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Filed
pursuant to Rule 424(b)(3) |
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Registration Statement
on Form F-6 |
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Registration No.: 333-225443 |
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No. of ADSs: |
Number |
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Each ADS represents |
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Ten (10) Shares |
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CUSIP: |
AMERICAN DEPOSITARY RECEIPT
evidencing
AMERICAN DEPOSITARY SHARES
representing
ORDINARY SHARES
of
NAAS TECHNOLOGY INC.
(Incorporated under the
laws of the Cayman Islands)
JPMORGAN CHASE BANK,
N.A., a national banking association organized under the laws of the United States of America, as depositary hereunder (the “Depositary”),
hereby certifies that ___________ is the registered owner (a “Holder”) of _____________ American Depositary
Shares (“ADSs”), each (subject to paragraph (13) (Changes Affecting Deposited Securities)) representing ten
(10) ordinary shares (including the rights to receive Shares described in paragraph (1) (Issuance of ADSs), “Shares”
and, together with any other securities, cash or property from time to time held by the Depositary in respect or in lieu of deposited
Shares, the “Deposited Securities”), of NaaS Technology Inc., a corporation organized under the laws of the Cayman
Islands (the “Company”), deposited under the Deposit Agreement, dated as of October 19, 2017 (as amended from time
to time, the “Deposit Agreement”), among the Company, the Depositary and all Holders from time to time of American
Depositary Receipts issued thereunder (“ADRs”), each of whom by accepting an ADR becomes a party thereto. The Deposit
Agreement and this ADR (which includes the provisions set forth on the reverse hereof) shall be governed by and construed in accordance
with the internal laws of the State of New York without giving effect to the application of the conflict of law principles thereof. All
capitalized terms used herein, and not defined herein, shall have the meanings ascribed to such terms in the Deposit Agreement.
(1) Issuance of
ADSs.
(a) Issuance. This
ADR is one of the ADRs issued under the Deposit Agreement. Subject to the other provisions hereof, the Depositary may so issue ADRs for
delivery at the Transfer Office (as hereinafter defined) only against deposit of: (i) Shares in a form satisfactory to the Custodian;
or (ii) rights to receive Shares from the Company or any registrar, transfer agent, clearing agent or other entity recording Share
ownership or transactions.
(b) Notwithstanding anything
else contained in the Deposit Agreement, in this ADR and/or in any outstanding ADSs, the Depositary, the Custodian and their respective
nominees are intended to be and shall at all times during the term of the Deposit Agreement be, the record holder(s) only of the Deposited
Securities represented by the ADSs for the benefit of the Holders. The Depositary, on its own behalf and on behalf of the Custodian and
their respective nominees, disclaims any beneficial ownership interest in the Deposited Securities held on behalf of the Holders.
(c) Representations and
Warranties of Depositors. Every person depositing Shares under the Deposit Agreement represents and warrants that: (i)such Shares
and the certificates therefor are duly authorized, validly issued and outstanding, fully paid, nonassessable and legally obtained by such
person, (ii) all pre-emptive and comparable rights, if any, with respect to such Shares have been validly waived or exercised,
(iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of
any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (iv) such Shares (A) are not “restricted
securities” as such term is defined in Rule 144 under the Securities Act of 1933 (“Restricted Securities”) unless
at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares may be freely
transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act
of 1933. To the extent the person depositing Shares is an “affiliate” of the Company as such term is defined in Rule 144,
the person also represents and warrants that upon the sale of the ADSs, all of the provisions of Rule 144 which enable the Shares to be
freely sold (in the form of ADSs) will be fully complied with and, as a result thereof, all of the ADSs issued in respect of such Shares
will not be on the sale thereof, Restricted Securities. Such representations and warranties shall survive the deposit and withdrawal of
Shares and the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. The Depositary may refuse to accept
for such deposit any Shares identified by the Company in order to facilitate compliance with the requirements of the securities laws,
rules and regulations in the United States.
(2) Withdrawal
of Deposited Securities. Subject to paragraphs (4) (Certain Limitations to Registration, Transfer etc.) and (5) (Liability
of Holder for Taxes, Duties and Other Charges), upon surrender of (a) a certificated ADR in a form satisfactory to the Depositary
at the Transfer Office or (b) proper instructions and documentation in the case of a Direct Registration ADR, the Holder hereof is
entitled to delivery at, or to the extent in dematerialized form from, the Custodian’s office of the Deposited Securities at the
time represented by the ADSs evidenced by this ADR. At the request, risk and expense of the Holder hereof, the Depositary may deliver
such Deposited Securities at such other place as may have been requested by the Holder. Notwithstanding any other provision of the Deposit
Agreement or this ADR, the withdrawal of Deposited Securities may be restricted only for the reasons set forth in General Instruction
I.A.(1) of Form F-6 (as such instructions may be amended from time to time) under the Securities Act of 1933.
