As filed with the Securities and Exchange Commission on November
20, 2023 |
Registration No. 333 - 256887 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY
SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
lufax
holding ltd
(Exact name of issuer of deposited securities as
specified in its charter)
N/A
(Translation of issuer’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization
of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone number,
including area code, of depositary’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, N.Y. 10168
+1 (800) 221-0102
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
46th Floor, Jing An Kerry Centre, Tower
II
1539 Nanjing West Road
Shanghai
The People’s Republic of China
+86 21-6193-8200
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Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
United States of America
(212) 336-2301
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It is proposed that this filing become effective under Rule
466: |
☐ |
immediately upon filing. |
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☐ |
on (Date) at (Time). |
If a separate registration statement has been filed to register the deposited shares, check the following box: ☐ |
The Registrant hereby amends this Post-Effective Amendment No. 1 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
This Post-Effective Amendment No. 1 to Registration
Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts
together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
| Item 3. | DESCRIPTION
OF SECURITIES TO BE REGISTERED |
Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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1. |
Name of Depositary and address of its principal executive office |
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Face of Receipt - Introductory Article. |
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2. |
Title of Receipts and identity of deposited securities |
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Face of Receipt - Top Center. |
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Terms of Deposit: |
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(i) |
The amount of deposited securities represented by one American Depositary Share (“ADSs”) |
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Face of Receipt - Upper right corner. |
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(ii) |
The procedure for voting, if any, the deposited securities |
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Reverse of Receipt - Paragraphs (17)
and (18). |
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(iii) |
The collection and distribution of dividends |
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Reverse of Receipt – Paragraph (15). |
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(iv) |
The transmission of notices, reports and proxy soliciting material |
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Face of Receipt - Paragraph (14);
Reverse of Receipt – Paragraph (18). |
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(v) |
The sale or exercise of rights |
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Reverse of Receipt – Paragraphs (15) and (17).
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
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Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (15) and (17).
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(vii) |
Amendment, extension or termination of the deposit agreement |
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Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions). |
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Item Number and Caption |
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus |
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(viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs |
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Face of Receipt - Paragraph (14). |
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(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities |
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Face of Receipt – Paragraphs (2), (4), (6), (8), (9),
and (10).
Reverse of Receipt – Paragraph (25).
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(x) |
Limitation upon the liability of the Depositary |
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Face of Receipt - Paragraphs (8) and (12);
Reverse of Receipt - Paragraphs (15), (16), (18), (19), (20),
(21), and (25).
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(xi) |
Fees and charges which may be imposed directly or indirectly on holders of ADSs |
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Face of Receipt – Paragraph (11). |
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Item 4. |
AVAILABLE INFORMATION |
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Face of Receipt - Paragraph (14). |
The Company is subject to
the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”).
These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public
reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
PROSPECTUS
The Prospectus consists of the proposed form
of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(i)
to this Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| (a)(i) | Form of Amendment No. 1 to Deposit Agreement, by and among Lufax Holding Ltd (the “Company”),
Citibank, N.A. (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder.
– Filed herewith as Exhibit (a)(i). |
| (a)(ii) | Deposit Agreement,
dated as of November 3, 2020, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares
issued thereunder (the “Deposit Agreement”) ___ Previously filed as Exhibit (a) to the Form F-6 Registration
Statement (Reg. no.: 333-256887) with the Commission on June 8, 2021. |
| (b) | Dual Listing Letter Agreement, dated as of April 11, 2023, by and between the Company and the Depositary. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of
the deposited securities in effect at any time within the last three years. ___ None. |
| (d) | Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___
Previously filed as Exhibit (d) to the Form F-6 Registration Statement (Reg. no.: 333-256887) with the Commission on June 8, 2021. |
| (e) | Certificate under Rule 466. ___ None. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company.
___ Set forth on the signature pages hereto. |
| (a) | The Depositary undertakes to make available at the principal office of the Depositary in the United States,
for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both
(1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying
securities by the issuer. |
| (b) | If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare
a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a
copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS
thirty (30) days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement,
dated as of November 3, 2020, as proposed to be amended (the “Deposit Agreement”), by and among Lufax Holding Ltd,
Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder, certifies that it
has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on the 20th day of November, 2023.
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Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing a specified number of fully paid ordinary shares of Lufax Holding Ltd |
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CITIBANK, N.A., solely in its capacity as Depositary |
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By: |
/s/ Keith Galfo |
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Name: |
Keith Galfo |
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Title: |
Vice President |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Lufax Holding Ltd certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed
on its behalf by the undersigned thereunto duly authorized, in Shanghai, China, on November 20, 2023.
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LUFAX HOLDING LTD |
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By: |
/s/ Yong Suk Cho |
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Name: |
Yong Suk Cho |
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Title: |
Chairman of the Board and Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints each of Yong Suk Cho and Gregory Dean Gibb to act
as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead,
in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration
Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by
the following persons in the following capacities on November 20, 2023.
Signature |
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Title |
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/s/ Yong Suk Cho
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Chairman of the Board and Chief Executive
Officer
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Yong Suk Cho
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(Principal Executive Officer) |
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/s/ Gregory Dean Gibb
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Director and Co-Chief Executive Officer
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Gregory Dean Gibb
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/s/ Yonglin Xie |
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Director |
Yonglin Xie
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/s/ Xin Fu |
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Director
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Xin Fu
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/s/ Yuqiang Huang |
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Director |
Yuqiang Huang
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/s/ Rusheng Yang |
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Independent Director
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Rusheng Yang
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/s/ Weidong Li |
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Independent Director
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Weidong Li
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/s/ Xudong Zhang |
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Independent Director |
Xudong Zhang
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/s/ David Xianglin
Li |
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Independent Director |
David Xianglin
Li |
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/s/ David Siu
Kam Choy |
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Chief Financial
Officer
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David Siu
Kam Choy |
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(Principal Financial and Accounting Officer) |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
THE REGISTRANT IN THE UNITED STATES
Pursuant to the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Lufax Holding Ltd has signed this
Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in New York, New York, on November 20, 2023.
Cogency Global Inc., |
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Authorized Representative in the U.S. |
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By: |
/s/ Colleen A. De Vries |
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Name: Colleen A. De Vries |
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Title: Senior Vice President for and on
behalf of Cogency Global Inc |
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Index to Exhibits
Exhibit |
Document |
Sequentially
Numbered Page
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(a)(i) |
Form of Amendment No. 1 to
Deposit Agreement |
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(b) |
Dual Listing Letter Agreement |
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Exhibit (a)(i)
LUFAX HOLDING LTD
AND
CITIBANK, N.A.,
as Depositary,
and
THE HOLDERS AND BENEFICIAL OWNERS OF
AMERICAN DEPOSITARY SHARES
OUTSTANDING UNDER THE TERMS OF THE
DEPOSIT AGREEMENT, DATED AS OF NOVEMBER 3, 2020
Amendment No. 1
to
Deposit Agreement
Dated as of [l],
2023
Table of Contents
Page
ARTICLE I |
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DEFINITIONS |
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2 |
SECTION 1.01 |
Definitions |
2 |
SECTION 1.02 |
Effective Date |
2 |
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ARTICLE II |
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AMENDMENTS TO DEPOSIT AGREEMENT |
2 |
SECTION 2.01 |
Deposit Agreement |
2 |
SECTION 2.02 |
Amendments Binding on all Holders and Beneficial Owners |
2 |
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ARTICLE III |
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AMENDMENTS TO THE FORM OF ADR |
3 |
SECTION 3.01 |
ADR Amendment |
3 |
SECTION 3.02 |
Change of ADS Ratio |
4 |
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ARTICLE IV |
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REPRESENTATIONS AND WARRANTIES |
4 |
SECTION 4.01 |
Representations and Warranties |
4 |
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ARTICLE V |
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MISCELLANEOUS |
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5 |
SECTION 5.01 |
New ADRs |
5 |
SECTION 5.02 |
Notice of Amendment to Holders of ADSs |
5 |
SECTION 5.03 |
Indemnification |
6 |
SECTION 5.04 |
Ratification |
6 |
SECTION 5.05 |
Governing Law |
6 |
SECTION 5.06 |
Counterparts |
6 |
AMENDMENT NO. 1 TO
DEPOSIT AGREEMENT
AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
dated as of [l], 2023 (the “Amendment No. 1”), by and among Lufax
Holding Ltd, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”),
Citibank, N.A., a national banking association organized under the laws of the United States of America (the “Depositary”),
and all Holders and Beneficial Owners from time to time of American Depositary Shares issued and outstanding under the Deposit Agreement,
dated as of November 3, 2020.
