AMERICAN
DEPOSITARY RECEIPT
EVIDENCING
AMERICAN DEPOSITARY SHARES
REPRESENTING
SHARES OF COMMON STOCK
OF
KUNLUN
ENERGY COMPANY
LIMITED
(Incorporated
under the laws of Bermuda [hereinafter the “Company”])
CITIBANK,
N.A., AS DEPOSITARY (HEREINAFTER THE “DEPOSITARY”), HEREBY CERTIFIES THAT
______________ IS THE OWNER OF _______________ AMERICAN DEPOSITARY
SHARES (“ADSs”) AND (i) THERE HAVE BEEN DEPOSITED WITH THE DEPOSITARY
OR ITS AGENT, NOMINEE, CUSTODIAN OR CORRESPONDENT, THE SECURITIES DESCRIBED
ABOVE OR EVIDENCE OF THE RIGHT TO RECEIVE SUCH SECURITIES, (ii) AT THE DATE
HEREOF EACH ADS EVIDENCED BY THIS RECEIPT REPRESENTS THE AMOUNT OF SUCH
SECURITIES SHOWN ABOVE DEPOSITED OR DEEMED TO BE DEPOSITED HEREUNDER AS PROVIDED
IN CLAUSE (i) ABOVE OR PARAGRAPH 7 OF THIS RECEIPT, (iii) FROM TIME TO TIME
HEREAFTER, EACH ADS EVIDENCED BY THIS RECEIPT SHALL REPRESENT SUCH NUMBER OF
SECURITIES, CASH AND/OR OTHER PROPERTY HELD BY, OR ON BEHALF OF, THE DEPOSITARY
IN PLACE OR ADDITION THEREOF (COLLECTIVELY, THE “DEPOSITED SECURITIES”), AND
(iv) THE NAME SPECIFIED ABOVE IS THE HOLDER OF THE ADS(s) EVIDENCED BY THIS
RECEIPT AND, EXCEPT AS OTHERWISE HEREIN EXPRESSLY PROVIDED, IS ENTITLED, UPON
SURRENDER AT THE DESIGNATED OFFICE OF THE DEPOSITARY (THE “DESIGNATED OFFICE”),
CURRENTLY LOCATED AT 388 GREENWICH STREET, NEW YORK, N.Y. 10013, OF
THIS RECEIPT DULY ENDORSED FOR TRANSFER, UPON PAYMENT OF THE CHARGES AS PROVIDED
ON THE REVERSE OF THIS RECEIPT AND IN COMPLIANCE WITH APPLICABLE LAWS AND
REGULATIONS TO DELIVERY AT THE OFFICE OF THE AGENT, NOMINEE, CUSTODIAN OR
CORRESPONDENT OF THE DEPOSITARY, TO A PERSON SPECIFIED BY THE HOLDER, OF THE
AMOUNT OF DEPOSITED SECURITIES REPRESENTED HEREBY OR EVIDENCE OF THE RIGHT TO
RECEIVE THE SAME.
THE TERM
“
BENEFICIAL OWNER
” SHALL
MEAN ANY PERSON WHO HAS A BENEFICIAL INTEREST IN ANY AMERICAN DEPOSITARY SHARE
EVIDENCED BY THIS RECEIPT.
THE TERM
“
HOLDER
” SHALL MEAN THE
PERSON IN WHOSE NAME THIS RECEIPT IS REGISTERED ON THE BOOKS OF THE DEPOSITARY
FROM TIME TO TIME.
THE TERM
“
SECURITIES ACT
” SHALL
MEAN THE U.S. SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO
TIME.
THE TERM
“
SHARES
” SHALL MEAN THE
SHARES OF THE COMPANY IDENTIFIED ABOVE, VALIDLY ISSUED AND OUTSTANDING AND FULLY
PAID, NON-ASSESSABLE AND FREE OF ANY PRE-EMPTIVE RIGHTS OF THE HOLDERS OF
OUTSTANDING SHARES OR INTERIM CERTIFICATES REPRESENTING SUCH
SHARES.