(3) Transfers, Split-Ups and
Combinations of ADRs. The Depositary or its agent will keep, at a designated transfer office (the “Transfer Office”),
(a) a register (the “ADR Register”) for the registration, registration of transfer, combination and split-up of
ADRs, and, in the case of Direct Registration ADRs, shall include the Direct Registration System, which at all reasonable times will be
open for inspection by Holders and the Company for the purpose of communicating with Holders in the interest of the business of the Company
or a matter relating to the Deposit Agreement and (b) facilities for the delivery and receipt of ADRs. The term ADR Register includes
the Direct Registration System. Title to this ADR (and to the Deposited Securities represented by the ADSs evidenced hereby), when properly
endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of proper instruments of transfer, is transferable
by delivery with the same effect as in the case of negotiable instruments under the laws of the State of New York; provided that
the Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this ADR is registered on the ADR Register
as the absolute owner hereof for all purposes and neither the Depositary nor the Company will have any obligation or be subject to any
liability under the Deposit Agreement to any holder of an ADR, unless such holder is the Holder thereof. Subject to paragraphs (4) and
(5), this ADR is transferable on the ADR Register and may be split into other ADRs or combined with other ADRs into one ADR, evidencing
the aggregate number of ADSs surrendered for split-up or combination, by the Holder hereof or by duly authorized attorney upon surrender
of this ADR at the Transfer Office properly endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of
proper instruments of transfer and duly stamped as may be required by applicable law; provided that the Depositary may close the ADR Register
at any time or from time to time when deemed expedient by it. Additionally, at the reasonable request of the Company, the Depositary may
close the issuance book portion of the ADR Register solely in order to enable the Company to comply with applicable law; provided, further,
that the Depositary shall have no liability and shall be indemnified by the Company in such event. At the request of a Holder, the Depositary
shall, for the purpose of substituting a certificated ADR with a Direct Registration ADR, or vice versa, execute and deliver a certificated
ADR or a Direct Registration ADR, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number
of ADSs as those evidenced by the certificated ADR or Direct Registration ADR, as the case may be, substituted.
(4) Certain Limitations
to Registration, Transfer etc. Prior to the issue, registration, registration of transfer, split-up or combination
of any ADR, the delivery of any distribution in respect thereof, or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited
Securities), the withdrawal of any Deposited Securities, and from time to time in the case of clause (b)(ii) of this paragraph (4),
the Company, the Depositary or the Custodian may require: (a) payment with respect thereto of (i) any stock transfer or other
tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of Shares
or other Deposited Securities upon any applicable register, and (iii) any applicable charges as provided in paragraph (7) (Charges
of Depositary) of this ADR; (b) the production of proof satisfactory to it of (i) the identity of any signatory and genuineness
of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange
control approval, beneficial or other ownership of, or interest in, any securities, compliance with applicable law, regulations, provisions
of or governing Deposited Securities and terms of the Deposit Agreement and this ADR, as it may deem necessary or proper; and (c) compliance
with such regulations as the Depositary may establish consistent with the Deposit Agreement.
The issuance of ADRs,
the acceptance of deposits of Shares, the registration, registration of transfer, split-up or combination of ADRs or, subject
to the last sentence of paragraph (2) (Withdrawal of Deposited Securities), the withdrawal of Deposited Securities may be suspended,
generally or in particular instances, when the ADR Register or any register for Deposited Securities is closed or when any such action
is deemed advisable by the Depositary.
