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Filed
pursuant to Rule 424(b)(3)
Registration
Statement on Form F-6
Registration
No.: 333-221209
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Number
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CUSIP NUMBER: _____________
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_____________
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American Depositary Shares (each American Depositary
Share representing the right to receive five (5) fully paid Class A ordinary shares)
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AMERICAN DEPOSITARY RECEIPT
for
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED CLASS A ORDINARY SHARES
of
FINVOLUTION
GROUP
(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
Class A ordinary shares, including evidence of rights to receive such Class A ordinary shares (the “Shares”), of FinVolution
Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
As of the date of issuance of this ADR, each ADS represents the right to receive five (5) Shares deposited under the Deposit Agreement
(as hereinafter defined) with the Custodian, which at the date of issuance of this ADR 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 388 Greenwich Street, New York, New York 10013, 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 November 14, 2017 (as
amended and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and
all Holders and Beneficial Owners of ADSs issued thereunder. The Deposit Agreement sets forth the rights and obligations of Holders
and Beneficial Owners of ADSs and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any
and all other Deposited Property (as defined in the Deposit Agreement) from time to time received and held on deposit in respect
of the ADSs. Copies of the Deposit Agreement are on file at the Principal Office of the Depositary and with the Custodian. Each
Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and
conditions of the Deposit Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit
Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on
its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all
procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary
or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the
conclusive determinant of the necessity and appropriateness thereof. The manner in which a Beneficial Owner holds ADSs (e.g., in
a brokerage account vs. as registered holder) may affect the rights and obligations of, the manner in which, and the extent to
which, services are made available to, Beneficial Owners pursuant to the terms of the Deposit Agreement.
The statements made on the face and reverse
of this ADR are summaries of certain provisions of the Deposit Agreement and the Articles of Association (as in effect on the date
of the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement and
the Articles of Association, to which reference is hereby made.
All capitalized terms not defined herein
shall have the meanings ascribed thereto in the Deposit Agreement.
The Depositary makes no representation or
warranty as to the validity or worth of the Deposited Property. The Depositary has made arrangements for the acceptance of the
ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC Participants to exercise
and be entitled to any rights attributable to such ADSs. The Depositary may issue Uncertificated ADSs subject, however, to the
terms and conditions of Section 2.13 of the Deposit Agreement.
(2)
Surrender of ADSs and Withdrawal of Deposited Securities. The Holder of this ADR (and of the ADSs evidenced hereby)
shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented
by the ADSs evidenced hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly-authorized attorney
of the Holder) has duly Delivered ADSs to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable,
this ADR evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable
and so required by the Depositary, this ADR Delivered to the Depositary for such purpose has been properly endorsed in blank or
is accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities
industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary
a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written
order of the person(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary
and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit
Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR evidencing the surrendered
ADSs, of the Deposit Agreement, of the Articles of Association and of any applicable laws and the rules of the applicable book-entry
settlement system, if available, and to any provisions of or governing the Deposited Securities, in each case as in effect at the
time thereof.
Upon satisfaction of each of the conditions
specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, this ADR evidencing the ADSs
so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained
for such purpose, and (iii) shall direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable
delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for
the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written
order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case,
to the terms and conditions of the Deposit Agreement, of this ADR evidencing the ADSs so canceled, of the Articles of Association,
of any applicable laws and of the rules of the applicable book-entry settlement system, if available, and to the terms and conditions
of or governing the Deposited Securities, in each case as in effect at the time thereof.
The Depositary shall not accept for surrender
ADSs representing less than one (1) Share. In the case of Delivery to it of ADSs representing a number other than a whole number
of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the
terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number
of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by
the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred
by, the Depositary and (b) taxes withheld) to the person surrendering the ADSs.
Notwithstanding anything else contained
in this ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property
consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions,
which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation
and withdrawal. At the request, risk and expense of any Holder so surrendering ADSs represented by this ADR, and for the account
of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property (other
than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the Principal Office
of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex
or facsimile transmission.