WITNESSETH THAT:
WHEREAS, the Company
and the Depositary entered into that certain Deposit Agreement, dated as of November 3, 2020 (the “Deposit Agreement”),
for the creation of American Depositary Shares (“ADSs”) representing the Shares (as defined in the Deposit Agreement)
deposited thereunder and for the execution and delivery of American Depositary Receipts (“ADRs”) in respect of the
ADSs; and
WHEREAS, the Company
desires to (a) change the ADS-to-Share ratio from (i) the existing ratio of two (2) ADSs to one (1) Share to (ii) a new ratio of one (1)
ADS to two (2) Shares, (b) amend the Deposit Agreement, the ADRs currently outstanding, and the form of ADR annexed as Exhibit A
to the Deposit Agreement and (c) give notice thereof to all Holders (as defined in the Deposit Agreement) of ADSs; and
WHEREAS, pursuant to
Section 6.1 of the Deposit Agreement, the Company and the Depositary deem it necessary and desirable to amend the Deposit Agreement, the
ADRs currently outstanding and the form of ADR annexed to the Deposit Agreement as Exhibit A for the purposes set forth herein;
NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Depositary hereby agree
to amend the Deposit Agreement, the ADRs currently outstanding and the form of ADR annexed as Exhibit A to the Deposit Agreement
as follows:
ARTICLE
I
DEFINITIONS
SECTION
1.01
Definitions. Unless otherwise specified in this Amendment No. 1, all capitalized terms used, but not defined, herein
shall have the meanings given to such terms in the Deposit Agreement.
SECTION
1.02
Effective Date. The term “Effective Date” shall mean the date set forth above and as of which
this Amendment No. 1 shall become effective.
ARTICLE
II
AMENDMENTS TO DEPOSIT AGREEMENT
SECTION
2.01
Deposit Agreement. All references in the Deposit Agreement to the terms “Deposit Agreement” shall,
as of the Effective Date, refer to the Deposit Agreement, dated as of November 3, 2020, as amended by this Amendment No. 1 and as further
amended and supplemented after the Effective Date.
SECTION
2.02
Amendments Binding on all Holders and Beneficial Owners. From and after the Effective Date, the Deposit Agreement,
as amended by this Amendment No. 1, shall be binding on all Holders and Beneficial Owners of ADSs issued and outstanding as of the Effective
Date and on all Holders and Beneficial Owners of ADSs issued after the Effective Date.
ARTICLE
III
AMENDMENTS TO THE FORM OF ADR
SECTION
3.01
ADR Amendment. (a) The phrase in the top, right-hand corner of the Form of ADR attached as Exhibit A to
the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of
the Effective Date by deleting such phrase in its entirety and inserting the following in its stead:
“American Depositary Shares (each American Depositary Share
represents the right to receive two (2) fully paid ordinary shares)”
(b) The second sentence of the
introductory paragraph of the Form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding
under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such sentence in its entirety and inserting
the following in its stead:
“As
of the date of issuance of this ADR, each ADS represents the right to receive two (2) 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“).”
(c) The first sentence of paragraph
(1) of the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the
terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such sentence in its entirety and inserting the
following in its stead:
“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 3,
2020, and as amended by Amendment No. 1 to the Deposit Agreement, dated as of [l],
2023 (as amended and supplemented from time to time, the ”Deposit Agreement“), by and among the Company, the Depositary, and
all Holders and Beneficial Owners from time to time of ADSs issued thereunder.”
SECTION
3.02
Change of ADS Ratio. All references to the ADS-to-Share ratio made in the form of ADR attached as Exhibit A
to the Deposit Agreement and in each of the ADRs outstanding, as of the Effective Date, under the terms of the Deposit Agreement shall,
as of the Effective Date, refer to the ADS-to-Share ratio of one (1) ADS to two (2) Shares.
ARTICLE
IV
REPRESENTATIONS AND WARRANTIES
SECTION
4.01
Representations and Warranties. The Company represents and warrants to, and agrees with, the Depositary and the Holders
and Beneficial Owners, that:
(a)
This Amendment No. 1, when executed and delivered by the Company, and the Deposit Agreement and all other documentation executed
and delivered by the Company in connection therewith, will be and have been, respectively, duly and validly authorized, executed and delivered
by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance
with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles; and
(b)
In order to ensure the legality, validity, enforceability or admissibility into evidence of this Amendment No. 1 or the Deposit
Agreement as amended hereby, and other document furnished hereunder or thereunder in the Cayman Islands, neither of such agreements need
to be filed or recorded with any court or other authority in the Cayman Islands, nor does any stamp or similar tax need be paid in the
Cayman Islands on or in respect of such agreements; and
(c)
All of the information provided to the Depositary by the Company in connection with this Amendment No. 1 is true, accurate and
correct.
ARTICLE
V
MISCELLANEOUS
SECTION
5.01
New ADRs. From and after the Effective Date, the Depositary shall arrange to have new ADRs printed or amended that
reflect the changes to the form of ADR effected by this Amendment No. 1. All ADRs issued hereunder after the Effective Date, once such
new ADRs are available, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split up
of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, ADRs issued prior
or subsequent to the date hereof, which do not reflect the changes to the form of ADR effected hereby, do not need to be called in for
exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement.
The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing.
SECTION
5.02
Notice of Amendment to Holders of ADSs. The Depositary is hereby directed to send notices informing the Holders of
ADSs (i) of the terms of this Amendment No. 1, (ii) of the Effective Date of this Amendment No. 1, (iii) that the Holder of ADRs shall
be given the opportunity, but that it is unnecessary, to substitute their ADRs with new ADRs reflecting the changes effected by this Amendment
No. 1, as provided in Section 5.01 hereof, (iv) that Holders of Uncertificated ADSs do not need to take any action in connection with
this Amendment No. 1, and (v) that copies of this Amendment No. 1 may be retrieved from the Commission’s website at www.sec.gov
and may be obtained from the Depositary and the Company upon request.
SECTION
5.03
Indemnification. The Company agrees to indemnify and hold harmless the Depositary (and any and all of its directors,
employees and officers) for any and all liability it or they may incur as a result of the terms of this Amendment No. 1 and the transactions
contemplated herein.
SECTION
5.04
Ratification. Except as expressly amended hereby, the terms, covenants and conditions of the Deposit Agreement as
originally executed shall remain in full force and effect.
SECTION
5.05
Governing Law. This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of
New York without reference to its principles of choice of law.
SECTION
5.06
Counterparts. This Amendment No. 1 may be executed in any number of counterparts, each of which shall be deemed an
original, and all of such counterparts together shall be deemed an original, and all such counterparts together shall constitute one and
the same instrument.
[Reminder
of page intentionally left blank. Signatures on following page.]
IN WITNESS WHEREOF, the Company and the Depositary
have caused this Amendment No. 1 to be executed by representatives thereunto duly authorized as of the date set forth above.