(5) Liability
of Holder for Taxes, Duties and Other Charges. If any tax or other governmental charges (including any penalties and/or interest)
shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented
by the ADSs evidenced hereby or any distribution thereon, including, without limitation, any Chinese enterprise income tax owed if the
Circular Guoshuifa [2009] No. 82 issued by the Chinese State Administration of Taxation (SAT) or any other circular, edict, order
or ruling, as issued and as from time to time amended, is applied or otherwise, such tax or other governmental charge shall be paid by
the Holder hereof to the Depositary and by holding or having held an ADR the Holder and all prior Holders hereof, jointly and severally,
agree to indemnify, defend and save harmless each of the Depositary and its agents in respect thereof. Neither the Depositary, nor any
of its agents, shall be liable to Holders or beneficial owners of the ADSs and ADRs for failure of any of them to comply with applicable
tax laws, rules and/or regulations. Notwithstanding the Depositary's right to seek payment from current and former beneficial owners of
ADSs, the Holders hereof (and all prior Holders hereof) acknowledge and agree that the Depositary has no obligation to seek payment of
amounts owing under this paragraph (5) from any current or former beneficial owner of ADSs. The Depositary may refuse to effect any registration,
registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph (2) (Withdrawal of
Deposited Securities), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from
any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof
any part or all of such Deposited Securities, and may apply such deduction or the proceeds of any such sale in payment of such tax or
other governmental charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced hereby
to reflect any such sales of Shares. In connection with any distribution to Holders, the Company will remit to the appropriate governmental
authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary
and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing
to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than
cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold,
the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and
practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the
balance of any such property after deduction of such taxes to the Holders entitled thereto. Each Holder of an ADR or an interest therein
agrees to indemnify the Depositary, the Company, the Custodian and any of their respective officers, directors, employees, agents and
affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to
tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained which
obligations shall survive any transfer or surrender of ADSs or the termination of the Deposit Agreement.
(6) Disclosure
of Interests. To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits
on beneficial or other ownership of, or interest in, Deposited Securities, other Shares and other securities and may provide for blocking
transfer, voting or other rights to enforce such disclosure or limits, Holders and all persons holding ADRs agree to comply with all such
disclosure requirements and ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Company
reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit
the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary
agrees to cooperate with the Company in its efforts to inform Holders of the Company’s exercise of its rights under this paragraph,
and to consult with, and provide reasonable assistance, without risk, liability or expense on the part of the Depositary, the Company
on the manner or manners in which it may enforce such rights with respect to any Holder.
(7) Charges of
Depositary.
(a) Rights of the Depositary.
The Depositary may charge, and collect from, (i) each person to whom ADSs are issued, including, without limitation, issuances against
deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph
(10) (Distributions on Deposited Securities)), issuances pursuant to a stock dividend or stock split declared by the Company,
or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities,
and (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other
reason, U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as the case may be).
The Depositary may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights
and Other Distributions prior to such deposit to pay such charge.
(b) Additional Charges
by the Depositary. The following additional charges shall be incurred by the Holders, by any party depositing or withdrawing Shares
or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuances pursuant to a stock dividend
or stock split declared by the Company or an exchange of stock regarding the ADSs or the Deposited Securities or a distribution of ADSs
pursuant to paragraph (10) (Distributions on Deposited Securities), whichever is applicable: (i) a fee of U.S.$0.05 or less
per ADS for any Cash distribution made pursuant to the Deposit Agreement, (ii) a fee for the distribution or sale of securities pursuant
to paragraph (10) hereof, such fee being in an amount equal to the fee for the execution and delivery of ADSs referred to above which
would have been charged as a result of the deposit of such securities (for purposes of this paragraph (7) treating all such securities
as if they were Shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the Depositary
to Holders entitled thereto, (iii) an aggregate fee of U.S.$0.05 per ADS per calendar year (or portion thereof) for services
performed by the Depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall
be assessed against Holders as of the record date or record dates set by the Depositary during each calendar year and shall be payable
at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other
cash distributions), and (iv) a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or
any of its agents (including, without limitation, the Custodian and expenses incurred on behalf of Holders in connection with compliance
with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of
the Shares or other Deposited Securities, the sale of securities (including, without limitation, Deposited Securities), the delivery of
Deposited Securities or otherwise in connection with the Depositary’s or its Custodian’s compliance with applicable law, rule
or regulation (which fees and charges shall be assessed on a proportionate basis against Holders as of the record date or dates set by
the Depositary and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from
one or more cash dividends or other cash distributions).
(c) Obligations of the
Company. The Company will pay all other charges and expenses of the Depositary and any agent of the Depositary (except the Custodian)
pursuant to agreements from time to time between the Company and the Depositary, except: (i) stock transfer or other taxes and other
governmental charges (which are payable by Holders or persons depositing Shares); (ii) a transaction fee per cancellation request (including
through SWIFT, telex and facsimile transmission) as disclosed on the "Disclosures" page (or successor page) of www.adr.com (as
updated by the Depositary from time to time, "ADR.com") and any applicable delivery expenses (which are payable by such
persons or Holders); and (iii) transfer or registration fees for the registration or transfer of Deposited Securities on any applicable
register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders
withdrawing Deposited Securities.
(d) All of the above-referenced
charges may at any time and from time to time be changed by agreement between the Company and the Depositary.
(e) To facilitate the administration
of various depositary receipt transactions, including disbursement of dividends or other cash distributions and other corporate actions,
the Depositary may engage the foreign exchange desk within JPMorgan Chase Bank, N.A. (the "Bank") and/or its affiliates
in order to enter into spot foreign exchange transactions to convert foreign currency into U.S. dollars ("FX Transactions").