(3)
Transfer, Combination and Split-up of ADRs. The Registrar shall register the transfer of this ADR (and of the
ADSs represented hereby) on the books maintained for such purpose and the Depositary shall (x) cancel this ADR and execute
new ADRs evidencing the same aggregate number of ADSs as those evidenced by this ADR canceled by the Depositary, (y) cause
the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the person entitled thereto,
if each of the following conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized
attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer hereof, (ii) this
surrendered ADR has been properly endorsed or is accompanied by proper instruments of transfer (including signature guarantees
in accordance with standard securities industry practice), (iii) this surrendered ADR has been duly stamped (if required by
the laws of the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred
by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B
to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR, of the
Deposit Agreement and of applicable law, in each case as in effect at the time thereof.
The Registrar shall register the split-up
or combination of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall
(x) cancel this ADR and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of
ADSs evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver
such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) this
ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office
for the purpose of effecting a split-up or combination hereof, and (ii) all applicable fees and charges of, and expenses incurred
by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B
to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR, of the
Deposit Agreement and of applicable law, in each case as in effect at the time thereof.
(4)
Pre-Conditions to Registration, Transfer, Etc. As a condition precedent to the execution and delivery, the registration
of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal
of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter
of ADSs or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration
fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment
of any applicable fees and charges of the Depositary as provided in Section 5.9 of, and Exhibit B to, the Deposit Agreement
and in this ADR, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature
or any other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental
regulations relating to the execution and delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such
reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, if applicable,
the Deposit Agreement and applicable law.
The issuance of ADSs against deposits of
Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused,
or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally
may be suspended, during any period when the transfer books or register of members of the Company, the Depositary, a Registrar
or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary (whereupon the Depositary
shall notify the Company in writing) or the Company, in good faith, at any time or from time to time because of any requirement
of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares
are listed, or under any provision of the Deposit Agreement or this ADR, if applicable, or under any provision of, or governing,
the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases,
to Section 7.8 of the Deposit Agreement and paragraph (25) of this ADR.
Notwithstanding any provision of the Deposit
Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities
associated therewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary
or the register of members of the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or
the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign
laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances
specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended
from time to time).
(5)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or this ADR,
each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable
law, the rules and requirements of the stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed
or the Articles of Association, which are made to provide information, inter alia, as to the capacity in which such Holder
or Beneficial Owner owns ADSs (and the Shares represented by such ADSs, as the case may be) and regarding the identity of any other
person(s) interested in such ADSs (and the Shares represented by such ADSs, as the case may be) and the nature of such interest
and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request.
(6)
Ownership Restrictions. Notwithstanding any other provision of this ADR or in the Deposit Agreement, the Company
may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable
law or the Articles of Association. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs
where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner
to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take
action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding
sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting
rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by
such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable
law and the Articles of Association. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary
or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement.
(7)
Reporting Obligations and Regulatory Approvals. Applicable laws and regulations may require holders and beneficial
owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory
approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying
with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such
determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations
as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates
shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting
requirements or obtain such regulatory approvals under applicable laws and regulations.
(8)
Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the
Depositary with respect to any Deposited Property, ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the
Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited
Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and apply such
distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may
be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADR, the Holder and the Beneficial
Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse
to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph
(25) of this ADR and Section 7.8 of the Deposit Agreement) the withdrawal of Deposited Property until payment in full of such tax,
charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the
Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims
with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder
and/or Beneficial Owner. The obligations of Holders and Beneficial Owners under this paragraph (8) and Section 3.2 of the Deposit
Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination
of the Deposit Agreement.
(9)
Representations and Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement
shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly
issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with
respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do,
(iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse
claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities
(except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been
stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares,
the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties
are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares,
to take any and all actions necessary to correct the consequences thereof.
(10)
Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial
Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian
such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange
control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms of the
Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute such
certifications and to make such representations and warranties, and to provide such other information and documentation (or, in
the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the
Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably
require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this ADR. The Depositary
and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR or ADS or the distribution
or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by paragraph (25) and
the terms of Section 7.8 of the Deposit Agreement, the delivery of any Deposited Property until such proof or other information
is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information
are provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction.
