Number
Each
American
Depositary
Share represents
One
Hundred Shares
Deutsche
Bank Trust Company Americas
American
Depositary Receipt
Evidencing
American
Depositary Shares
For
Ordinary Shares of
Kingdee
International Software Group Company Limited
(Incorporated
under the laws of
Cayman
Islands
)
Deutsche
Bank Trust Company Americas, as Depositary (hereinafter referred to as the
Depositary), hereby certifies that (i) at the date hereof there have been
deposited with the Depositary or its agent, nominee, custodian or correspondent
the Shares described above or evidence of the right to receive such Shares; (ii)
at the date hereof each American Depositary Share evidenced by this Receipt
represents the amount of such securities shown above and deposited or deemed to
be deposited hereunder as provided in clause (i) above or Article 7 of this
Receipt, as the case may be, (iii) from time to time hereafter, each American
Depositary Share evidenced by this Receipt shall represent such number of Shares
and any and all other shares, stock, securities, cash and/or other property held
by the Depositary in place thereof or in addition thereto (collectively, the
"Deposited Securities") as provided herein and (iv) ______________ or registered
assigns IS THE HOLDER OF _______________ AMERICAN DEPOSITARY SHARES evidenced by
this Receipt and, except as otherwise herein expressly provided, is entitled,
upon surrender at the office of the Depositary (the "Depositary's Office"), of
this Receipt duly endorsed for transfer, upon payment of the fees and charges as
provided on the reverse of this Receipt and in compliance with applicable laws
and governmental regulations, at the Holder's option (1) 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, or (2) to have
such Deposited Securities forwarded at such Holder's cost and risk to him at the
Depositary's Office.
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 or persons in whose name this Receipt is
registered upon the books of the Depositary from time to time. The
term "Securities Act of 1933" shall mean the United States Securities Act of
1933, as amended from time to time. The term "Shares" shall mean the
ordinary shares of Kingdee International Software Group Company Limited
heretofore validly issued and outstanding and fully paid, nonassessable and free
of any pre-emptive rights of the holders of outstanding Shares or hereafter
validly issued and outstanding and fully paid, nonassessable 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 provided herein, 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 Depositary will not knowingly accept for deposit any
Shares required to be registered under the provisions of the Securities Act of
1933 unless a registration statement is in effect as to such
Shares. The Depositary assumes no liability with respect to the
validity or worth of the Deposited Securities.
2.
Withdrawal of
Deposited Securities
.
The surrender of
outstanding Receipts and the withdrawal of Deposited Securities may only be
suspended for (i) temporary delays caused by closing the transfer books of the
Depositary or the issuer of the Deposited Securities 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 Receipts or to
the withdrawal of the 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 provision
thereto. Only whole Shares may be withdrawn.
3.
Transfer of
Receipts; Combination and Split-up of Receipts
.
Until the
surrender of this Receipt in accordance with the terms hereof, the Depositary
will keep at a designated transfer office in the Borough of Manhattan, The City
of New York, (a) a register for the registration and registration of 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 the Depositary's Office
in the City of New York by the Holder hereof in person or by duly authorized
attorney, upon surrender of this Receipt properly endorsed for transfer or
accompanied by proper instruments of transfer and payment of funds sufficient to
pay the fees and expenses of the Depositary and any applicable taxes and other
governmental charges 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 Deposited Securities as were
represented by the American Depositary Shares evidenced by the Receipt or
Receipts surrendered. Upon such split or combination not involving a
transfer, a charge may 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 of Article 2 hereof.
4.
Proof of
Citizenship or Residence
.
The Depositary
may require any Holder or Beneficial Owner of Receipts, or any person presenting
securities for deposit against the issuance of Receipts, 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 or transfer of Receipts, the receipt or
distribution of dividends or other property, or the taxation thereof or of
Receipts or Deposited Securities, and the Depositary may withhold the issuance
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
.
It is a condition
of this Receipt, and every successive Holder and Beneficial Owner of this
Receipt by accepting or holding the same consents and agrees, that title to this
Receipt, when properly endorsed or accompanied by proper instrument 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 this Receipt for registration of transfer as provided in
Article 3 hereof, and subject to the provisions of Article 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 persons entitled to
dividends or other distributions or to any notice pursuant to the terms hereof
and for all other purposes.