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LUFAX HOLDING LTD |
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By: |
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Name: |
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Title: |
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CITIBANK, N.A., as Depositary |
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By |
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Name: |
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Title: |
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EXHIBIT A
Number |
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CUSIP NUMBER: |
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______________ |
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American Depositary Shares (each American Depositary Share
represents the right to receive two (2) fully paid ordinary shares) |
AMERICAN DEPOSITARY RECEIPT
for
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED ORDINARY SHARES
of
LUFAX HOLDING LTD
(Incorporated under the laws of the Cayman Islands)
CITIBANK, N.A., a national banking association organized
and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies that _____________is
the owner of ______________ American Depositary Shares (hereinafter “ADS”) representing deposited ordinary shares, including
evidence of rights to receive such ordinary shares (the “Shares”), of Lufax Holding Ltd, an exempted company with limited
liability incorporated and existing under the laws of the Cayman Islands, and its successors (the “Company”). As
of the date of issuance of this ADR, each ADS represents the right to receive two (2) 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 3, 2020,
and as amended by Amendment No. 1 to the Deposit Agreement, dated as of [l],
2023 (as amended and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and
all Holders and Beneficial Owners from time to time 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 of the Company (as in effect on
the date of the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement
and the Articles of Association of the Company, 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
entity, 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(s) evidencing the ADSs so Delivered), (ii) shall
direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) shall
direct the Custodian to Deliver, 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 ADS so canceled, of the Articles of Association, of any applicable laws and of the rules of the applicable book-entry settlement
entity, 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 thereof, (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 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 transfer of ADSs generally may be suspended, during
any period when the transfer books 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(a) 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
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) under the Securities Act.
(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 any 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. The Depositary agrees to use its reasonable efforts to forward, upon the request
of the Company and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any
such responses to such requests received by the Depositary.
(6) Ownership
Restrictions. Notwithstanding any other provision contained in this ADR or of the Deposit Agreement to the contrary, 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 the 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 held on behalf of such Holder
and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of such 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(a) 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, directors, 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 (i) any ADS held by such Holder and/or owned by such Beneficial Owner, (ii) the
Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial Owner in respect
of the ADSs and/or the Deposited Property represented thereby. Notwithstanding anything to the contrary contained in the Deposit Agreement
or this ADR, the obligations of Holders and Beneficial Owners under the 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 the terms of paragraph (25) and Section 7.8(a) 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 provided, in each case to the Depositary’s, the Registrar’s and the Company’s
satisfaction. The Depositary shall provide the Company, in a timely manner, with copies or originals if necessary and appropriate of (i)
any such proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties
which it receives from Holders and Beneficial Owners, and (ii) any other information or documents which the Company may reasonably request
and which the Depositary shall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or
ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company
if not provided by the Holders or Beneficial Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders
or Beneficial Owners.
(11) ADS
Fees and Charges. The following ADS fees are payable under the terms of the Deposit Agreement:
| (i) | ADS Issuance Fee: by any person for whom 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; |
| (ii) | ADS Cancellation Fee: by any person for whom 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; |
| (iii) | 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); |
| (iv) | 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; |
| (v) | 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); |
| (vi) | 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; |
| (vii) | Registration of ADS Transfer Fee: by any Holder of ADS(s) being transferred or by any person to whom ADSs are transferred,
a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) transferred (e.g., upon a registration of the transfer of registered
ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason); and |
| (viii) | ADS Conversion Fee: by any Holder of ADS(s) being converted or by any person to whom the converted ADSs are delivered, a fee
not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) converted from one ADS series to another ADS series (e.g., upon
conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs into freely transferrable ADSs,
and vice versa). |
The Company, Holders, Beneficial Owners, persons
depositing Shares or withdrawing Deposited Securities in connection with ADS issuances and cancellations, and persons for whom ADSs are
issued or cancelled shall be responsible for the following ADS charges under the terms of the Deposit Agreement:
| (a) | taxes (including applicable interest and penalties) and other governmental charges; |
| (b) | 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; |
| (c) | 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 Property or of the Holders and Beneficial Owners of ADSs; |
| (d) | in connection with the conversion of Foreign Currency, the fees, expenses, spreads, taxes and other charges of the Depositary and/or
conversion service providers (which may be a division, branch or Affiliate of the Depositary). Such fees, expenses, spreads, taxes and
other charges shall be deducted from the Foreign Currency; |
| (e) | any reasonable and customary out-of-pocket expenses incurred in such conversion and/or on behalf of the Holders and Beneficial Owners
in complying with currency exchange control or other governmental requirements; and |
| (f) | the fees, charges, costs and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the ADR program. |
All ADS fees and charges so payable may be deducted
from distributions or must be remitted to the Depositary, or its designee, and 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, any such change
(excluding any changes to the waiver by the Depositary of fees and charges contemplated in the Deposit Agreement) may be made 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 for (i) the issuance of ADSs
and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the Depositary (in the case of
ADS issuances) and by the person for whom 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. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs
are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another
series, the ADS conversion fee will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are
delivered.
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 Depositary shall
also provide or make available to Holders copies of such reports when furnished by the Company pursuant to Section 5.6 of the Deposit
Agreement.
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 at the reasonable written request of the Company subject, in all cases, to paragraph (25) and Section 7.8(a)
of the Deposit Agreement.
Dated:
CITIBANK, N.A.
Transfer Agent and Registrar |
CITIBANK, N.A.
as Depositary |
|
|
By: __________________________________ |
By: __________________________________ |
Authorized Signatory |
Authorized Signatory |
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 confirmation of the 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 any amounts are received in a Foreign
Currency, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (subject to the terms and
conditions of 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 set forth in the Fee Schedule attached as Exhibit B to the Deposit Agreement and (b) applicable
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 in Section 4.1 of the Deposit Agreement,
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 in Section 4.2 of the Deposit Agreement, 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 Company and the Depositary shall determine in accordance with
the Deposit Agreement whether such distribution is lawful and reasonably practicable. 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 Section 5.7 of the Deposit Agreement. If the above conditions are satisfied, the Depositary
shall establish the ADS Record Date on the terms described in paragraph (17) and Section 4.9 of the Deposit Agreement and establish procedures
to enable the Holder hereof to elect the receipt of 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 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 or Holders generally
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 in Section 4.3 of the Deposit Agreement, 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 Holders only if (i) the Company shall have timely requested that such rights be made available
to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement,
and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. In the event any of the conditions
set forth above are not satisfied or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary
shall proceed with the sale of the rights as contemplated in Section 4.4(b) of the Deposit Agreement. 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 to (x) distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) 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) deliver ADSs upon the valid exercise of such rights. The Company shall assist
the Depositary to the extent necessary in establishing such procedures. 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 Company shall
assist the Depositary to the extent necessary to determine such legality and practicability. 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 Section 4.4
of 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 reasonably satisfactory to the Depositary, to the effect that the offering
and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions of
the Securities Act or any other applicable laws. In the event that the Company, the Depositary or the Custodian shall be required to withhold
and does withhold from any distribution of 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 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 satisfactory documentation within the terms of
Section 5.7 of 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.
(16) Redemption.
Upon timely receipt of notice from the Company that it intends to exercise its right of redemption in respect of any of the Deposited
Securities, and satisfactory documentation, 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
in Section 4.7 of the Deposit Agreement, 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 (a) 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),
(b) for any reason the Depositary causes a change in the number of Shares that are represented by each ADS, (c) the Depositary
shall receive notice of any meeting of, or solicitation of consents or proxies of, holders of Shares or other Deposited Securities, or
(d) 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 affects the Deposited Securities). Subject to applicable law, the terms and conditions
of this ADR and Sections 4.1 through 4.8 and to the other terms and conditions 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 or 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 of the
Company is by show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded. The Depositary
will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Under the Articles of Association as in effect
on the date of the Deposit Agreement, a poll may be demanded by the chairman of such meeting or one or more shareholders present in person
or by proxy and representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at 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: (a) in the event voting takes place at a shareholders’ meeting by a show of hands, the Depositary will instruct
the Custodian to vote all Deposited Securities in accordance with the voting instructions received timely from a majority of Holders of
ADSs who provided voting instructions, and (b) 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 timely received from the Holders
of ADSs. If voting is by poll and the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before
the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall 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 adversely affected.