For certain currencies, FX Transactions are entered into with the Bank or an affiliate, as the case may be, acting in a principal capacity.
For other currencies, FX Transactions are routed directly to and managed by an unaffiliated local custodian (or other third-party local
liquidity provider), and neither the Bank nor any of its affiliates is a party to such FX Transactions.
The foreign exchange rate
applied to an FX Transaction will be either (i) a published benchmark rate, or (ii) a rate determined by a third-party local liquidity
provider, in each case plus or minus a spread, as applicable. The Depositary will disclose which foreign exchange rate and spread, if
any, apply to such currency on the "Disclosures" page (or successor page) of ADR.com. Such applicable foreign exchange rate
and spread may (and neither the Depositary, the Bank nor any of their affiliates is under any obligation to ensure that such rate does
not) differ from rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange
rates and spreads at which the Bank or any of its affiliates enters into foreign exchange transactions in the relevant currency pair on
the date of the FX Transaction. Additionally, the timing of execution of an FX Transaction varies according to local market dynamics,
which may include regulatory requirements, market hours and liquidity in the foreign exchange market or other factors. Furthermore, the
Bank and its affiliates may manage the associated risks of their position in the market in a manner they deem appropriate without regard
to the impact of such activities on the Company, the Depositary, Holders or beneficial owners of ADSs. The spread applied does not reflect
any gains or losses that may be earned or incurred by the Bank and its affiliates as a result of risk management or other hedging related
activity.
Notwithstanding the foregoing,
to the extent the Company provides U.S. dollars to the Depositary, neither the Bank nor any of its affiliates will execute an FX Transaction
as set forth herein. In such case, the Depositary will distribute the U.S. dollars received from the Company.
Further details relating
to the applicable foreign exchange rate, the applicable spread and the execution of FX Transactions will be provided by the Depositary
on ADR.com. The Company, Holders and beneficial owners of ADSs each acknowledge and agree that the terms applicable to FX Transactions
disclosed from time to time on ADR.com will apply to any FX Transaction executed pursuant to the Deposit Agreement.
(f) The right of the Depositary
to receive payment of fees, charges and expenses as provided above shall survive the termination of the Deposit Agreement. As to any Depositary,
upon the resignation or removal of such Depositary, such right shall extend for those fees, charges and expenses incurred prior to the
effectiveness of such resignation or removal.
(g) Reimbursement by
the Depositary. The Depositary anticipates reimbursing the Company for certain expenses incurred by the Company that are related to
the establishment and maintenance of the ADR program upon such terms and conditions as the Company and the Depositary may agree from time
to time. The Depositary may make available to the Company a set amount or a portion of the Depositary fees charged in respect of
the ADR program or otherwise upon such terms and conditions as the Company and the Depositary may agree from time to time.
(8) Available
Information. The Deposit Agreement, the provisions of or governing Deposited Securities and any written communications from the Company,
which are both received by the Custodian or its nominee as a holder of Deposited Securities and made generally available to the holders
of Deposited Securities, are available for inspection by Holders at the offices of the Depositary and the Custodian and at the Transfer
Office, on the website of the United States Securities and Exchange Commission (the “Commission”), or upon request
from the Depositary (which request may be refused by the Depositary at its discretion). The Depositary will distribute copies of such
communications (or English translations or summaries thereof) to Holders when furnished by the Company. The Company is subject to the
periodic reporting requirements of the Securities Exchange Act of 1934 and accordingly files certain reports with the Commission. Such
reports and other information may be inspected and copied through the Commission’s EDGAR system or at public reference facilities
maintained by the Commission located at the date hereof at 100 F Street, NE, Washington, DC 20549.
(9) Execution.
This ADR shall not be valid for any purpose unless executed by the Depositary by the manual or facsimile signature of a duly authorized
officer of the Depositary.
Dated:
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JPMORGAN CHASE BANK, N.A., as Depositary |
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By .................................................. |
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Authorized Officer |
The Depositary's office is located at 383 Madison
Avenue, Floor 11, New York, New York 10179.