6.
Limitations on
Execution and Delivery, Transfer and Surrender of Receipts
.
Subject to the
provisions of Article 2 hereof, the delivery of Receipts 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
Receipts
.
Notwithstanding
any other provision of this Receipt, the Depositary may execute and deliver
Receipts prior to the receipt of Shares (each such transaction hereinafter
referred to as a "Pre-Release"). The Depositary may deliver Deposited
Securities upon the receipt and cancellation of Receipts which have been
pre-released, whether or not such cancellation is prior to the termination of
such Pre-Release or the Depositary knows that such Receipt has been
pre-released. The Depositary may receive Receipts issued by the
Depositary in lieu of Shares in satisfaction of a Pre-Release. Each
Pre-Release will be (a) preceded or accompanied by a written representation from
the person to whom the Receipts are to be delivered that such person, or its
customer, owns the Shares or Receipts to be delivered in satisfaction of a
Pre-Release, as the case may be, (b) at all times fully collateralized with cash
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 number of American Depositary Shares which is
outstanding at any time as a result of Pre-Releases will not normally exceed
thirty percent (30%) of the Shares deposited in accordance with the terms of
Receipts;
provided
,
however
, that the
Depositary reserves the right to change or disregard such limit from time to
time as it deems appropriate. The Depositary may retain for its own
account any compensation earned or received by it in connection with the
foregoing.
8.
Liability of
Holder for Taxes
.
The Depositary
shall not be liable for any governmental taxes, assessments or charges or
corporate assessments or charges which may become payable in respect of the
Deposited Securities or Receipts, 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 tax, statute, charter provision, by-law, regulation or otherwise,
shall be payable by the Holder of this Receipt 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 or other distributions,
or may sell for the account of such Holder all or any part of the Deposited
Securities represented by the American Depositary Shares evidenced by this
Receipt, and may apply such dividends or other distributions or the proceeds of
any such sale in payment of such tax, assessment or charge, and the Holder
hereof shall remain liable for any deficiency. If the Depositary determines that
any distribution in property other than cash on deposited shares is subject to
any tax that the Depositary or the Custodian is obligated to withhold, the
Depositary may dispose of all or a portion of such property in such amounts and
in such manner as the Depositary deems necessary and practicable to pay such
taxes, by public or private sale, and the Depositary shall distribute the net
proceeds of any such sale or the balance of any such property after deduction of
such taxes to the Holders entitled thereto.
9.
Representations
and Warranties
.
Every person
presenting Shares for deposit shall be deemed thereby to represent and warrant
that such Shares and, if applicable, each certificate therefor, are validly
issued, fully paid, nonassessable and free of any pre-emptive rights and that
the person making such deposit is duly authorized so to do. Each such
person shall also be deemed to represent that the Shares would not be required
to be registered under the Securities Act of 1933 in connection with the offer
or sale thereof in the United States. Such representations and
warranties shall survive the deposit of such securities and the issuance of
Receipts.
10.
Further
Conditions
.
This Receipt is
issued subject, and all rights of the Holder and Beneficial Owner hereof are
expressly subject, to the terms and conditions set forth on both sides of this
Receipt, all of which form a part of the agreement evidenced in this Receipt and
to all of which the Holder and Beneficial Owner hereof by accepting this Receipt
consent and agree.
Deutsche
Bank Trust Company Americas,
as
Depositary
By:
Attest:
The
Depositary's Office is currently located at 60 Wall Street, New York, New York
10005.
(REVERSE
OF RECEIPT)
11.