Deposited Securities represented by ADSs for which
no timely voting instructions are received by the Depositary from the Holder shall not be voted (except (a) 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 timely voting instructions, and (b) as contemplated in Section 4.10 of the Deposit
Agreement). 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.
Notwithstanding anything to the contrary contained
herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions
have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing
quorum at a meeting of shareholders.
Notwithstanding 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 and as permitted by the laws of the Cayman Islands 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 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 evidencing such
ADSs 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 reasonably 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 or thing which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent
not limited by paragraph (25) hereof and Section 7.8(b) of the Deposit Agreement) (i) if the Depositary, the Custodian, the Company or
their respective agents shall be prevented or forbidden from, hindered or delayed in, doing or performing any act or thing required or
contemplated 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 other circumstances
beyond its control (including, without limitation, fire, flood, earthquake, tornado, hurricane, tsunami, explosion, or other natural disaster,
nationalization, expropriation, currency restriction, work stoppage, strikes, civil unrest, acts of war (whether declared or not) or terrorism,
revolution, rebellion, embargo, computer failure, failure of public infrastructure (including communication or utility failure), failure
of common carriers, nuclear, cyber or biochemical incident, any pandemic, epidemic or other prevalent disease or illness with an actual
or probable threat to human life, any quarantine order or travel restriction imposed by a governmental authority or other competent public
health authority, or the failure or unavailability of the United States Federal Reserve Bank (or other central banking system) or DTC
(or other clearing system)), (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,
(v) for any action or inaction of any clearing or settlement system (and any participant thereof) for the Deposited Property or the ADSs,
or (vi) 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.
(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, for the value of any Deposited Property or any distribution thereon, for
any interest on Deposited Property, 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 commercially reasonable 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, and 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 existing 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).
Notwithstanding anything contained in the Deposit
Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need
for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs
and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary,
upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the
applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by
the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.
(25) Compliance
with, and No Disclaimer under, U.S. Securities Laws. (a) 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.
(b) Each
of the parties to the Deposit Agreement (including, without limitation, each Holder and Beneficial Owner) acknowledges and agrees that
no provision of the Deposit Agreement or any ADR shall, or shall be deemed to, disclaim any liability under the Securities Act or the
Exchange Act, in each case to the extent established under applicable U.S. laws.
(26) No
Third Party Beneficiaries/Acknowledgements. The Deposit Agreement is for the exclusive benefit of the parties hereto (and their
successors) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except to the
extent specifically set forth in the Deposit Agreement. Nothing in the Deposit Agreement shall be deemed to give rise to a partnership
or joint venture among the parties nor establish a fiduciary or similar relationship among the parties. The parties hereto acknowledge
and agree that (i) Citibank and its Affiliates may at any time have multiple banking relationships with the Company, the Holders, the
Beneficial Owners, and their respective Affiliates, (ii) Citibank and its Affiliates may own and deal in any class of securities of the
Company and its Affiliates and in ADSs, and may be engaged at any time in transactions in which parties adverse to the Company, the Holders,
the Beneficial Owners or their respective Affiliates may have interests, (iii) the Depositary and its Affiliates may from time to time
have in their possession non-public information about the Company, the Holders, the Beneficial Owners, and their respective Affiliates,
(iv) nothing contained in the Deposit Agreement shall (a) preclude Citibank or any of its Affiliates from engaging in such transactions
or establishing or maintaining such relationships, or (b) obligate Citibank or any of its Affiliates to disclose such information, transactions
or relationships, or to account for any profit made or payment received in such transactions or relationships, (v) the Depositary shall
not be deemed to have knowledge of any information any other division of Citibank or any of its Affiliates may have about the Company,
the Holders, the Beneficial Owners, or any of their respective Affiliates, and (vi) the Company, the Depositary, the Custodian and their
respective agents and controlling persons may be subject to the laws and regulations of jurisdictions other than the U.S. and the Cayman
Islands, and the authority of courts and regulatory authorities of such other jurisdictions, and, consequently, the requirements and the
limitations of such other laws and regulations, and the decisions and orders of such other courts and regulatory authorities, may affect
the rights and obligations of the parties to the Deposit Agreement.
(27) Governing
Law / Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs 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 to the contrary, 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 by holding
an American Depositary Share or an interest therein such Holders and Beneficial Owners each irrevocably agrees, that any legal suit,
action or proceeding against or involving the Company or the Depositary, regardless of whether such legal suit, action or proceeding also
involves parties other than the Company or the Depositary (including, but not limited to, any underwriters retained by the Company), arising
out of or relating in any way to the Deposit Agreement, American Depositary Shares or Receipts, or the transactions contemplated
hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, may only be
instituted in the United States District Court for the Southern District of New York (or, if the Southern District of New York lacks
subject matter jurisdiction over a particular dispute, in the state courts of New York County, New York), and by holding an American Depositary
Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such
proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Holders
and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership
of American Depositary Shares 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: |
Name: ________________________________ |
|
By: |
|
Title: |
|
|
|
NOTICE: The signature of the Holder to this assignment must
correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any
change whatsoever. |
|
|
|
If the endorsement be executed by an attorney, executor, administrator,
trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority
to act in such capacity, if not on file with the Depositary, must be forwarded with this ADR. |
__________________________ |
|
SIGNATURE GUARANTEED |
|
|
All endorsements or assignments of ADRs must be guaranteed
by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc. |
Legends
[The ADRs issued in respect of Partial Entitlement American Depositary
Shares shall bear the following legend on the face of the ADR: “This ADR evidences ADSs representing ‘partial entitlement’
Shares of the Company and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are ‘full
entitlement’ Shares) issued and outstanding at such time. The ADSs represented by this ADR shall entitle holders to distributions
and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”]
EXHIBIT B
Form of Depositary Notice
NOTICE OF ADS RATIO CHANGE
To Holders of American Depositary Shares (“ADSs”)
of Lufax Holding Ltd
Company: |
Lufax Holding Ltd, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands. |
Depositary: |
Citibank, N.A. |
Custodian: |
Citibank, N.A. - Hong Kong. |
Existing ADS-to-Share Ratio: |
Each two (2) ADSs represent one (1) fully paid ordinary share of the Company (the “Share(s)”). |
New ADS-to-Share Ratio: |
One (1) ADS represents two (2) Shares. |
Deposit Agreement: |
Deposit Agreement, dated as of November 3, 2020, by and among the Company, the Depositary, and the Holders and Beneficial Owners of ADSs issued thereunder (the “Deposit Agreement”). |
ADS Symbol: |
LU.* |
Existing ADS ISIN: |
US54975P1021.* |
New ADS ISIN: |
US54975P2011.* |
Existing ADS CUSIP: |
54975P102.* |
New ADS CUSIP: |
54975P201.* |
Effective Date: |
December 15, 2023. |
ADS Books Closure to ADS Issuances and Cancellations: |
December 11, 2023 (5:00 p.m. New York City time) until December 15, 2023 (5:00 p.m. New York City time). |
* ADS Symbol, ADS ISINs and ADS CUSIP Nos. are provided as a
convenience only and without any liability for accuracy.
The Company and the Depositary
have agreed to change the Existing ADS-to-Share Ratio (the “ADS Ratio Change”) as of the Effective Date as follows:
|
Existing
ADS-to-Share Ratio: |
Two (2)
ADSs to one (1) Share |
|
New ADS-to-Share Ratio: |
One (1) ADS to two (2) Shares |
Following the Effective Date
for the ADS Ratio Change, each ADS will represent two (2) Shares.