(11)
ADS Fees and Charges. The following ADS fees are payable under the terms of the Deposit Agreement:
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(i)
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ADS Issuance Fee: by any person to whom the ADSs are issued (e.g., an issuance upon a deposit of Shares, upon
a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances as a result of distributions described
in paragraph (iv) below, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) issued under the terms of the Deposit
Agreement;
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(ii)
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ADS Cancellation Fee: by any person whose ADSs are being cancelled (e.g., a cancellation of ADSs for delivery
of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), a fee not in excess of U.S. $5.00
per 100 ADSs (or fraction thereof) cancelled;
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(iii)
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Cash Distribution Fee: by any Holder of ADSs, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held
for the distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements);
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(iv)
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Stock Distribution /Rights Exercise Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or
fraction thereof) held for the distribution of ADSs pursuant to (a) stock dividends or other free stock distributions, or
(b) an exercise of rights to purchase additional ADSs;
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(v)
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Other Distribution Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof)
held for the distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares); and
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(vi)
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Depositary Services Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof)
held on the applicable record date(s) established by the Depositary.
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The Company, Holders, Beneficial Owners,
persons receiving ADSs upon issuance, and persons whose ADSs are being cancelled will be responsible for the following ADS charges
under the terms of the Deposit Agreement:
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(a)
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taxes (including applicable interest and penalties) and other governmental charges;
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(b)
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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;
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(c)
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such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be
at the expense of the person depositing Shares or withdrawing Deposited Securities or of the Holders and Beneficial Owners of ADSs;
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(d)
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the expenses and charges incurred by the Depositary in the conversion of foreign currency;
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(e)
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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
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(f)
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the fees and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the delivery or servicing
of Deposited Property.
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All ADS fees and charges may, at any time
and from time to time, be changed by agreement between the Depositary and Company but, in the case of ADS fees and charges payable
by Holders and Beneficial Owners, only in the manner contemplated by paragraph (23) of this ADR and as contemplated in Section
6.1 of the Deposit Agreement. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon
request.
ADS fees and charges payable upon (i) the
issuance of ADSs and (ii) the cancellation of ADSs will be payable by the person to whom the ADSs are so issued by the Depositary
(in the case of ADS issuances) and by the person whose ADSs are being cancelled (in the case of ADS cancellations). In the case
of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges
will be payable by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) holding the ADSs being
cancelled, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s)
of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in effect at
the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable
ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and
charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service
fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS
fees and charges and such ADS fees may be deducted from distributions made to Holders. For ADSs held through DTC, the ADS fees
and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and
may be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and
the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs.
The Depositary may reimburse the Company
for certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making
available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company
and the Depositary agree from time to time. The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary
for such out-of-pocket expenses, as the Depositary and the Company may agree from time to time. Responsibility for payment of such
fees, charges and reimbursements may from time to time be changed by agreement between the Company and the Depositary. Unless otherwise
agreed, the Depositary shall present its statement for such fees, charges and reimbursements to the Company once every three months.
The charges and expenses of the Custodian are for the sole account of the Depositary.
The obligations of Holders and Beneficial
Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation
or removal of such Depositary as described in Section 5.4 of the Deposit Agreement, the right to collect ADS fees and charges shall
extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.
(12)
Title to ADRs. Subject to the limitations contained in the Deposit Agreement and in this ADR, it is a condition
of this ADR, and every successive Holder of this ADR by accepting or holding the same consents and agrees, that title to this ADR
(and to each Certificated ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under the
laws of the State of New York, provided that, in the case of Certificated ADSs, this ADR has been properly endorsed or is accompanied
by proper instruments of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat
the Holder of this ADR (that is, the person in whose name this ADR is registered on the books of the Depositary) as the absolute
owner thereof for all purposes. Neither the Depositary nor the Company shall have any obligation nor be subject to any liability
under the Deposit Agreement or this ADR to any holder of this ADR or any Beneficial Owner unless, in the case of a holder of ADSs,
such holder is the Holder of this ADR registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial
Owner, or the Beneficial Owner’s representative, is the Holder registered on the books of the Depositary.
(13)
Validity of ADR. The Holder(s) of this ADR (and the ADSs represented hereby) shall not be entitled to any benefits
under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless this ADR has
been (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized signatory of the Depositary, (iii) countersigned
by the manual or facsimile signature of a duly authorized signatory of the Registrar, and (iv) registered in the books maintained
by the Registrar for the registration of issuances and transfers of ADRs. An ADR bearing the facsimile signature of a duly-authorized
signatory of the Depositary or the Registrar, who at the time of signature was a duly-authorized signatory of the Depositary or
the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so
authorized prior to the delivery of such ADR by the Depositary.