[FORM OF REVERSE OF ADR]
(10) Distributions
on Deposited Securities. Subject to paragraphs (4) (Certain Limitations to Registration, Transfer etc.) and (5) (Liability
of Holder for Taxes, Duties and Other Charges), to the extent practicable, the Depositary will distribute to each Holder entitled
thereto on the record date set by the Depositary therefor at such Holder’s address shown on the ADR Register, in proportion to the
number of Deposited Securities (on which the following distributions on Deposited Securities are received by the Custodian) represented
by ADSs evidenced by such Holder’s ADRs:
(a) Cash. Any U.S.
dollars available to the Depositary resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other
distribution or portion thereof authorized in this paragraph (10) (“Cash”), on an averaged or other practicable basis,
subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with
respect to certain Holders, and (iii) deduction of the Depositary’s and/or its agents’ fees and expenses in (1) converting
any foreign currency to U.S. dollars by sale or in such other manner as the Depositary may determine to the extent that it determines
that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by
such means as the Depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining
any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost
and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner.
(b) Shares. (i) Additional
ADRs evidencing whole ADSs representing any Shares available to the Depositary resulting from a dividend or free distribution on Deposited
Securities consisting of Shares (a “Share Distribution”) and (ii) U.S. dollars available to it resulting from
the net proceeds of sales of Shares received in a Share Distribution, which Shares would give rise to fractional ADSs if additional ADRs
were issued therefor, as in the case of Cash.
(c) Rights. (i) Warrants
or other instruments in the discretion of the Depositary representing rights to acquire additional ADRs in respect of any rights to subscribe
for additional Shares or rights of any nature available to the Depositary as a result of a distribution on Deposited Securities (“Rights”),
to the extent that the Company timely furnishes to the Depositary evidence satisfactory to the Depositary that the Depositary may lawfully
distribute the same (the Company has no obligation to so furnish such evidence), or (ii) to the extent the Company does not so furnish
such evidence and sales of Rights are practicable, any U.S. dollars available to the Depositary from the net proceeds of sales of Rights
as in the case of Cash, or (iii) to the extent the Company does not so furnish such evidence and such sales cannot practicably be
accomplished by reason of the nontransferability of the Rights, limited markets therefor, their short duration or otherwise, nothing (and
any Rights may lapse).
(d) Other Distributions.
(i) Securities or property available to the Depositary resulting from any distribution on Deposited Securities other than Cash, Share
Distributions and Rights (“Other Distributions”), by any means that the Depositary may deem equitable and practicable,
or (ii) to the extent the Depositary deems distribution of such securities or property not to be equitable and practicable, any U.S.
dollars available to the Depositary from the net proceeds of sales of Other Distributions as in the case of Cash. The Depositary reserves
the right to utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private
sale of securities hereunder. Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which
fee is considered an expense of the Depositary contemplated above and/or under paragraph (7) (Charges of Depositary). Any U.S.
dollars available will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will
be withheld without liability and dealt with by the Depositary in accordance with its then current practices. All purchases and sales
of securities will be handled by the Depositary in accordance with its then current policies, which are currently set forth on the "Disclosures"
page (or successor page) of ADR.com, the location and contents of which the Depositary shall be solely responsible for.
(11) Record Dates.
The Depositary may, after consultation with the Company if practicable, fix a record date (which, to the extent applicable, shall be as
near as practicable to any corresponding record date set by the Company) for the determination of the Holders who shall be responsible
for the fee assessed by the Depositary for administration of the ADR program and for any expenses provided for in paragraph (7) hereof
as well as for the determination of the Holders who shall be entitled to receive any distribution on or in respect of Deposited Securities,
to give instructions for the exercise of any voting rights, to receive any notice or to act in respect of other matters and only such
Holders shall be so entitled or obligated.
(12) Voting of
Deposited Securities.
(a) Notice of Any Meeting
or Solicitation. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders
of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary
shall fix the ADS record date in accordance with paragraph (11) above in respect of such meeting or solicitation of consent or proxy.
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 30 days prior to the date of such vote or meeting) and at
the Company’s expense and provided no legal prohibitions exist, distribute to Holders a notice stating (i) such information
as is contained in such notice and any solicitation materials, (ii) that each Holder on the record date set by the Depositary therefor
will, subject to any applicable provisions of Cayman Islands law, be entitled to instruct the Depositary as to the exercise of the voting
rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs and (iii) the
manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company.
There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time
to enable such Holder to return any voting instructions to the Depositary in a timely manner.
(b) Voting of Deposited
Securities. Upon actual receipt by the ADR department of the Depositary of instructions of a Holder on such record date in the manner
and on or before the time established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted
under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs
evidenced by such Holder’s ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion
in respect of any Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or any 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 (i.e., by reference to a website containing the materials
for retrieval or a contact for requesting copies of the materials). Holders are strongly encouraged to forward their voting instructions
as soon as possible. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and
voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank,
N.A., as Depositary, prior to such time.