As a result of the ADS Ratio
Change, the CUSIP number for the ADSs will change as follows:
|
Existing ADS CUSIP: |
54975P102 |
|
New ADS CUSIP: |
54975P201 |
In connection with the ADS Ratio Change, Holders
of ADSs as of the Effective Date will be charged a Depositary fee of $0.05 per ADS cancelled.
You do not need to take any
action for existing ADSs held via the Direct Registration System (the “DRS”). The new ADSs will be issued as “uncertificated
ADSs” in DRS form and will be credited to an account in the name of the existing ADS holders on the books of the Depositary. The
DRS statements reflecting the exchange of existing ADSs for new ADSs will be mailed to holders of uncertificated ADSs held via the DRS
promptly after the Effective Date.
Holders of ADRs are required to surrender their
ADRs to receive their new ADSs at the rate of 0.25 ADS for each existing ADS surrendered.
No fractional ADSs will be
issued. Cash in lieu of fractional entitlements to ADSs will be distributed at a rate based upon the net proceeds received by the Depositary
for the sale of the aggregate of the fractional ADS entitlements.
The Depositary has filed (x)
a form of Amendment No. 1 to the Deposit Agreement, and (y) a form of ADR that reflects the new ADS-to-Share ratio with the U.S. Securities
and Exchange Commission (the “SEC”) under cover of Post-Effective Amendment No. 1 to Registration Statement on Form
F-6. A copy of the filing is available from the SEC’s website at www.sec.gov under Registration Number 333-256887.
If you have any questions
about the above amendment and exchange, please call Citibank ADR Shareholder Services at 1-877-248-4237. Copies of the Deposit Agreement
and of Amendment No. 1 to the Deposit Agreement are available at the principal offices of the Depositary at 388 Greenwich Street, New
York, NY 10013 and can also be retrieved from the SEC’s website at www.sec.gov under Registration Number 333-256887.
Date: [l] |
Citibank, N.A. as Depositary |
B-2
Exhibit (b)
Lufax Holding Ltd
No. 1333 Lujiazui Ring Road 15/F
Pudong New District, Shanghai
People’s Republic of China
As of April 11, 2023
Citibank, N.A. – ADR Department
388 Greenwich Street
New York, New York 10013
Re: Proposed Listing of Lufax Holding Ltd Ordinary
Shares in Hong Kong
Ladies and Gentlemen:
Reference is made to the Deposit
Agreement, dated as of November 3, 2020, and as may be amended and supplemented from time to time (the “Deposit Agreement”),
by and among Lufax Holding Ltd, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands
(the “Company”), Citibank, N.A., a national banking association (“Citibank”) organized and existing
under the laws of the United States of America, as Depositary (the “Depositary”), and all Holders and Beneficial Owners
of American Depositary Shares (the “ADSs”) issued thereunder. The Company and the Depositary may in the future enter
into, pursuant to Section 2.14 of the Deposit Agreement, supplemental letter agreement(s) (such agreements, “Restricted ADS Agreement(s)”)
to enable the issuance of Restricted ADSs (as defined in the Deposit Agreement and hereinafter used as so defined) and the transactions
contemplated therein. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit
Agreement.
The Company hereby informs
the Depositary of the following:
| a) | Application has been made for the proposed listing of the Company’s ordinary shares (the “Shares”)
for trading on the Main Board of The Stock Exchange of Hong Kong Limited by way of introduction (the “HK Listing”),
and that, in connection with the HK Listing, the Company will establish in Hong Kong a Register of Members (the “HK Register”); |
| b) | The Company has appointed Tricor Investor Services Limited as the Hong Kong Registrar (the “HK
Registrar”) to maintain the HK Register, and the Company and the HK Registrar have arranged for the Shares to be eligible for
delivery into, and settlement via, the Hong Kong Central Clearing and Settlement System (the “CCASS”); and |
| c) | The Company arranged for the registration of a certain number of Shares on the HK Register to be specified
by the Company to the Depositary from time to time, and for the remaining Shares, including but not limited to, Shares that are “Restricted
Securities” as defined in the Deposit Agreement (the “Restricted Shares”) and treasury shares held by the
Depositary (including treasury shares issued for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards
granted under the share incentive plans of the Company and ADSs repurchased by the Company from the open market) to be registered only
on the Company’s Register of Members maintained in the Cayman Islands (the “Cayman Register”). |
| d) | In connection with the HK Listing, a certain number of Shares will be borrowed from an Affiliate shareholder
of the Company by certain designated dealers for market-making purposes, and the Company has registered the resale of those Shares included
with the United States Securities and Exchanges Commission under the Securities Act of 1933, as amended, pursuant to a Registration Statement
on Form F-3 (No. 333-271209) and a prospectus supplement, dated April 11, 2023. |
The purpose and intent of
this Letter Agreement is to supplement the Deposit Agreement, the ADR(s), and any Restricted ADS Letter Agreement(s) for the purpose of
accommodating the HK Listing. From and after the date hereof, any reference to the “Deposit Agreement” in the Deposit Agreement,
any ADR(s), and any Restricted ADS Agreement(s), shall (in accordance with Section 1.13 of the Deposit Agreement) mean the Deposit Agreement
as supplemented by this Letter Agreement. The Company and the Depositary agree that this Letter Agreement shall be filed as an exhibit
to the Company’s next Registration Statement on Form F-6 filed in respect of the ADSs registered under the Securities Act when necessary.
In connection with the HK
Listing, and the establishment and maintenance of the HK Register, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Depositary agree, for purposes of managing the Company’s ADR program after the
HK Listing, and after the establishment of the HK Register, to supplement the Deposit Agreement, the ADR(s), and any Restricted ADS Letter
Agreement(s) as follows:
| 1. | The registration of the Company-designated number of the Shares (the “Freely Transferable Shares”)
constituting Deposited Securities in respect of ADSs (other than Shares that may be held in custody in respect of any Restricted ADSs
outstanding from time to time and treasury shares held by the Depositary (the “Treasury Shares”) (including treasury
shares held in respect of bulk issuances of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the
share incentive plans of the Company and ADSs repurchased by the Company from the open market)), such number of Shares being indicated
in the allocation letter substantially in the form of Attachment I hereto, will be transferred from the Cayman Register and registered
on the HK Register (the registration of any Shares constituting Deposited Securities in respect of Restricted ADSs are to remain on the
Cayman Register), such Freely Transferable Shares (the “HK Shares”) shall be dematerialized for contribution to CCASS
for delivery to CCASS account of the Custodian (the “Dematerialization of the HK Shares”), and the Custodian shall
hold the HK Shares after Dematerialization of the HK Shares in custody via CCASS. The Company and the Depositary shall cause all requisite
actions to be taken for the HK Shares to be so dematerialized, re-registered, contributed to CCASS and deposited with the Custodian in
its custody account at CCASS; and |
| 2. | From and after the Dematerialization of the HK Shares, all deposits of HK Shares for the issuance of ADSs
(other than Restricted ADSs and Treasury Shares), and all withdrawals of HK Shares upon cancellation of ADSs (other than Restricted ADSs
and Treasury Shares), will be made into and from the Custodian’s account at CCASS, and all corporate actions in respect of such
HK Shares shall be processed via CCASS and shall be subject to the rules and procedures applicable to CCASS-eligible securities (unless
otherwise agreed by the Company and the Depositary). Any deposits of HK Shares may, from and after the Dematerialization of the HK Shares
and notwithstanding any prior instructions from the Company to the contrary, be accepted by the Custodian on behalf of the Depositary
via CCASS without the need for prior consent from the Company. After the Dematerialization of the HK Shares, any deposits of Shares on
the Cayman Register will be accepted only upon the Company’s consent, and once so accepted for deposit, the Depositary shall implement
the necessary processes under the terms of the Deposit Agreement and any Restricted ADS Agreement(s) to convert such Shares into HK Shares
from time to time (but only if such Shares are not Restricted Shares (as hereinafter defined)). The Depositary shall implement the necessary