1. RECEIPTS.
This Receipt is one of a continuing issue of Receipts, all evidencing rights of
like tenor with respect to the Deposited Securities, and all issued or to be
issued upon the terms and conditions herein provided, which shall govern the
continuing arrangement by the Depositary with respect to initial deposits as
well as the rights of Holders and Beneficial Owners of Receipts subsequent to
such deposits. The legal entity resulting from the agreement herein
provided for is deemed to be the issuer of the Receipts and of the ADSs
evidenced thereby. The Depositary will not knowingly accept for
deposit any Shares required to be registered under the Securities Act unless a
registration statement is in effect as to such Shares. The Depositary
assumes no liability with respect to the validity, worth, susceptibility to
assessments or freedom from preemptive rights of the Deposited
Securities.
2. WITHDRAWAL OF
DEPOSITED SECURITIES.
The surrender of outstanding Receipts
and withdrawal of Deposited Securities may only be suspended for (i) temporary
delays caused by the closing of the transfer books of the Depositary or the
Company or the deposit of Shares in connection with voting at a shareholders'
meeting, or the payment of dividends, (ii) the payment of fees, taxes and
similar charges, (iii) compliance with any laws or governmental regulations
relating to the Receipts or to the withdrawal of Deposited Securities, or (iv)
any other reason that may at any time be specified in paragraph I(A)(1) of the
General Instructions to Form F-6, as from time to time in effect, or any
successor provisions thereto.
3. TRANSFER OF
RECEIPTS.
Until surrender of this Receipt in accordance with
the terms hereof, the Depositary will maintain at a designated office in the
Borough of Manhattan, The City of New York, a register for the registration of
Receipts and transfers of Receipts and where the Holders of Receipts may during
regular business hours inspect the transfer books or the list of Holders of
Receipts as maintained by the Depositary. The transfer of this
Receipt is registrable on the transfer books of the Depositary at its Designated
Office by the registered Holder hereof in person or by the duly authorized
attorney of the Holder, upon surrender of this Receipt properly endorsed for
transfer or accompanied by proper instruments of transfer and payment of funds
sufficient to pay any applicable taxes, governmental charges, and the fees and
expenses of the Depositary and upon compliance with such regulations, if any, as
the Depositary may establish for such purpose. This Receipt may be
split into other such Receipts, or may be combined with other such Receipts into
one Receipt, representing the same aggregate number of ADSs as the Receipt(s)
surrendered. Upon such split or combination not involving a transfer,
a charge will be made as provided herein. The Depositary may close
the transfer books at any time or from time to time when deemed expedient by it
in connection with the performance of its duties hereunder, subject to the
provisions to paragraph 2 hereof.
4. PROOF OF
CITIZENSHIP.
The Depositary may require any Holder,
Beneficial Owner, or person presenting securities for deposit against the
issuance of ADSs, from time to time, to file such proof of citizenship or
residence and to furnish such other information, by affidavit or otherwise, and
to execute such certificates and other instruments as may be necessary or proper
to comply with any laws or regulations relating to the issuance of ADSs or
transfer of Receipts, the receipt or distribution of dividends or other
property, or the taxation thereof or of Receipts, ADSs or Deposited Securities,
and the Depositary may withhold the issuance of ADSs or registration of transfer
of any Receipt or payment of such dividends or delivery of such property from
any Holder, Beneficial Owner or other person, as the case may be, who shall fail
to file such proofs, certificates or other instruments.
5. TRANSFERABILITY
AND RECORD OWNERSHIP OF RECEIPTS.