(14)
Available Information; Reports; Inspection of Transfer Books. The Company is subject to the periodic reporting
requirements of the Exchange Act and, accordingly, is required to file or furnish certain reports with the Commission. These reports
can be retrieved from the Commission's website (www.sec.gov) and can be inspected and copied at the public reference facilities
maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington D.C. 20549. The
Depositary shall make available for inspection by Holders at its Principal Office any reports and communications, including any
proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee
of either of them as the holder of the Deposited Property and (b) made generally available to the holders of such Deposited Property
by the Company.
The Registrar shall keep books for the registration
of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that
such inspection shall not be, to the Registrar’s knowledge, for the purpose of communicating with Holders of such ADSs in
the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement
or the ADSs.
The Registrar may close the transfer books
with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection
with the performance of its duties hereunder or under the Deposit Agreement, or at the reasonable written request of the Company
subject, in all cases, to paragraph (25) and Section 7.8 of the Deposit Agreement.
Dated:
CITIBANK, N.A.
Transfer Agent and Registrar
|
CITIBANK, N.A.
as Depositary
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|
|
By: __________________________________
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By: __________________________________
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Authorized Signatory
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Authorized Signatory
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The address of the Principal
Office of the Depositary is 388 Greenwich Street, New York, New York 10013, U.S.A.
[FORM OF REVERSE OF ADR]
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT
(15)
Dividends and Distributions in Cash, Shares, etc. (a) Cash Distributions: Upon the timely receipt
by the Depositary of a notice from the Company that it intends to make a distribution of a cash dividend or other cash distribution,
the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt
of confirmation of receipt of (x) any cash dividend or other cash distribution on any Deposited Securities, or (y) proceeds
from the sale of any Deposited Property held in respect of the ADSs under the terms of the Deposit Agreement, the Depositary will
(i) if at the time of receipt thereof any amounts received in a Foreign Currency can, in the judgment of the Depositary (pursuant
to Section 4.8 of the Deposit Agreement), be converted on a practicable basis into Dollars transferable to the United States, promptly
convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.8
of the Deposit Agreement), (ii) if applicable and unless previously established, establish the ADS Record Date upon the terms
described in Section 4.9 of the Deposit Agreement, and (iii) distribute promptly the amount thus received (net of (a) the
applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto
as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only
such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed
shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum
received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company,
the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in
respect of any Deposited Securities, or from any cash proceeds from the sales of Deposited Property, an amount on account of taxes,
duties or other governmental charges, the amount distributed to Holders on the ADSs shall be reduced accordingly. Such withheld
amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of
payment thereof by the Company shall be forwarded by the Company to the Depositary upon request. The Depositary will hold any cash
amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners
of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in
accordance with the laws of the relevant states of the United States. Notwithstanding anything contained in the Deposit Agreement
to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for
above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.1 of the Deposit
Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the
Depositary’s failure to perform the actions contemplated in Section 4.1 of the Deposit Agreement where such notice has not
been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
(b) Share Distributions: Upon
the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend
in, or free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9
of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company,
the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record
Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the
number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including,
without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if
additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record
Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number
of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses
incurred by, the Depositary, and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares
or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described
in Section 4.1 of the Deposit Agreement.