processes under the terms of the Deposit Agreement and of the Restricted ADS Agreement(s) to accept deposits of HK Shares for the purpose
of issuance of ADSs (other than Restricted ADSs), and process withdrawals of HK Shares upon cancellation of ADSs (other than Restricted
ADSs), via the Custodian’s account at CCASS; and |
| 3. | The registration of Restricted Shares constituting Deposited Securities in respect of Restricted ADSs
and Treasury Shares held by the Depositary will remain on the Company’s Cayman Register, and the Custodian shall be instructed by
the Depositary to hold the Restricted Shares in custody on the Cayman Register after Dematerialization of the HK Shares. All deposits
of Restricted Shares for the issuance of Restricted ADSs, and all withdrawals of Restricted Shares upon cancellation of Restricted ADSs,
will continue to be made into and from the Restricted Shares position registered in the name of the Custodian (or its nominee) on the
Cayman Register, subject in each case to the limitations applicable to such deposits and withdrawals set forth in the applicable Restricted
ADS Agreement(s), and all corporate actions in respect of such Restricted Shares shall be processed via the Cayman Register and the registrar
for the Cayman Register appointed by the Company from time to time. Any deposits of Restricted Shares shall be accepted by the Custodian
on behalf of the Depositary only via the Cayman Register and only upon prior consent from the Company. The Depositary shall implement
the necessary processes under the terms of the Deposit Agreement and the applicable Restricted ADS Agreement(s) to continue to accept
deposits of Restricted Shares for the purpose of issuance of Restricted ADSs, and process withdrawals of Restricted Shares upon cancellation
of Restricted ADSs, via the Restricted Shares registered in the name of the Custodian or its nominee on the Cayman Register. In addition,
in connection with any conversion of Restricted ADSs into freely transferable ADSs upon the terms of any Restricted ADS Agreement(s),
the Depositary shall implement the requisite procedures for, and the Company hereby consents to, the conversion of the corresponding Restricted
Shares into HK Shares and the deposit of such HK Shares into the Custodian’s account at CCASS, including by instructing the transfer
of such Shares from the Cayman Register to the HK Register. Notwithstanding anything to the contrary herein, and for the avoidance of
doubt, the Company may, in certain circumstances with the prior consent of the Depositary and subject to implementation of satisfactory
securities law compliance procedures in place to prevent the Shares that are “Restricted Securities” (as defined in the Deposit
Agreement) from being deposited for issuance of freely transferrable ADSs, arrange for the transfer or migration of Cayman Shares that
are Restricted Shares from the Cayman Register to be registered on the HK Register, and may permit the registration of Restricted Shares
on the HK Register; and |
| 4. | Treasury Shares will continue to be held on the Cayman Register and shall be transferred to the HK Register
and dematerialized into CCASS only after the Company (i) informs the Depositary that the ADSs representing such Treasury Shares have been
delivered to third parties and are freely transferrable ADSs in the possession of such holders, and (ii) instructs the Depositary to move
such Shares to the HK Register for dematerialization into CCASS; and |
| 5. | In considering the laws and regulations relevant to the management and operation of the Company’s
ADR program under the terms of the Deposit Agreement (including, without limitation, this Letter Agreement and any Restricted ADS Agreement(s)),
the Company and the Depositary shall consider the laws of the Cayman Islands, the U.S. and Hong Kong, as applicable; and |
| 6. | The Company may from time to time transfer or migrate such number of Shares that are not “Restricted
Securities” (as defined in the Deposit Agreement) as the Company deems appropriate from the Cayman Register to be registered on
the HK Register, or vice versa, pursuant to documentation as is required by the Cayman Registrar and HK Registrar; and |
| 7. | The Company shall from time to time (i) inform the Depositary of the ADSs repurchased in the open market,
and (ii) if applicable, instruct the Depositary to arrange for the registration of corresponding Shares on the Cayman Register. |
| 8. | The terms of this Letter Agreement supplement the Deposit Agreement, and are not intended to materially
prejudice any substantial existing rights of Holders or Beneficial Owners of ADSs and, as a result, notice may be given, but is not required
to be given, of the terms hereof to Holders of ADSs under the Deposit Agreement; and |
| 9. | The Depositary shall promptly after the date hereof distribute to Holders of ADSs a Depositary Notice
substantially in the form of Attachment II hereto; and |
| 10. | In connection with the HK Listing and the adjustments described above, the Depositary’s books will
be closed to ADS cancellations from the close of business in New York on April 7, 2023 until the close of business in New York on April
14, 2023. |
The Company hereby represents
and warrants that (a) issued and outstanding Shares have been validly issued under applicable Cayman Islands and Hong Kong law and its
Articles of Association, and are of the same class as, and rank pari passu with, the Shares registered on the Cayman Register,
(b) the deposits and withdrawals from time to time of HK Shares, in each case upon the terms contemplated herein, do not violate applicable
Cayman Islands or Hong Kong laws or its Articles of Association, (c) all approvals required under Hong Kong and Cayman Islands laws to
permit the deposit and withdrawal of HK Shares, in each case upon the terms contemplated herein, will be obtained, (d) none of the terms
of this Letter Agreement, and none of the transactions contemplated in this Letter Agreement, violate any court judgment or order issued
against the Company or any material contract to which it is a party, and (e) it shall not permit any Shares that are “Restricted
Securities” (as defined in the Deposit Agreement) to be transferred from registration on the Cayman Register to registration
on the HK Register unless procedures satisfactory to the Company and the Depositary are in place to prevent such Shares from being deposited
for the issuance of freely transferable ADSs.
The Company and the Depositary
acknowledge and agree that the indemnification provisions of Section 5.8 of the Deposit Agreement shall apply to the acts performed or
omitted by the Depositary and the Custodian as contemplated by this Letter Agreement.
This Letter Agreement shall
be interpreted in accordance with, and all the rights and obligations hereunder shall be governed by, the laws of the State of New York
as applicable to contracts to be wholly performed within the State of New York. The terms of Section 7.6 of the Deposit Agreement shall
apply to this Letter Agreement and the actions taken hereunder.
This Letter Agreement may
be executed in one or more counterparts, each of which shall be deemed an original and all of such counterparts shall constitute the same
agreement.
[Signature page on following page]
The Company and the Depositary
have caused this Letter Agreement to be executed and delivered on their behalf by their respective officers thereunto duly authorized
as of the date set forth above.
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Lufax Holding Ltd |
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By: |
/s/ Gregory Dean Gibb |
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Name: |
Gregory Dean Gibb |
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Title: |
Director and Co-Chief Executive Officer |
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Citibank, N.A., as Depositary |
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By: |
/s/ Joseph Connor |
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Name: |
Joseph Connor |
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Title: |
Attorney-in-Fact |
Attachment(s)
I: Allocation Letter
II: Depositary Notice
Exhibit I
Allocation Letter
Lufax Holding Ltd
As of [DATE]
Citibank, N.A. – ADR Department
388 Greenwich Street
New York, New York 10013
Allocation of Lufax Shares to Hong Kong Register
Ladies and Gentlemen:
Reference is made to that certain
Letter Agreement, dated as of April 11, 2023 (the “HK Listing Letter Agreement”), by and between Lufax Holding Ltd,
an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”),
and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, as Depositary
(the “Depositary”), with respect to the listing of the Shares in Hong Kong. All capitalized terms used, but not otherwise
defined herein, shall have the meaning assigned thereto in the HK Listing Letter Agreement.
