities. Subject to paragraphs (4) and (5),
     the Depositary may, in its discretion, amend this ADR or distribute
     additional or amended ADRs (with or without calling this ADR for exchange)
     or cash, securities or property on the record date set by the Depositary
     therefor to reflect any change in par value, split-up, consolidation,
     cancellation or other reclassification of Deposited Securities, any Share


                                       A-9

<PAGE>

     Distribution or Other Distribution not distributed to Holders or any cash,
     securities or property available to the Depositary in respect of Deposited
     Securities from (and the Depositary is hereby authorized to surrender any
     Deposited Securities to any person and, irrespective of whether such
     Deposited Securities are surrendered or otherwise cancelled by operation of
     law, rule, regulation or otherwise, to sell by public or private sale any
     property received in connection with) any recapitalization, reorganization,
     merger, consolidation, liquidation, receivership, bankruptcy or sale of all
     or substantially all the assets of the Company, and to the extent the
     Depositary does not so amend this ADR or make a distribution to Holders to
     reflect any of the foregoing, or the net proceeds thereof, whatever cash,
     securities or property results from any of the foregoing shall constitute
     Deposited Securities and each ADS evidenced by this ADR shall automatically
     represent its pro rata interest in the Deposited Securities as then
     constituted.

(14) Exoneration. The Depositary, the Company, their agents and each of them
     shall: (a) incur no liability (i) if any present or future law, rule,
     regulation, fiat, order or decree of the United States, the Cayman Islands,
     the People's Republic of China or any other country, or of any governmental
     or regulatory authority or any securities exchange or market or automated
     quotation system, the provisions of or governing any Deposited Securities,
     any present or future provision of the Company's charter, any act of God,
     war, terrorism or other circumstance beyond its control shall prevent,
     delay or subject to any civil or criminal penalty any act which the Deposit
     Agreement or this ADR provides shall be done or performed by it or them
     (including, without limitation, voting pursuant to paragraph (12) hereof),
     or (ii) by reason of any exercise or failure to exercise any discretion
     given it in the Deposit Agreement or this ADR; (b) assume no liability
     except to perform its obligations to the extent they are specifically set
     forth in this ADR and the Deposit Agreement without gross negligence or bad
     faith; (c) in the case of the Depositary and its agents, be under no
     obligation to appear in, prosecute or defend any action, suit or other
     proceeding in respect of any Deposited Securities or this ADR; (d) in the
     case of the Company and its agents hereunder be under no obligation to
     appear in, prosecute or defend any action, suit or other proceeding in
     respect of any Deposited Securities or this ADR, 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; or (e) not be liable
     for any action or inaction by it in reliance upon the advice of or
     information from legal counsel, accountants, any person presenting Shares
     for deposit, any Holder, or any other person believed by it to be competent
     to give such advice or information. The Depositary, its agents and the
     Company may rely and shall be protected in acting upon any written notice,
     request, direction or other document believed by them to be genuine and to
     have been signed or presented by the proper party or parties. The
     Depositary and its agents will not be responsible for any failure to carry
     out any instructions to vote any of the Deposited Securities, for the
     manner in which any such vote is cast or for the effect of any such vote.
     The Depositary and its agents may own and deal in any class of securities
     of the Company and its affiliates and in ADRs. Notwithstanding anything to
     the contrary set forth in the Deposit Agreement or an ADR, the Depositary
     and its agents may fully respond to any and all demands or requests for
     information maintained by or on its behalf in connection with the Deposit
     Agreement, any Holder or Holders, any ADR or ADRs or otherwise related
     hereto to the extent such information is requested or required


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<PAGE>

     by or pursuant to any lawful authority, including without limitation laws,
     rules, regulations, administrative or judicial process, banking, securities
     or other regulators. The Company has agreed to indemnify the Depositary and
     its agents under certain circumstances and the Depositary has agreed to
     indemnify the Company under certain circumstances. Neither the Company nor
     the Depositary nor any of their respective agents shall be liable to
     Holders or beneficial owners of interests in ADSs for any indirect,
     special, punitive or consequential damages. No disclaimer of liability
     under the Securities Act of 1933 is intended by any provision hereof.

(15) Resignation and Removal of Depositary; the Custodian. The Depositary may
     resign as Depositary by 60 days prior written notice of its election so to
     do delivered to the Company, such resignation to take effect upon the
     appointment of a successor depositary and its acceptance of such
     appointment as provided in the Deposit Agreement. The Depositary may at any
     time be removed by the Company by no less than 60 days prior written notice
     of such removal delivered to the Depositary. The Depositary may appoint
     substitute or additional Custodians and the term "Custodian" refers to each
     Custodian or all Custodians as the context requires.

(16) Amendment. Subject to the last sentence of paragraph (2), the ADRs and the
     Deposit Agreement may be amended by the Company and the Depositary,
     provided that any amendment that imposes or increases any fees or charges
     (other than stock transfer or other taxes and other governmental charges,
     transfer or registration fees, cable, telex or facsimile transmission
     costs, delivery costs or other such expenses), or that shall otherwise
     prejudice any substantial existing right of Holders, shall become effective
     30 days after notice of such amendment shall have been given to the
     Holders. Every Holder of an ADR at the time any amendment to the Deposit
     Agreement so becomes effective shall be deemed, by continuing to hold such
     ADR, to consent and agree to such amendment and to be bound by the Deposit
     Agreement as amended thereby. In no event shall any amendment impair the
     right of the Holder of any ADR to surrender such ADR and receive the
     Deposited Securities represented thereby, except in order to comply with
     mandatory provisions of applicable law. 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 of 1933 or (b) the ADSs or Shares 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 prejudice
     any substantial rights of Holders. Notwithstanding the foregoing, if any
     governmental body or regulatory body should adopt new laws, rules or
     regulations which would require amendment or supplement of the Deposit
     Agreement or the form of ADR to ensure compliance therewith, the Company
     and the Depositary may amend or supplement the Deposit Agreement and the
     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.

(17) Termination. Upon the resignation or removal of the Depositary pursuant to
     the Deposit Agreement, the Depositary may, and shall at the written
     direction of the Company, terminate the Deposit Agreement and this ADR by
     mailing notice of such termination to


                                      A-11

<PAGE>

     the Holders at least 30 days prior to the date fixed in such notice for
     such termination, which 30 days shall not act to reduce the 60 days
     referred to in paragraph (15) above. After the date so fixed for
     termination, the Depositary and its agents will perform no further acts
     under the Deposit Agreement and this ADR, except to receive and hold (or
     sell) distributions on Deposited Securities and deliver Deposited
     Securities being withdrawn. As soon as practicable after the expiration of
     six months from the date so fixed for termination, the Depositary shall
     sell the Deposited Securities and shall thereafter (as long as it may
     lawfully do so) hold in a segregated account the net proceeds of such
     sales, together with any other cash then held by it under the Deposit
     Agreement, without liability for interest, in trust for the pro rata
     benefit of the Holders of ADRs not theretofore surrendered. After making
     such sale, the Depositary shall be discharged from all obligations in
     respect of the Deposit Agreement and this ADR, except to account for such
     net proceeds and other cash. After the date so fixed for termination, the
     Company shall be discharged from all obligations under the Deposit
     Agreement except for its obligations to the Depositary and its agents.

(18) Appointment. Each Holder and each person holding an interest in ADSs, 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.


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