It is a condition of this
Receipt, and every successive Holder and Beneficial Owner of the ADSs
evidenced by this Receipt by accepting or holding the same consents and agrees,
that title to this Receipt, when properly endorsed or accompanied by proper
instruments of transfer, is transferable by delivery with the same effect as in
the case of a negotiable instrument; provided, however, that prior to the due
presentation of the Receipt for registration of transfer as above provided, and
subject to paragraph 14 hereof, the Depositary, notwithstanding any notice to
the contrary, may treat the person in whose name this Receipt is registered on
the books of the Depositary as the absolute owner hereof for the purpose of
determining the person entitled to distribution of dividends or other
distribution or to any notice pursuant to the terms hereof, and for all other
purposes.
6. LIMITATIONS ON
EXECUTION AND DELIVERY, AND
TRANSFER AND SURRENDER, OF
RECEIPTS
. Subject to the provisions of paragraph 2 hereof, the
delivery of ADSs against deposits of Shares generally or against deposits of
particular Shares may be suspended, or the registration of transfer of Receipts
in particular instances may be refused, or registration of transfer of
outstanding Receipts or the combination or split-up of Receipts generally may be
suspended, during any period when the transfer books of the Depositary are
closed, or if any such action is deemed necessary or advisable by the Depositary
at any time or from time to time because of any requirement of law or of any
government or governmental body or commission, or under any provision of this
Receipt, or for any other reason.
7. PRE-RELEASE OF
ADSs.
Notwithstanding any other provision of this Receipt,
the Depositary may (i) issue ADSs prior to the receipt of Shares and (ii)
deliver Shares prior to the receipt of ADSs for withdrawal of Deposited
Securities, 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
earnings thereon, shall be held for the benefit of the Holders (other than the
Applicant).
8. LIABILITY OF
HOLDER AND BENEFICIAL OWNERS FOR TAXES.
The Depositary shall
not be liable for any governmental taxes, assessments or charges or corporate
assessment or charges which may become payable in respect of the Deposited
Securities, but a ratable part of any and all of the same, whether such tax,
assessment or charge becomes payable by reason of any present or future law,
statute, charter provision, by-law, regulation or otherwise, shall be payable by
the Holder and Beneficial Owners hereof to the Depositary at any time upon
request. Upon the failure of the Holder of this Receipt to pay any
such amount, the Depositary may withhold dividends and other distributions and
may sell for account of such Holder the Deposited Securities corresponding to
all or any part of the amount of ADSs represented by this Receipt, and may apply
to proceeds in payment of such obligations, the Holder and Beneficial Owners
hereof remaining liable for any deficiency.
9. REPRESENTATIONS
AND WARRANTIES.
Every person presenting Shares for deposit
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, and (v) the
Shares presented for deposit are not required to be registered under the
Securities Act in connection with any offer or sale thereof in the United
States, 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 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, including,
without limitation, to cancel the applicable ADSs.
10. FURTHER
CONDITIONS.
This Receipt is issued, and all rights of the
Holders and Beneficial Owners hereof are expressly, subject to the terms and
conditions set forth on the face and the reverse of this Receipt, all of which
form a part of the contract contained in this Receipt and to all of which the
Holder and Beneficial Owners hereof by accepting any ADS evidenced by this
Receipt consent and agree.
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Countersigned:
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Citibank,
N.A., as Depositary
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Authorized
Officer
Date: _____________________
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Vice
President
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Reverse of
Receipt
11.
AVAILABLE
INFORMATION.
Based on the reasonable good faith belief of the
Depositary (after exercising reasonable due diligence), it was determined, at
the time of the filing of the applicable registration statement for the ADSs,
that the Company published in English the information contemplated in Rule
12g3-2(b) under the United States Securities Exchange Act of 1934, as amended
(the “
Exchange
Act
”), on its internet website or through an electronic information
delivery system generally available to the public in the Company's primary
trading market. As of the date of such filing, the Company's internet
website was www.cnpc.com.hk. The information so published by the
Company cannot be retrieved from the Commission's internet website, and cannot
be inspected or copied at the public reference facilities maintained by the
Commission. The Depositary does not assume any duty to determine if
the Company is complying with the requirements of Rule 12g3-2(b) under the
Exchange Act or to take any action if the Company is not complying with those
requirements.