Further to Section 1 of the
HK Listing Letter Agreement, the Company and the Depositary agree as follows:
| 1. | The number of Freely Transferable Shares held on deposit pursuant to the Deposit Agreement to be transferred
from registration on the Cayman Register to registration on the HK Register in the name of Citi Nominees Ltd (for delivery into the Custodian’s
account at CCASS) on the effective day of listing of the HK Listing is [#] Shares. |
| 2. | The Company hereby irrevocably consents to the transfer of registration of the Freely Transferable Shares
from the Cayman Register to the HK Register in furtherance of the transfer contemplated in Section 1 above, and concurs with the Depositary
that such transfer of registration does not entail any transfer of beneficial ownership of the applicable Freely Transferable Shares held
on deposit. |
The Company and the Depositary
acknowledge and agree that the indemnification provisions of Section 5.8 of the Deposit Agreement shall apply to the acts performed or
omitted by the Depositary and the Custodian as contemplated by this agreement.
The Company and the Depositary
have caused this agreement to be executed and delivered on their behalf by their respective officers thereunto duly authorized as of the
date set forth above.
[Signature page on following page]
Very truly yours,
Lufax Holding Ltd |
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By: |
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Name: |
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Title: |
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Citibank, N.A., as Depositary |
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By: |
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Name: |
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Title: |
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| cc: | Maples Fund Services (Cayman) Limited, as Registrar of the Cayman Register |
| | Tricor Investor Services Limited, as Registrar of the HK
Register |
Exhibit II
DEPOSITARY NOTICE
To the Holders of American Depositary Shares (“ADSs”)
representing the right to receive Deposited Securities.
Company: |
Lufax Holding Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands. |
Depositary: |
Citibank, N.A. |
Custodian: |
Citibank, N.A. – Hong Kong. |
Deposited Securities: |
Ordinary Shares of the Company, par value $0.00001 per share (the “Shares”). |
ADS CUSIP No.: |
54975P102. |
ADS Ticker:
[Provided solely as a convenience only and without any liability
for accuracy]
|
LU. |
ADS-to-Share Ratio: |
Two (2) ADSs to one (1) Share. |
Deposit Agreement: |
Deposit Agreement, dated as of November 3, 2020, by and among the Company, the Depositary, and all Holders and Beneficial Owners of ADSs issued thereunder. |
Effective Date: |
[DATE], 2023. |
ADS Books Closure (ADS issuances and ADS cancellations only): |
From [DATE], 2023 (COB NY) until [DATE], 2023 (COB NY). |
The Company has informed the Depositary of the following:
| a. | Application has been made for the listing of the Company’s Shares for trading on the Main Board
of The Stock Exchange of Hong Kong Limited by way of introduction (the “HK Listing”), and that, in connection with
the HK Listing, the Company has established in Hong Kong a Register of Members (the “HK Register”); |
| b. | The Company has appointed Tricor Investor Services Limited as the Hong Kong Registrar (the “HK
Registrar”) to maintain the HK Register, and the Company and the HK Registrar have arranged for the Shares to be eligible for
delivery into, and settlement via, the Hong Kong Central Clearing and Settlement System (“CCASS”); and |
| c. | The Company and the Depositary have arranged for the registration on the HK Register of all Shares (other
than (i) the Shares that are “Restricted Securities” as defined in the Deposit Agreement) and (ii) the treasury shares
held by the Depositary (including treasury shares issued for bulk issuance of ADSs (“Treasury ADSs”) reserved for future
issuances upon the exercise or vesting of awards granted under the share incentive plans of the Company), and for the Shares that are
“Restricted Securities” (collectively, the “Restricted Shares”) to be registered only on the Company’s
Register of Members maintained in the Cayman Islands (the “Cayman Register”). |
Notice is hereby given, in
connection with the HK Listing and effective as of the Effective Date, of the following:
| 1. | All ADSs (other than Restricted ADSs (as defined in the Deposit Agreement and hereinafter used as so defined)
and Treasury ADSs) will, effective as of the Effective Date, represent Shares held on deposit with the Custodian in dematerialized form
via CCASS; |
| 2. | All deposits of Shares for the issuance of ADSs (other than Restricted ADSs and Treasury ADSs), and all
withdrawals of Shares upon the cancellation of ADSs (other than Restricted ADSs and ADSs presented for cancellation by the Company), will
be in the form of Shares on the HK Register and will be processed via the Custodian’s account at CCASS and subject to rules and
procedures applicable to CCASS-eligible securities; |
| 3. | All corporate actions in respect of the Shares represented by ADSs (other than Restricted ADSs and Treasury
ADSs) will be processed by the Custodian via CCASS and will be subject to the rules and procedures applicable to CCASS-eligible securities
(unless otherwise agreed by the Company and the Depositary); |
| 4. | The HK Listing and the adjustments described above do not affect the processing of any transactions for
Restricted ADSs (other than the conversion of Restricted ADSs into freely transferable ADSs); and |
| 5. | In connection with the HK Listing and the adjustments described above, the Depositary’s books will
be closed to ADS cancellations from the close of business in New York on [DATE] until the close of business in New York on [DATE]. |
Copies of the Deposit Agreement
are available from the SEC’s website at www.sec.gov and from the Depositary’s office located at 388 Greenwich Street, New
York, New York 10013.
All information with respect
to the HK Listing has been provided to the Depositary by the Company. In connection with the HK Listing, the Company has filed a Registration
Statement on Form F-3 (File No. 333-[#]) and a prospectus supplement with the U.S. Securities and Exchange Commission (the “Commission”),
dated [DATE], both of which may be viewed and retrieved from the website of the Commission at www.sec.gov.
If you have any questions
regarding this Depositary Notice, please call Citibank, N.A. — ADS Holder Services at 1-877-248-4237.
[DATE] |
Citibank, N.A., as Depositary |
Conversion Procedure
between
Ordinary Shares Trading in Hong Kong
and
American Depositary Shares (ADSs) Trading in
the United States
I. Converting Ordinary Shares Trading
in Hong Kong into ADSs (ADS Issuance)
An investor who holds ordinary shares registered
in Hong Kong and intends to convert them to ADSs to trade on the NYSE must instruct his or her broker/custodian (a CCASS participant)
deposit the ordinary shares with the depositary’s Hong Kong custodian, Citibank HK, in exchange for ADSs.
A deposit of ordinary shares trading in Hong Kong
in exchange for ADSs involves the following procedures:
| · | If ordinary shares have been deposited with CCASS, the investor must have his or her broker/custodian
to transfer the ordinary shares to the depositary’s account with the custodian within CCASS by following the CCASS procedures for
transfer and submit and deliver a duly completed and signed Letter of Transmittal to the depositary via his or her broker/custodian. |
| 1. | The broker/custodian (a CCASS participant) completes and delivers a scanned copy of a Letter of Transmittal
(Appendix A) executed by the broker/custodian to Citibank HK ([XXXXXXX]) with ADS delivery details. |
| 2. | The broker/custodian delivers the ordinary shares (Free of Payment) to Citibank HK per below details: |
Citibank HK’s CCASS Information:
Participant ID: [XXXXXXX]
Short Name: [XXXXXXX]
Bank Identifier Code: [XXXXXXX]
Depositary’s account no. under [XXXXXXX]
| 3. | Citibank HK receives shares in CCASS account and informs Citibank NY of share deposit and ADS issuance
instructions. |
| 4. | Citibank HK will charge each depositing broker/custodian a CCASS Registration and Transfer fee at HK$1.50
per board lot for any increase of the HK shares balance in the account of Citibank HK. |
| 5. | Citibank NY receives confirmation of deposit from Citibank HK and issues ADSs to the broker/custodian.
The broker/custodian is responsible to receive the ADSs in DTC from Citi ADR ([XXXXXXX]) and pay the conversion fee at US$5.00 per each
100 ADSs, rounding up to the nearest 100 ADSs. The fee can be settled via Special Payment Order (SPO) in DTC or Fedwire, in case Fedwire
is the option, below is the payment account details: |
ABA: [XXXXXXX]
Account No: [XXXXXXX]
BIC Code: [XXXXXXX]
Beneficiary Bank: Citibank, N.A.
Beneficiary Account Name: Citibank, N.A.