In the event that the Depositary determines
that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is
obligated to withhold, or, if the Company in the fulfillment of its obligations under Section 5.7 of the Deposit Agreement, has
furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order
to be distributed to Holders (and no such registration statement has been declared effective), the Depositary may dispose of all
or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including
by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds
of any such sale (after deduction of (a) taxes and (b) fees and charges of, and the expenses incurred by, the Depositary)
to Holders entitled thereto upon the terms of Section 4.1 of the Deposit Agreement. The Depositary shall hold and/or distribute
any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained
in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution
provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section
4.2 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have
no liability for the Depositary’s failure to perform the actions contemplated in Section 4.2 of the Deposit Agreement where
such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
(c) Elective Distributions in Cash
or Shares: Upon the timely receipt of a notice indicating that the Company wishes an elective distribution in cash or Shares
to be made available to Holders of ADSs upon the terms described in the Deposit Agreement, the Depositary shall consult with the
Company to determine, and the Company shall assist the Depositary in its determination, whether such distribution is lawful and
reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective
distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution be made available
to Holders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary
shall have received satisfactory documentation within the terms of the Deposit Agreement. If the above conditions are satisfied,
the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to
paragraph (17) 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 establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, 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 upon the terms described in Section 4.1 of the Deposit Agreement or (y) additional
ADSs representing such additional Shares, in each case, upon the terms described in Section 4.2 of the Deposit Agreement. Nothing
herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holder hereof a method to receive the
elective distribution in Shares (rather than ADSs). There can be no assurance that the Holder hereof will be given the opportunity
to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained
in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution
provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section
4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have
no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where
such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
(d) Distribution of Rights to Purchase
Additional ADSs: Upon the 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 shall consult with the Company to determine, and
the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such rights
available to the Holders. The Depositary shall make such rights available to 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 or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary
shall sell the rights as described below. In the event all conditions set forth above are satisfied, the Depositary shall establish
the ADS Record Date (upon the terms described in Section 4.9 of the Deposit Agreement) and establish procedures (x) to distribute
rights to purchase additional ADSs (by means of warrants or otherwise), (y) to enable the Holders to exercise such rights
(upon payment of the subscription price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary
and (b) taxes), and (z) to deliver ADSs upon the valid exercise of such rights. 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 requests that the rights
not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section
5,7 of the Deposit Agreement or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any
rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and
reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public
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 and (b) taxes) upon the terms hereof
and of Section 4.1 of the Deposit Agreement. If the Depositary is unable to make any rights available to Holders upon the terms
described in Section 4.4(a) of the Deposit Agreement or to arrange for the sale of the rights upon the terms described in Section
4.4(b) of the Deposit Agreement, the Depositary shall allow such rights to lapse. The Depositary shall not be liable for (i) any
failure to accurately determine whether it may be lawful or practicable to make such rights available to Holders in general or
any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise, or (iii)
the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.
Notwithstanding anything 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 Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any
other applicable country in which rights would be distributed, in each case satisfactory to the Depositary, to the effect that
the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under,
the provisions of the Securities Act or any other applicable laws. In the event that the Company, the Depositary or the Custodian
shall be required to withhold and does withhold from any distribution of Deposited Property (including rights) an amount on account
of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly. In the event
that the Depositary determines that any distribution of Deposited Property (including Shares and rights to subscribe therefor)
is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of
all or a portion of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and in such manner,
including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges.
There can be no assurance that Holders generally,
or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the
holders of Shares or be able to exercise such rights. Nothing herein 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.
(e) Distributions other than Cash,
Shares or Rights to Purchase Shares: 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, upon consulting with the Company,
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 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, and (ii) net of any taxes withheld. The Depositary may dispose of
all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private
sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or
other governmental charges applicable to the distribution.
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 and (b) taxes) to the Holders as of the ADS Record Date upon the terms hereof and of Section 4.1 of the Deposit
Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the
Holders in any way it deems reasonably practicable under the circumstances.
Neither the Depositary nor the Company shall
be responsible for (i) any failure to determine whether it is lawful or practicable to make the property described in Section 4.5
of the Deposit Agreement available to Holders in general or any Holders in particular, nor (ii) any loss incurred in connection
with the sale or disposal of such property.
(f) Distributions with Respect to
Deposited Securities in Bearer Form: Subject to the terms of this paragraph (15) and Article IV of the Deposit Agreement,
distributions in respect of Deposited Securities that are held by the Depositary or the Custodian in bearer form shall be made
to the Depositary for the account of the respective Holders of ADS(s) with respect to which any such distribution is made upon
due presentation by the Depositary or the Custodian to the Company of any relevant coupons, talons, or certificates. The Company
shall promptly notify the Depositary of such distributions. The Depositary or the Custodian shall promptly present such coupons,
talons or certificates, as the case may be, in connection with any such distribution.