12. NOTICES; VOTING
RIGHTS.
The Depositary shall be under no obligation to give
notice to the Holder or any Beneficial Owner of this Receipt of any meeting of
shareholders or of any report of or communication from the Company or of any
other matter concerning the affairs of the Company, except as herein expressly
provided. The Depositary undertakes to make available for inspection
by the Holder of this Receipt at its principal office any reports and
communications received by the Depositary or any agent, nominee, custodian or
correspondent of the Depositary from the Company which were both (a) received by
the Depositary as the holder of the Deposited Securities and (b) made generally
available to the holders of such Deposited Securities by the
Company. Such reports and communications will be available in the
language in which they were received by the Depositary from the Company except
to the extent, if any, that the Depositary in its sole discretion elects both
(i) to translate into English any of such reports or communications that were
not in English when received by the Depositary and (ii) to make any such
translation available for such inspection by Holders of the
Receipt. The Depositary has no obligation of any kind to translate
any of such reports or communications or to make any such translation available
for inspection. The Depositary shall not incur any liability to any
Holder or Beneficial Owner by reason of any such translation provided by the
Depositary, whether or not such translation was prepared by the
Depositary.
The
Depositary will, but only upon the written request of a Holder hereof and the
payment to the Depositary of any expenses involved, endeavor insofar as
practicable to exercise any then existing voting rights with respect to an
amount of the Deposited Securities represented hereby in accordance with such
request.
13. DISTRIBUTIONS.
Until the termination of the agreement evidenced by this Receipt in accordance
with the terms hereof, the Depositary shall distribute or otherwise make
available to the Holder hereof, at a time and in such a manner as it shall
determine, any distributions of cash and securities, subscription or other
rights, and any other distribution with respect to the Deposited Securities
represented by the ADSs evidenced by this Receipt, after deduction, or upon
payment, of the fees and expenses of the Depositary described in paragraph 20
below, and the withholding of any taxes in respect thereof; provided, however,
that the Depositary shall not make any distribution which in the opinion of
counsel may violate the Securities Act or any other applicable
law. In such case, the Depositary may sell such subscription or other
rights, securities or other property. In the event that the
Depositary elects not to make any such distribution it will notify the Holders
of the disposition thereof and proceeds of such sale. Any dividend or
other distribution received by the Depositary in cash in a currency other than
U.S. dollars shall, subject to the provisions of the following paragraph, be
converted into U.S. dollars and distributed as herein provided in U.S.
dollars. In lieu of distributing fractional ADSs, the Depositary may,
in its discretion, sell the amount of securities or property equal to the
aggregate of any fractional ADSs. The Depositary shall have
discretion as to the procedure to be followed in making subscription or other
rights available to any Holder or in disposing of such rights on behalf of any
Holder and making the net proceeds available to any Holder, provided that if by
the terms of such rights offering or for any other reason it would be unlawful
for the Depositary either to make such rights available to any Holder or dispose
of such rights and make the net proceeds from the sale of such rights available
to any Holder, then the Depositary may allow such rights to
lapse. Sales of subscription or other rights, securities or other
property by the Depositary may be made at such time and in such manner as the
Depositary may deem advisable, and in such case, the Depositary shall distribute
to the Holder hereof the net proceeds after deduction of its fees and expenses
described in paragraph 20 below and the withholding of taxes and governmental
charges in respect thereof.
If the
Depositary shall determine in its sole judgment that any cash distribution is
not convertible in its entirety, or with respect to the Holders of a portion of
the Receipts, on a practicable basis into U.S. dollars available to it in the
City of New York, or if any required approval or license of any government or
agency for such conversion is denied, or is not obtainable within a reasonable
period, the Depositary may in its discretion make such conversion and
distribution in U.S. dollars to the extent possible to the Holders entitled
thereto, at such time and rates of conversion as the Depositary shall deem
appropriate, and shall with respect to any such currency not converted or
convertible either (i) distribute such currency to the Holders entitled thereto
or (ii) hold such currency for the respective accounts of such Holders and
distribute appropriate warrants or other instruments evidencing rights to
receive such foreign currency.