The Depositary has been
advised by the Company that under the Cayman Islands law and the Memorandum and Articles of Association of the Company, each as in effect
as of the date of the Deposit Agreement, voting at any meeting of shareholders of the Company is by show of hands unless a poll is (before
or on the declaration of the results of the show of hands or on the withdrawal of any other demand for a poll) demanded. In the event
that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association,
the Depositary will refrain from voting and the voting instructions received by the Depositary from Holders shall lapse. The Depositary
will not demand a poll or join in demanding a poll, whether or not requested to do so by Holders of ADSs.
(13) Changes Affecting
Deposited Securities.
(a) Subject to paragraphs
(4) (Certain Limitations to Registration, Transfer etc.) and (5) (Liability of Holder to Taxes, Duties and Other Charges),
the Depositary may, in its discretion, and shall if reasonably requested by the Company, amend this ADR or distribute additional or amended
ADRs (with or without calling this ADR for exchange) or cash, securities or property on the record date set by the Depositary therefor
to reflect any change in par value, split-up, consolidation, cancellation or other reclassification of Deposited Securities,
any Share Distribution or Other Distribution not distributed to Holders or any cash, securities or property available to the Depositary
in respect of Deposited Securities from (and the Depositary is hereby authorized to surrender any Deposited Securities to any person and,
irrespective of whether such Deposited Securities are surrendered or otherwise cancelled by operation of law, rule, regulation or otherwise,
to sell by public or private sale any property received in connection with) any recapitalization, reorganization, merger, consolidation,
liquidation, receivership, bankruptcy or sale of all or substantially all the assets of the Company.
(b) To the extent the Depositary
does not so amend this ADR or make a distribution to Holders to reflect any of the foregoing, or the net proceeds thereof, whatever cash,
securities or property results from any of the foregoing shall constitute Deposited Securities and each ADS evidenced by this ADR shall
automatically represent its pro rata interest in the Deposited Securities as then constituted.
(c) Promptly upon the occurrence
of any of the aforementioned changes affecting Deposited Securities, the Company shall notify the Depositary in writing of such occurrence
and as soon as practicable after receipt of such notice from the Company, may instruct the Depositary to give notice thereof, at the Company’s
expense, to Holders in accordance with the provisions hereof. Upon receipt of such instruction, the Depositary shall give notice to the
Holders in accordance with the terms thereof, as soon as reasonably practicable.
(14) Exoneration.
(a)The Depositary, the
Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume
no liability (including, without limitation, to Holders or beneficial owners of ADSs (A) if any present or future law, rule, regulation,
fiat, order or decree of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other country or
jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions
of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism, epidemic,
pandemic, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions,
computer failure or circumstance beyond its direct and immediate control shall prevent or delay, or shall cause any of them to be subject
to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed
by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (B) by reason of any non-performance or delay,
caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be
done or performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR (including, without
limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no
liability (including, without limitation, to Holders or beneficial owners of ADSs) except to perform its obligations to the extent they
are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall
not be a fiduciary or have any fiduciary duty to Holders or beneficial owners; (iii) in the case of the Depositary and its agents, be
under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the
ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in
expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability
be furnished as often as may be required; and (v) not be liable (including, without limitation, to Holders or beneficial owners of ADSs)
for any action or inaction by it in reliance upon the advice of or information from any legal counsel, any accountant, any person presenting
Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information and/or, in the case
of the Depositary, the Company. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities
depository, clearing agency or settlement system.
(b)The Depositary shall
not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a
branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with
any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay
in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale.
Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence
of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from,
any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result
of the Custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed
to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing
in the jurisdiction in which the Custodian is located.
(c) The Depositary, its
agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document
believed by them to be genuine and to have been signed, presented or given by the proper party or parties.
(d) The Depositary shall
be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in any ADSs about the requirements
of the laws, rules or regulations or any changes therein or thereto of any country or jurisdiction or of any governmental or regulatory
authority or any securities exchange or market or automated quotation system.
(e) The Depositary and
its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner
in which any voting instructions are given or deemed to be given in accordance with paragraph (12) hereof, including instructions to give
a discretionary proxy to a person designated by the Company, for the manner in which any vote is cast, including, without limitation,
any vote cast by a person to whom the Depositary is instructed to grant a discretionary proxy pursuant to paragraph (12) hereof or deemed
to have been instructed, or for the effect of any such vote.
(f) The Depositary may
rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer
or distribution.
(g) The Depositary and
its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs.
(h) Notwithstanding anything
to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or
requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs
or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority,
including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators.
(i) None of the Depositary,
the Custodian or the Company, or any of their respective directors, officers, employees, agents or affiliates shall be liable for the
failure by any Holder or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial
owner's income tax liability.