(16)
Redemption. If the Company intends to exercise any right of redemption in respect of any of the Deposited Securities,
the Company shall give notice thereof to the Depositary at least forty-five (45) days prior to the intended date of redemption
which notice shall set forth the particulars of the proposed redemption. Upon timely receipt of (i) such notice and (ii) satisfactory
documentation given by the Company to the Depositary within the terms of Section 5.7 of the Deposit Agreement, and only if the
Depositary shall have determined that such proposed redemption is practicable, the Depositary shall provide to each Holder a notice
setting forth the intended exercise by the Company of the redemption rights and any other particulars set forth in the Company’s
notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect
of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation
from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the
Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred
by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and
the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding Deposited Securities are redeemed,
the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption price
per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s)
ratio) upon the redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 of the Deposit
Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number
of Deposited Securities represented by each ADS redeemed. Notwithstanding anything contained in the Deposit Agreement to the contrary,
in the event the Company fails to give the Depositary timely notice of the proposed redemption provided for above, the Depositary
agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.7 of the Deposit Agreement, and
the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s
failure to perform the actions contemplated in Section 4.7 of the Deposit Agreement where such notice has not been so timely given,
other than its failure to use commercially reasonable efforts, as provided herein.
(17)
Fixing of ADS Record Date. Whenever the Depositary shall receive notice of the fixing of a record date by the
Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares,
rights, or other distribution), or whenever for any reason the Depositary causes a change in the number of Shares that are represented
by each ADS, or whenever the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders
of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in connection with the
giving of any notice, solicitation of any consent or any other matter, the Depositary shall fix the record date (the “ADS
Record Date”) for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to give
instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or
solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented
by each ADS. The Depositary shall make reasonable efforts to establish the ADS Record Date as closely as practicable to the applicable
record date for the Deposited Securities (if any) set by the Company in the Cayman Islands and shall not announce the establishment
of any ADS Record Date prior to the relevant corporate action having been made public by the Company (if such corporate action
affected the Deposited Securities). Subject to applicable law, the terms and conditions of this ADR and Sections 4.1 through 4.8
of the Deposit Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record Date shall be entitled
to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.
(18)
Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders
of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the
Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section
4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having
no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days
prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute
as soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of
consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to
any applicable law, the provisions of the Deposit Agreement, the Articles of Association and the provisions of or governing the
Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary
as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs,
and (c) a brief statement as to the manner and timing in which such voting instructions may be given to the Depositary or in which
voting instructions may be deemed to have been given in accordance with Section 4.10 of the Deposit Agreement if no instructions
are received prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated
by the Company. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to
timely request that the Depositary distribute the information as provided for in Section 4.10 of the Deposit Agreement, the Depositary
agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.10 of the Deposit Agreement, and
the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s
failure to perform the actions contemplated in Section 4.10 of the Deposit Agreement where such notice has not been so timely given,
other than its failure to use commercially reasonable efforts, as provided herein.
Notwithstanding anything contained in the
Deposit Agreement or this ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of
the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection
with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a
notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive
such materials upon request (e.g., by reference to a website containing the materials for retrieval or a contact for requesting
copies of the materials).
The Depositary has been advised by the Company
that under the Articles of Association (as in effect on the date of the Deposit Agreement), voting at any meeting of shareholders
is by show of hands unless a poll is demanded. The Depositary will not join in demanding a poll, whether or not requested to do
so by Holders of ADSs. The Company has informed the Depositary that, under the Articles of Association (as in effect on the date
of the Deposit Agreement), a poll may be demanded by the chairman of the meeting or by any shareholder present in person or by
proxy in the meeting.
Voting instructions may be given only in
respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs
as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar
as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Articles of Association and the
provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy)
represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show
of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions
received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’
meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions
received from the Holders of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or
before the date established by the Depositary for such purpose and voting is by poll, such Holder shall be deemed, and the Depositary
shall (unless otherwise specified in the notice distributed to Holders) deem such Holder, to have instructed the Depositary to
give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such
discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs
the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights
of holders of Deposited Securities may be materially adversely affected.
Neither the Depositary nor the Custodian
shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt
to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities
represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise
contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which
the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder
(unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items
set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received
by the Depositary from the Holder shall not be voted (except (i) in the case voting is by show of hands, in which case the Depositary
will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority
of Holders of ADSs who provided voting instructions and (ii) as otherwise contemplated herein or in the Deposit Agreement). Notwithstanding
anything else contained herein or in the Deposit Agreement, the Depositary shall, if so requested in writing by the Company, represent
all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders
as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
Notwithstanding anything else contained
in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting,
or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws.
The Company agrees to take any and all actions reasonably necessary, as permitted by Cayman Islands law, to enable Holders and
Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion
of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary.
There can be no assurance that Holders generally
or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting
instructions to the Depositary, or otherwise take action, in a timely manner.