Available
Information
. As of the date of the establishment of the program for
issuance of Receipts by the Depositary, the Depositary had a good faith belief
(after limited investigation), that the issuer of the Deposited Securities
(hereinafter referred to as the "Issuer") publishes information in English
required to maintain the exemption from registration under Rule 12g3-2(b) under
the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of
1934") on its Internet Web site (www.kingdee.com) or through an electronic
information delivery system generally available to the public in its primary
trading market. Should such Issuer become subject to the periodic reporting or
other informational requirements under the Securities Exchange Act of 1934, it
will be required in accordance therewith to file reports and other information
with the U.S. Securities and Exchange Commission. The Depositary does
not assume any duty to determine if the Issuer is complying with the current
requirements of Rule 12g3-2(b) under the Securities Exchange Act of 1934 or to
take any action if the Issuer 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 Issuer or of any other matter concerning the affairs of
such Issuer, except as herein expressly provided. The Depositary
undertakes to make available for inspection by Holders of the Receipts at the
Depositary's Office any reports and communications received by the Depositary or
any agent, nominee, custodian or correspondent of the Depositary from the Issuer
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 Issuer. Such reports and communications will be
available in the language in which they were received by the Depositary from the
Issuer, 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
Receipts. 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.
Upon the
written request of the Holder hereof and the payment to it of any expenses and
costs involved, the Depositary will endeavor insofar as practicable to exercise
any then existing voting rights with respect to an amount of the deposited
shares represented hereby in accordance with such request.
13.
Distributions
.
Until the termination of the
agreement evidenced in 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 manner as it shall determine, any cash dividend, other cash
distribution, distribution of shares, subscription or other rights, or any other
distribution with respect to the amount of Deposited Securities represented by
the American Depositary Shares evidenced hereby, after deduction, or upon
payment of the fees and expenses of the Depositary described in Article 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 of 1933 or any other applicable law
and for which it shall not
have received adequate assurances with respect to compliance with such law or
laws, and, in such cases, the Depositary may sell such shares, subscription or
other rights, securities or other property. In the event that the
Depositary elects not to make any such distribution the Depositary need only
notify Holders of the disposition thereof and the proceeds, if any, of any such
sales. 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 shares, the Depositary may, in its discretion, sell the amount of
securities or property equal to the aggregate of any fractional
shares. 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 such 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 such 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 the fees and expenses of the Depositary described in Article 20
below and any applicable withholding taxes or other 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 reasonable 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 judgment 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, subject to Article 12
hereof, 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 Office or to any 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, in lieu of the option
set forth in clauses (1) and (2) of the first paragraph on the face hereof, the
right (i) to receive at no additional cost at the Depositary's Office or the
office of such agent, nominee, custodian or correspondent, as the case may be,
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 such Holder to the Depositary
in writing, such 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.
Changes Affecting
Deposited Securities
.
Upon (i) any
change in nominal or par value, or any split-up, combination or any other
reclassification, of any Deposited Securities, or (ii) any recapitalization,
reorganization, sale of assets, liquidation, receivership, bankruptcy, merger or
consolidation affecting the Issuer or to which it is a party, 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 any 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 other 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.
If
any of the Deposited Securities are redeemable, the Depositary shall have the
rights set forth in the preceding paragraph. The Depositary shall
mail notice of any redemption of Deposited Securities to the 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 American Depositary Shares and shall mail
notice of redemption only to the Holders of Receipts evidencing the American
Depositary Shares so drawn for redemption, in whole or in part. The
sole right of the Holders of Receipts evidencing American Depositary Shares
designated for redemption after the mailing of any such notice of redemption
shall be to receive the cash, rights and/or other property applicable to the
same, upon surrender to the Depositary (and upon payment of the fees and
expenses of the Depositary and any applicable taxes and governmental or other
charges) of the Receipts evidencing such American Depositary
Shares.
17.
Liability of the
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 this
Receipt without gross negligence or bad faith. In addition, the
Depositary 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, rule
or regulation of the United States of America, or of any state thereof, or of
any foreign country, or political subdivision thereof or of any governmental
entity or regulatory authority or stock exchange, or by reason of any provision,
present or future, of the charter or certificate of incorporation, memorandum or
articles of association, statutes, code of regulations, by-laws or resolutions
of the Issuer, the Depositary shall be prevented or forbidden from or subjected
to any civil or criminal penalty or extraordinary expenses on account of doing
or performing any act or thing which by the terms hereof 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 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 any exercise of, or
failure to exercise, any discretion provided for herein. In no event
shall the Depositary or any of its agents be liable for any indirect, special,
punitive or consequential damages.