(j) The Depositary is
under no obligation to provide the Holders and beneficial owners of ADSs, or any of them, with any information about the tax status of
the Company.
(k) None of the Depositary,
the Custodian or the Company, or any of their respective directors, officers, employees, agents and affiliates, shall incur any liability
for any tax or tax consequences that may be incurred by Holders and/or beneficial owners of, or other holders of interests in, ADSs or
ADRs on account of their ownership or disposition of the ADSs or ADRs.
(l) The Depositary shall
not incur any liability for the content of any information submitted to it by or on behalf of 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 Securities,
for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse
upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company.
(m) Notwithstanding anything
herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third-party delivery services and providers
of information regarding matters such as, but not limited to, pricing, proxy voting, corporate actions, class action litigation and other
services in connection herewith and the Deposit Agreement, and use local agents to provide services such as, but not limited to, attendance
at any meetings of security holders of issuers. Although the Depositary and the Custodian will use reasonable care (and cause their agents
to use reasonable care) in the selection and retention of such third-party providers and local agents, they will not be responsible for
any errors or omissions made by them in providing the relevant information or services.
(n) The Depositary shall
not be liable for any acts or omissions made by a successor depositary.
(o) The Company has agreed
to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain
circumstances.
(p) Neither the Company
nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect,
special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any
form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.
(q) No provision of the
Deposit Agreement or this ADR is intended to constitute a waiver or limitation of any rights which Holders or beneficial owners of interests
in ADSs may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.
(15) Resignation
and Removal of Depositary; the Custodian.
(a) Resignation.
The Depositary may resign as Depositary by written notice of its election so to do so delivered to the Company, such resignation to take
effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement.
(b) Removal. The
Depositary may at any time be removed by the Company by no less than 60 days prior written notice of such removal, to become effective
upon the later of (i) the 60th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary
and its acceptance of such appointment as provided in the Deposit Agreement.
(c) The Custodian.
The Depositary may appoint substitute or additional Custodians and the term “Custodian” refers to each Custodian or
all Custodians as the context requires.
(16) Amendment.
Subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities), the ADRs and the Deposit Agreement may be amended
by the Company and the Depositary, provided that any amendment that imposes or increases any fees, charges or expenses on a per ADS basis
(other than stock transfer or other taxes and other governmental charges, transfer or registration fees, a transaction fee per cancellation
request (including through SWIFT, telex or facsimile transmission), applicable delivery expenses or other such fees, charges or expenses),
or that shall otherwise prejudice any substantial existing right of Holders or beneficial owners of interests in ADSs , shall become effective
30 days after notice of such amendment shall have been given to the Holders. Every Holder of an ADR at the time any amendment to the Deposit
Agreement so becomes effective shall be deemed, by continuing to hold such ADR, to consent and agree to such amendment and to be bound
by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Holder of any ADR to surrender such
ADR and receive the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Any
amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the
ADSs to be registered on Form F-6 under the Securities Act of 1933 or (b) the ADSs or Shares to be traded solely in electronic
book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed
not to prejudice any substantial rights of Holders. Notwithstanding the foregoing, if any governmental body or regulatory body should
adopt new laws, rules or regulations which would require amendment or supplement of the Deposit Agreement or the form of ADR to ensure
compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and the ADR at any time in accordance
with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement in such circumstances may become effective
before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance. Notice
of any amendment to the Deposit Agreement or form of ADRs 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 to retrieve or receive the text of such amendment (i.e., upon
retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary).
(17) Termination.
The Depositary may, and shall at the written direction of the Company, terminate the Deposit Agreement and this ADR by mailing notice
of such termination to the Holders at least 30 days prior to the date fixed in such notice for such termination; provided, however, if
the Depositary shall have (i) resigned as Depositary hereunder, notice of such termination by the Depositary shall not be provided
to Holders unless a successor depositary shall not be operating hereunder within 60 days of the date of such resignation, or (ii) been
removed as Depositary hereunder, notice of such termination by the Depositary shall not be provided to Holders unless a successor depositary
shall not be operating hereunder on the 60th day after the Company’s notice of removal was first provided to the
Depositary. Notwithstanding anything to the contrary herein, the Depositary may terminate the Deposit Agreement (a) without notice to
the Company, but subject to giving 30 days’ notice to the Holders, under the following circumstances: (i) in the event of the
Company’s bankruptcy or insolvency, (ii) if the Company’s shares are de-listed, (iii) if the Company effects
(or will effect) a redemption of all or substantially all of the Deposited Securities, or a cash or share distribution representing a
return of all or substantially all of the value of the Deposited Securities, or (iv) there occurs a merger, consolidation, sale of
assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of Deposited Securities
and (b) immediately without prior notice to the Company, any Holder or beneficial owner of ADSs or any other person if required by any
law, rule or regulation or any governmental authority or body, or the Depositary would be subject to liability under or pursuant to any
law, rule or regulation, or by any governmental authority or body, in each case as determined by the Depositary in its reasonable discretion.