14. RECORD
DATES.
Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall be made, or
whenever rights shall be issued, with respect to Deposited Securities, or
whenever the Depositary shall receive notice of any meeting of Holders of Shares
or other Deposited Securities, or whenever it is necessary in the opinion of the
Depositary to determine the Holders of Receipts, the Depositary will fix a
record date for the determination of the Holders generally or the Holders of
Receipts who shall be entitled to receive such dividend, distribution or rights,
or the net proceeds of the sale thereof, or to give instructions for the
exercise of voting rights at any such meeting. Surrender of this
Receipt for registration of transfer subsequent to any such record date and
prior to the date of payment, distribution or meeting shall not affect the right
of the Holder hereof on such record date to receive such payment or distribution
or to direct the manner of voting the Deposited Securities represented
hereby.
15. FORWARDING AND
DELIVERY OF DEPOSITED SECURITIES.
At any time the Depositary
may, in its sole discretion, cause any or all Deposited Securities to be
forwarded at the cost and risk of the Holders of the Receipts to the
Depositary's Designated Office or to the agent, nominee, custodian or
correspondent of the Depositary, to be held by the Depositary or such agent,
nominee, custodian or correspondent, in which case the Holder hereof shall have
the right only to (i) receive at the Designated Office of the Depositary or the
office of such agent, nominee custodian, or correspondent, or (ii) to have
forwarded, at the cost and risk of such Holder, to or upon the order of such
Holder at the address designated by the Holder, such an amount of Deposited
Securities as are represented hereby upon the surrender of this Receipt properly
endorsed or accompanied by proper instruments of transfer and upon payment of
the applicable fees, taxes and charges. The Depositary shall not
incur any liability to any Holder or Beneficial Owner of this Receipt by reason
of any such forwarding or failure to forward any or all Deposited
Securities.
16. CHANGE AFFECTING
DEPOSITED SECURITIES.
Upon (i) any change in nominal or par
value or any subdivision, combination or any other reclassification of the
Deposited Securities, or (ii) any recapitalization, reorganization, sale of
assets, receivership, bankruptcy, liquidation, merger or consolidation affecting
the Company or to which the Company is a party, or (iii) the redemption by an
issuer of Deposited Securities at any time of any or all of such Deposited
Securities (provided the same are subject to redemption), then and in any such
case the Depositary shall have the right to exchange or surrender such Deposited
Securities and accept and hold hereunder in lieu thereof other shares,
securities, cash or property to be issued or delivered in lieu of, or in
exchange for, or distributed or paid with respect to, such Deposited
Securities. Upon any such exchange or surrender, the Depositary shall
have the right, in its discretion, to call for surrender of this Receipt in
exchange (upon payment of fees and expenses of the Depositary and all applicable
taxes and governmental or other charges) for one or more new Receipts of the
same form and tenor as this Receipt, specifically describing such new shares,
securities, cash or property. In any such case the Depositary shall
have the right to fix a date after which this Receipt shall only entitle the
Holder to receive such new Receipt or Receipts. The Depositary shall
mail notice of any redemption of Deposited Securities to the registered Holders
of Receipts, provided that, in the case of any redemption of less than all of
the Deposited Securities, the Depositary shall draw in such manner as it shall
determine an equivalent number of ADSs and shall mail notice of redemption only
to the Holders of Receipts evidencing the ADS so drawn for redemption in whole
or in part. The sole right of the Holders of Receipts evidencing the
ADS designated for redemption after the mailing of any such notice of redemption
shall be to receive the cash, rights, and other property applicable to the same,
upon surrender to the Depositary (and upon payment of its fees and expenses and
governmental or other charges) of the Receipts evidencing such
ADSs.