Attention: Citi Depositary Receipt Services
Re: DR Issuance fee for XXX (stock name)
by XXX (Shareholder name)
Address:
480 Washington Blvd., 30th
Floor
City: Jersey City
State: NJ
Zip Code: 07310
| · | If ordinary shares are held outside CCASS, the investor must arrange to deposit his or her ordinary shares
into CCASS for delivery to the depositary’s account with the custodian within CCASS. The investor or his or her broker/custodian
should liaise with CCASS and the relevant company’s Hong Kong registrar for details. |
| · | The investor or the broker/custodian should be responsible of its fees and expenses and of any taxes or
charges, such as stamp taxes or stock transfer taxes or fees, if applicable. |
For ordinary shares deposited in CCASS, under
normal circumstances, the above steps generally require two business days. For ordinary shares held outside CCASS in physical form, the
above steps may take 14 business days, or more, to complete. Temporary delays may arise. For example, the transfer books of the depositary
may from time to time be closed to ADS issuances. The investor will be unable to receive the ADSs until the procedures are completed.
In order to facilitate regulatory compliance,
each deposit of shares might need to be accompanied by a Deposit Certification posted on Citi’s Depositary Receipts website, such
requirement will be separately communicated via Depositary’s customary channel when necessary.
Please note that for certain ADS issuances a deposit
certification may need to be delivered to the ADS depositary. Please check with the ADS depositary or its Hong Kong custodian in advance
of depositing ordinary shares to determine whether a deposit certification is required for the ADS program in question.
II. Converting
ADSs to Ordinary Shares Trading in Hong Kong (ADS Cancellation)
An investor who holds ADSs and intends to convert
his or her ADSs into ordinary shares to trade on the Hong Kong Stock Exchange must surrender the ADSs the investor holds and withdraw
ordinary shares from the ADS program and cause his or her broker/custodian to trade such ordinary shares on the Hong Kong Stock Exchange.
| · | An investor that holds ADSs through a broker/custodian should follow the broker/custodian’s procedure
and instruct the broker/custodian to arrange for cancellation of the ADSs, and transfer of the underlying ordinary shares from Citibank’s
account on the CCASS system to the investor’s Hong Kong stock account. |
| 1. | The Broker/custodian, upon receipt instruction from its investor, surrenders the ADSs to Citibank NY ([XXXXXXX])
in DTC (free of payment). |
| 2. | The broker/custodian sends an instruction by email to Citibank NY (drcerts@citi.com; citiadr@citi.com;
drbrokerservices@citi.com) to cancel the ADSs with share delivery instructions in CCASS. |
| 3. | The broker/custodian arrange to pay the cancellation fee at US$5.00 per 100 ADSs, plus a $15.00 cable
fee to Citibank NY (same account details as specified in ADS Issuance section above). |
| 4. | Citibank NY cancels ADSs and instructs its custodian Citibank HK to deliver the ordinary shares underlying
the canceled ADSs to the CCASS account designated by the broker/custodian. |
| 5. | Citibank HK receives the swift instruction and delivers the shares from its CCASS account into the designated
CCASS account. |
| · | If an investor prefers to receive ordinary shares outside CCASS, he or she must receive ordinary shares
in CCASS first and then arrange for withdrawal from CCASS. Investors can then obtain a transfer form signed by HKSCC Nominees Limited
(as the transferor) and register ordinary shares in their own names with the Hong Kong share registrar. |
For ordinary shares to be received in CCASS, under
normal circumstances, the above steps generally require two business days. For ordinary shares to be received outside CCASS in physical
form, the above steps may take 14 business days, or more, to complete. The investor will be unable to receive or trade the ordinary shares
on the Hong Kong Stock Exchange until the procedures are completed.
Temporary delays may arise. For example, the transfer
books of the depositary may from time to time be closed to ADS cancellations.
Restricted ADSs may not be cancelled into ordinary
shares that are CCASS eligible.
III. Depositary Requirements
Before the depositary issues ADSs or permits withdrawal
of ordinary shares, the depositary may require:
| · | Production of satisfactory proof of the identity and genuineness of any signature or other information
it deems necessary; and |
| · | Compliance with procedures it may establish, from time to time, consistent with the deposit agreement,
including presentation of transfer documents. |
The depositary may refuse to deliver, transfer,
or register issuances, transfers and cancellations of ADSs generally when the transfer books of the depositary or the Hong Kong share
registrar are closed or at any time if the depositary determines it advisable to do so.
All costs attributable to the transfer of ordinary
shares to effect a withdrawal from or deposit of ordinary shares into the ADS program will be borne by the investor requesting the transfer.
(To be executed by the CCASS participant)
APPENDIX A –Letter of Transmittal for Conversion from Shares
to ADSs
Letter of Transmittal covering delivery of Ordinary
Shares of _______________________to Custodian and issuance of American Depositary Shares by Citibank, N.A., New York, as Depositary
Gentlemen
We deliver herewith ordinary shares (the “Shares”)
of_________________ (the “Company”) for deposit with you as Custodian pursuant to the terms and conditions applicable to the
American Depositary Shares (the “ADSs”) representing such Shares and to be issued by Citibank, N.A., New York, as Depositary
(the “Depositary”) and we hereby request that the ADSs for such Shares be registered in the name of: CEDE & CO.,
and be delivered to or upon the written order of:
DTC name: ____________________________________________________________________________________
DTC number:___________________________________________________________________________________
Beneficiary Account Name: _______________________________________________________________________
Beneficiary Account Number: ______________________________________________________________________
Other information if needed: _______________________________________________________________________
We request you to so instruct the Depositary by
SWIFT, airmail/cable at our expense. In so doing, you will not be liable for mutilation, interruption, omissions, errors, or delays incurred
in the mails, or on the part of any telegraph, cable or wireless company, or any employee thereof, or through any cause beyond your control.
We represent that the Shares delivered herewith
are genuine, validly issued, fully paid and non-assessable and that we are authorized by the true owner thereof to deposit the said Shares
with you and we warrant that said Shares are not subject to any title defect. If any of the above representation prove to be false or
incorrect, we will deliver to you ordinary shares and if applicable certificates representing such shares which will satisfy the above
representations and warranties or, at your opinion, we will reimburse you for any losses, liabilities or expenses incurred as a result
thereof.
We hereby certify that: (1) neither the depositor
nor the persons on whose behalf securities are being presented for deposit against the issuance of ADSs is an “issuer” of
such securities, is directly or indirectly acting for such “issuer”; (2) neither the depositor nor such other persons has
purchased any of such securities from the “issuer” with a view to distribution or is proposing to offer or sell any of such
securities for the “issuer” in connection with the distribution of such securities; (3) neither the depositor nor such other
persons is participating, or has a direct or indirect participation, in any such undertaking or in the direct or indirect underwriting
of any such undertaking; (4) such securities do not constitute the whole or part of an unsold allotment to or subscription by a “dealer”,
as a participant in the distribution of such securities by the “issuer” or by or through an “underwriter”.
For the purposes of this certification the term
“issuer” includes not only the Company but also any person directly or indirectly controlling, controlled by or under direct
or indirect common control with the Company; the term “dealer” means any person who engages either for all or part of his
time, directly or indirectly as agent, broker, or principal, in the business of offering, buying, selling, or otherwise dealing or trading
in securities issued by another person; the term “underwriter” means any person who has purchased from the “issuer”
the securities presented for deposit with a view to, or offers or sells for the “issuer” in connection with, the distribution
of any such securities, or participates or has a direct or indirect participation in any such undertaking or participates or has a participation
in the direct or indirect underwriting of any such undertaking, but the term “underwriter” does not include a person whose
interest is limited to a commission from an underwriter or dealer not in excess of the usual and customary distributors’ or sellers’
commission.
Very truly yours,
Authorized Signature(s) of the CCASS participant
Mongolian Mining (PK) (USOTC:MOGLF)
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Mongolian Mining (PK) (USOTC:MOGLF)
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