(19)
Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation
or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, consolidation or sale
of assets affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian
in exchange for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent
permitted by law, be treated as new Deposited Property under the Deposit Agreement, and this ADR shall, subject to the provisions
of the Deposit Agreement, this ADR and applicable law, represent the right to receive such additional or replacement Deposited
Property. In giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited Securities,
recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with the Company’s approval,
and shall, if the Company shall so request, subject to the terms of the Deposit Agreement (including, without limitation, (a) the
applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes) and receipt of an opinion of counsel to
the Company satisfactory to the Depositary that such actions are not in violation of any applicable laws or regulations, (i) issue
and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend the Deposit Agreement and the applicable
ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with the Commission in respect of the ADSs,
(iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions as are
appropriate to reflect the transaction with respect to the ADSs. The Company agrees to, jointly with the Depositary, amend the
Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ADRs. Notwithstanding
the foregoing, in the event that any Deposited Property so received may not be lawfully distributed to some or all Holders, the
Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an opinion of Company’s
counsel satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such Deposited
Property at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net
proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) for the account
of the Holders otherwise entitled to such Deposited Property upon an averaged or other practicable basis without regard to any
distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution
received in cash pursuant to Section 4.1 of the Deposit Agreement. The Depositary shall not be responsible for (i) any failure
to determine that it may be lawful or practicable to make such Deposited Property available to Holders in general or to any Holder
in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the
purchaser of such Deposited Property.
(20)
Exoneration. Notwithstanding anything contained in the Deposit Agreement or this ADR, neither the Depositary
nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement
or incur any liability (i) if the Depositary or the Company shall be prevented or forbidden from, or delayed in, doing or performing
any act or thing required by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future
law or regulation of the United States, the Cayman Islands or any other country, or of any other governmental authority or regulatory
authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision,
present or future, of the Articles of Association or any provision of or governing any Deposited Securities, or by reason of any
act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency
restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure),
(ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Articles
of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice
of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or
authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information,
(iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which
is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders
of ADSs, or (v) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement.
The Depositary, its controlling persons,
its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon
any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party
or parties.
No disclaimer of liability under the Securities
Act is intended by any provision of the Deposit Agreement or this ADR.
(21)
Standard of Care. The Company and the Depositary assume no obligation and shall not be subject to any liability
under the Deposit Agreement or this ADR to any Holder(s) or Beneficial Owner(s), except that the Company and the Depositary agree
to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without negligence or bad faith.
Without limitation of the foregoing, neither
the Depositary, nor the Company, nor any of their respective controlling persons, or agents, shall be under any obligation to appear
in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Property or in respect of the ADSs, which
in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees
and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation
whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary).
The Depositary and its agents shall not
be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any
vote is cast or the effect of any vote, provided that any such action or omission is in good faith and without negligence and in
accordance with the terms of the Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately
determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted
to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk
associated with acquiring an interest in the Deposited Property, for the validity or worth of the Deposited Property or for any
tax consequences that may result from the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any
third party, for allowing any rights to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice
from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant.
The Depositary shall not be liable for any
acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in
connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with
the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith
while it acted as Depositary.
The Depositary shall not be liable for any
acts or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection
with any matter arising wholly prior to the appointment of the Depositary or after the removal or resignation of the Depositary,
provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations
without negligence or bad faith while it acted as Depositary.
(22)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time
resign as Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to
be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled
to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) the appointment by the Company of a successor
depositary and its acceptance of such appointment as provided in the Deposit Agreement.
The Depositary may at any time be removed
by the Company by written notice of such removal, which removal shall be effective on the later of (i) the 90th day after delivery
thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit
Agreement), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as
provided in the Deposit Agreement.
In case at any time the Depositary acting
hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be
a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall be
required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment
hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall
become fully vested with all the rights, powers, duties and obligations of its predecessor (other than as contemplated in Sections 5.8
and 5.9 of the Deposit Agreement). The predecessor depositary, upon payment of all sums due it and on the written request of the
Company, shall, (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor
hereunder (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement), (ii) duly assign, transfer and deliver
all of the Depositary’s right, title and interest to the Deposited Property to such successor, and (iii) deliver to such
successor a list of the Holders of all outstanding ADSs and such other information relating to ADSs and Holders thereof as the
successor may reasonably request. Any such successor depositary shall promptly provide notice of its appointment to such Holders.