17. LIABILITY OF
DEPOSITARY.
The Depositary assumes no obligation and shall
not incur any liability to any Holder or Beneficial Owner of this Receipt
(including, without limitation, liability with respect to the validity or worth
of the Deposited Securities and with respect to the time and rates for
conversion of any foreign currency into U.S. dollars) except that it
agrees to perform its obligations specifically set forth in the Receipt without
gross negligence or bad faith. The Depositary assumes no obligation
and shall not incur any liability to any Holder or Beneficial Owner of this
Receipt, if by reason of any provisions of any present or future law of the
United States of America, or of any state thereof, or of any foreign country, or
political subdivision thereof, or by reason of any provision, present or future,
of the charter, certificate of incorporation, memorandum or articles of
association, statutes, code of regulations, by-laws or resolutions of the
Company, the Depositary shall be prevented or forbidden from, or subjected to
any civil or criminal penalty or extraordinary expense on account of, doing or
performing any act or thing which by the terms hereof it is provided shall be
done or performed; nor shall the Depositary incur any liability to any Holder or
Beneficial Owner hereof by reason of any delay in the performance or
non-performance of any act or thing which by the terms hereof it is provided
shall be done or performed, caused as aforesaid or arising out of any act of God
or war or any other circumstances beyond its control or by reason of the
financial condition of any third party, or by reason of any exercise of, or
failure to exercise, any discretion provided for herein.
The
Depositary shall not be responsible for any failure to carry out any requests to
vote or for the manner or effect of any vote made either with or without
request, or for not exercising any right to vote. The Depositary
shall be under no obligation to appear in, prosecute or defend, any action, suit
or other proceeding in respect of any of the Deposited Securities or in respect
of the Receipts, which in its opinion may involve it in expense or liability,
unless indemnity satisfactory to it against all expense and liability be
furnished as often as may be required. The Depositary shall not be
liable for any action or non-action by it in reliance upon the advice of, or
information from, legal counsel, accountants, any person presenting Shares for
deposit, any Holder or Beneficial Owner or any other persons believed by it in
good faith to be competent to give such advice or information.
The
Depositary (and any of its affiliates) may become the owner of, and deal in,
securities of any class of the Company of the Deposited Securities, ADSs and
Receipts.
18. AMENDMENT OF
RECEIPTS.
The form of the Receipts may at any time and from
time to time be amended by the Depositary in any respect which it may deem
necessary or desirable. Any amendment which shall prejudice any
substantial existing right of Holders shall not become effective as to
outstanding Receipts until the expiration of thirty (30) days after notice of
such amendment shall have been given to the Holders of outstanding Receipts;
provided, however, that such thirty (30) days' notice shall in no event be
required with respect to any amendment which shall impose or increase any taxes
or other governmental charges, registration fees, cable, telex or facsimile
transmission costs, delivery costs or other such expenses. Every
Holder and Beneficial Owner of ADSs evidenced by this Receipt at the time any
amendment so becomes effective shall be deemed, by continuing to hold such ADSs,
to consent and agree to such amendment and to be bound by the agreement
evidenced in this Receipt as amended thereby. In no event shall any
amendment impair the right of the Holder of any Receipt to surrender this
Receipt and receive therefore the Deposited Securities represented by the
American Depositary Shares evidenced thereby, except in order to comply with
mandatory provisions of applicable law.