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 expenses and liability be
furnished as often as may be required. The Depositary shall not incur
any liability to any Holder or Beneficial Owner of a Receipt for any action or
inaction by it in reliance upon the advice of or information from legal counsel,
accountants, any person presenting Shares for deposit, any Holder or Beneficial
Owner or any other person believed by it to be competent to give such advice or
information. The Depositary and any of its affiliates may each become
the owner of and deal in securities of any class of the Issuer and in
Receipts.
The
issuer of the Receipts is deemed to be the legal entity resulting from the
agreement evidenced in this Receipt.
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 of a Receipt at the time
any amendment so becomes effective shall be deemed, by continuing to hold such
Receipt, 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 such
Receipt and receive therefor the Deposited Securities represented by the
American Depositary Shares evidenced thereby, except in order to comply with
mandatory provisions of applicable law.
19.
Termination of
Agreement and Surrender of this Receipt
.
The Depositary
may at any time terminate the agreement evidenced in this Receipt and all other
Receipts by mailing notice of such termination to the Holders of all the
Receipts then outstanding at their addresses appearing upon the books of the
Depositary, at least thirty (30) days prior to the date fixed in such notice of
termination. On and after such date of termination the Holder hereof,
upon surrender of this Receipt at the Depositary's Office, will be entitled to
delivery of the amount of the Deposited Securities represented by the American
Depositary Shares evidenced hereby at such date of termination upon the same
terms and conditions, upon payment of a fee at the rates provided herein with
respect to the surrender of this Receipt for Deposited Securities and upon
payment of any applicable taxes and governmental or other
charges. The Depositary may convert any dividends received by it in
cash after the termination date into U.S. dollars as herein provided, and after
deducting therefrom the fees and expenses of the Depositary and taxes and other
governmental charges referred to herein, 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 appropriate, 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 interest thereon, for
the
pro rata
benefit of
the Holders of the Receipts which have not theretofore been surrendered for
cancellation, such Holders thereupon becoming general creditors of the
Depositary with respect to such net 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 obligations
whatsoever to the Holders and Beneficial Owners of the Receipts except to make
distributions 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 the Depositary
.
The
Depositary may charge any party depositing or withdrawing Shares, any party
transferring or surrendering Receipts, any party to whom Receipts are issued
(including issuance pursuant to a stock dividend or stock split or an exchange
of stock or distribution) or Holders, as applicable, (i) fees for the delivery
or surrender of Receipts and deposit or withdrawal of Shares, (ii) fees for
distributing cash, Shares or other property received in respect of Deposited
Securities, (iii) taxes and other governmental charges, (iv) registration or
custodial fees or charges relating to the Shares, (v) cable, telex and facsimile
transmission expenses, (vi) foreign currency conversion expenses and fees, (vii)
depositary servicing fees and (viii) any other fees or charges incurred by the
Depositary or its agents in connection with the Receipt program. The
Depositary's fees and charges may differ from those of other depositaries.
The Depositary reserves the right to modify, reduce or increase its fees
upon thirty (30) days' notice to the Holder hereof. The Depositary will
provide, without charge, a copy of its latest schedule of fees and charges 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.
All
actions and proceedings brought by any Holder or beneficial holder of this
Receipt against the Depositary arising out of or relating to the Shares or other
Deposited Securities, the American Depositary Shares or the Receipts, or any
transaction contemplated herein, shall be litigated only in courts located
within the State of New York.
EACH
HOLDER AND BENEFICIAL HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN
DEPOSITARY SHARES OR THE RECEIPTS, OR ANY TRANSACTION CONTEMPLATED HEREIN, OR
THE BREACH HEREOF, INCLUDING WITHOUT LIMITATION, ANY QUESTION REGARDING
EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).
FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING
NUMBER OF ASSIGNEE
(Please
print or typewrite name
and
address of assignee)
the within American Depositary Receipt and all rights and interests 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.
Dated
_____________ Signature
NOTE: The
signature to any endorsement hereon must correspond with the name as written
upon the face of this Receipt in every particular, without alteration or
enlargement or any change whatsoever.
If the
endorsement be executed by an attorney, executor, administrator, trustee or
guardian, the person executing the endorsement must give his 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, having an office or correspondent in The City
of New York.