Any entity into or with which the Depositary
may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further
act.
(23)
Amendment/Supplement. Subject to the terms and conditions of this paragraph (23), Section 6.1 of the Deposit
Agreement and applicable law, this ADR and any provisions of the Deposit Agreement may at any time and from time to time be amended
or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable
without the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase
any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental
charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders
or Beneficial Owners, shall not, however, become effective as to outstanding ADSs until the expiration of thirty (30) days after
notice of such amendment or supplement shall have been given to the Holders of outstanding ADSs. Notice of any amendment to the
Deposit Agreement or any ADR shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe
the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each
such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text
of such amendment (e.g., upon retrieval from the Commission’s, the Depositary’s or the Company’s website
or upon request from the Depositary). The parties hereto agree that any amendments or supplements which (i) are reasonably necessary
(as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or
(b) the ADSs to be settled solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees
or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial rights of Holders or Beneficial
Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing
to hold such ADSs, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement and this ADR,
if applicable, as amended or supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder
to surrender such ADS and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory
provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations
which would require an amendment of, or supplement to, the Deposit Agreement to ensure compliance therewith, the Company and the
Depositary may amend or supplement the Deposit Agreement and this ADR at any time in accordance with such changed laws, rules or
regulations. Such amendment or supplement to the Deposit Agreement and this ADR in such circumstances may become effective before
a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance with
such laws, rules or regulations.
(24)
Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit
Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior
to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have
delivered to the Company a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company
shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary
shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary
may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least
thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Deposit
Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination
Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit
Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement.
If any ADSs shall remain outstanding after
the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any
further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions
of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell
Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends
or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange
for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of,
and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial
Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required
under applicable law in connection with its role as Depositary under the Deposit Agreement.
At any time after the Termination Date,
the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested
the net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account
and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After
making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for
such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and
expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial
Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as may be required at law in connection
with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations
under the Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement.
The obligations under the terms of the Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination
Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to
the Depositary for cancellation under the terms of the Deposit Agreement (except as specifically provided in the Deposit Agreement).
(25)
Compliance with U.S. Securities Laws. Notwithstanding any provisions in this ADR or the Deposit Agreement to
the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except
as would be permitted by Instruction I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from
time to time, under the Securities Act.
(26)
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this paragraph
(26) and Sections 2.3 and 5.10 of the Deposit Agreement, the Depositary, its Affiliates and their agents, on their own behalf,
may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against
evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing
agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist
of written blanket or specific guarantees of ownership of Shares. In its capacity as Depositary, the Depositary shall not lend
Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant
to Section 2.3 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities
pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Shares may not
have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu
of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject
to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered
(w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to
be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares
or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the
Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such
Shares or ADSs and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all
times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate,
(c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities
and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved
in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs
outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such
limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares
involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain
for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above,
but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).
(27)
Governing Law / Waiver of Jury Trial. The Deposit Agreement and the ADRs shall be interpreted in accordance with,
and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York
without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement, any
ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other
Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities,
as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities).
Holders and Beneficial Owners understand,
and each irrevocably agrees, by holding an ADS or an interest therein, that any legal suit, action or proceeding against or involving
the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated
hereby or thereby or by virtue of ownership thereof or having any interest therein, may be instituted in a state or federal court
in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or
hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction
of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners irrevocably agree, by holding an ADS or an
interest therein, that any such suit, action or proceeding may be instituted by or on behalf of a Holder or Beneficial Owner only
in such courts, unless the Depositary or the Company, as applicable, otherwise consents in writing. Holders and Beneficial Owners
agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or
interests therein.
EACH OF THE PARTIES TO THE DEPOSIT AGREEMENT
(INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF, OR RELATING
TO, THE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE).
(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:
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Name:
________________________________
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By:
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Title:
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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.
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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.
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__________________________
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SIGNATURE GUARANTEED
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All endorsements or assignments of ADRs must be guaranteed
by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc.
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A-27
PPDAI (NYSE:PPDF)
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부터 5월(5) 2024 으로 6월(6) 2024
PPDAI (NYSE:PPDF)
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부터 6월(6) 2023 으로 6월(6) 2024