19. TERMINATION.
The Depositary may at any time terminate the agreement evidenced by this Receipt
and all other Receipts by mailing notice of such termination to the Holders of
all the Receipts then outstanding to them at their addresses appearing upon the
books of the Depositary, at least thirty (30) days prior to the date fixed in
such notice for termination. On and after such date of termination,
the Holder hereof, upon surrender of the Receipt at the Corporate Agency Office
of the Depositary, will be entitled to delivery of the amount of the Deposited
Securities represented hereby at the termination date upon the same terms and
conditions, and upon payment of a fee at the rates provided herein with respect
to the surrender of this Receipt for Deposited Securities and on payment of
applicable taxes and charges. The Depositary may convert any
dividends received by it in cash after the termination date in U.S. Dollars as
herein provided, and after deducting therefrom the fees and expenses of
Depositary and applicable taxes and governmental charges, hold the balance of
said dividends for the pro rata benefit of the Holders of the respective
Receipts. As to any Receipts not so surrendered within thirty (30)
days after such date of termination the Depositary shall thereafter have no
obligation with respect to the collection or disbursement of any subsequent
dividends or any subscriptions or other rights accruing on the Deposited
Securities. After the expiration of six months from such date of
termination, the Depositary may sell any remaining Deposited Securities in such
manner as it may determine, and may thereafter hold uninvested the net proceeds
of any such sale or sales together with any dividends received prior to such
sale or the U.S. Dollars received on conversion thereof, unsegregated and
without liability for any interest thereon, for the pro rata benefit of the
Holders of the Receipts which have not theretofore been surrendered for
cancellation, such Holders becoming general creditors of the Depositary with
respect to such proceeds. After making such sale, or if no such sale
can be made after the expiration of two years from such date of termination, the
Depositary shall be discharged from all obligation whatsoever to the Holders of
the Receipts, except to make distribution of the net proceeds of sale and of
such dividends (after deducting all fees, charges and expenses of the
Depositary) or of the Deposited Securities in case no sale can be made upon
surrender of the Receipts.
20. CERTAIN FEES AND
CHARGES OF DEPOSITARY.
The Depositary may charge depositary
transaction fees for (i) issuing ADSs upon the deposit of Shares, (ii)
delivering Deposited Securities against surrendered ADSs, (iii) transferring,
splitting or combining Receipts, (iv) distributing cash, Shares or other
property received in respect of the Deposited Securities, and (v) selling or
exercising rights or other entitlements, as well as depositary service fees in
respect of the ADSs outstanding and the Deposited Securities held. The
Depositary may also charge any fees, expenses, taxes and governmental charges
incurred, directly or indirectly, in respect of the ADSs, the Deposited
Securities and the depositary receipt program existing pursuant to this Receipt
and related receipts, including fees and expenses incurred for currency
conversions, for communications, for complying with regulatory requirements
applicable to Deposited Securities, and for registering, holding and delivering
Deposited Securities. The Depositary fees and charges may differ from those of
other depositaries and are payable by Holders and by persons depositing Shares
for the creation of ADSs or surrendering ADSs for cancellation and release of
Deposited Securities. The Depositary reserves the right to modify,
reduce or increase any fees or charges hereunder upon thirty (30) days' notice
to the Holder hereof. The Depositary will provide, without charge, a
copy of its latest fee and charges schedule to any party requesting
it.
21. GOVERNING
LAW.
This Receipt shall be interpreted in accordance with,
and all rights and obligations hereunder and provisions hereof shall be governed
by, the laws of the State of New York applicable to contracts made in and to be
performed in that state.
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PLEASE
INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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____________________________________________
Please
print or typewrite name and address of assignee
______________________________________________________________________________
of the within American Depositary Receipt and all rights and interest
represented thereby, and hereby irrevocably constitutes and appoints
__________________________________________ attorney to transfer the same on the
books of the within named Depositary, with full power of substitution in the
premises.
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Dated: _____________________
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Signature _____________________
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NOTE: The
signature to any endorsement hereon must correspond with the name as written
upon the face of the Receipt, in every particular, without alteration or
enlargement or any change whatever.
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 Receipt.
All
endorsements or assignments of Receipts must be guaranteed by an “eligible
institution” as such term is defined in Rule 17Ad-15 under the United States
Securities Exchange Act of 1934, as amended, having an office or correspondent
in the City of New York