After the date so fixed
for termination, (a) all Direct Registration ADRs shall cease to be eligible for the Direct Registration System and shall be considered
ADRs issued on the ADR Register and (b) the Depositary shall use its reasonable efforts to ensure that the ADSs cease to be DTC eligible
so that neither DTC nor any of its nominees shall thereafter be a Holder. At such time as the ADSs cease to be DTC eligible and/or neither
DTC nor any of its nominees is a Holder, the Depositary shall (a) instruct its Custodian to deliver all Deposited Securities to the
Company along with a general stock power that refers to the names set forth on the ADR Register and (b) provide the Company with
a copy of the ADR Register (which copy may be sent by email or by any means permitted under the notice provisions of the Deposit Agreement).
Upon receipt of such Deposited Securities and the ADR Register, the Company shall use its best efforts to issue to each Holder a Share
certificate representing the Shares represented by the ADSs reflected on the ADR Register in such Holder’s name and to deliver such
Share certificate to the Holder at the address set forth on the ADR Register. After providing such instruction to the Custodian and delivering
a copy of the ADR Register to the Company, the Depositary and its agents will perform no further acts under the Deposit Agreement and
this ADR and shall cease to have any obligations under the Deposit Agreement and/or the ADRs. After the Company receives the copy of the
ADR Register and the Deposited Securities, the Company shall be discharged from all obligations under the Deposit Agreement except (i) to
distribute the Shares to the Holders entitled thereto and (ii) for its obligations to the Depositary and its agents.
(18) Appointment. Each
Holder and each owner and person holding an interest in ADSs or ADRs, upon acceptance of any ADSs or ADRs (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), (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 and (c) acknowledge and agree that (i) nothing
in the Deposit Agreement or any ADR shall give rise to a partnership or joint venture among the parties thereto, nor establish a fiduciary
or similar relationship among such parties, (ii) the Depositary, its divisions, branches and affiliates, and their respective agents,
may from time to time be in the possession of non-public information about the Company, Holders, beneficial owners of ADSs and/or their
respective affiliates, (iii) the Depositary and its divisions, branches and affiliates may at any time have multiple banking relationships
with the Company, Holders, beneficial owners of ADSs and/or the affiliates of any of them, (iv) the Depositary and its divisions, branches
and affiliates may, from time to time, be engaged in transactions in which parties adverse to the Company or the Holders or beneficial
owners of ADSs and/or their respective affiliates may have interests, (v) nothing contained in the Deposit Agreement or any ADR(s) shall
(A) preclude the Depositary or any of its divisions, branches or affiliates from engaging in any such transactions or establishing or
maintaining any such relationships, or (B) obligate the Depositary or any of its divisions, branches or affiliates to disclose any such
transactions or relationships or to account for any profit made or payment received in any such transactions or relationships, (vi) the
Depositary shall not be deemed to have knowledge of any information held by any branch, division or affiliate of the Depositary and (vii)
notice to a Holder shall be deemed, for all purposes of the Deposit Agreement and this ADR, to constitute notice to any and all beneficial
owners of the ADSs evidenced by such Holder's ADRs. For all purposes under the Deposit Agreement and this ADR, the Holder hereof shall
be deemed to have all requisite authority to act on behalf of any and all beneficial owners of the ADSs evidenced by this ADR.
(19) Waiver.
EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS
IN, ADSS OR ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF, BASED ON OR RELATING
IN ANY WAY TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN
OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY). No provision of this Deposit
Agreement or any ADR is intended to constitute a waiver or limitation of any rights which a Holder or any beneficial owner may have under
the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.
(20) Jurisdiction. By
holding an ADS or an interest therein, Holders and owners of interests in ADSs each irrevocably agree that any legal suit, action or proceeding
against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs or the ADRs or the transactions
contemplated thereby or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an
interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding,
and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Notwithstanding the above
or anything in the Deposit Agreement to the contrary, in the Deposit Agreement each of the parties thereto (i.e. the Company, the Depositary
and all Holders from time to time of ADRs issued thereunder (and any persons owning or holding interests in ADSs)) have agreed that: (i) the
Depositary may, in its sole discretion, elect to institute any dispute, suit, action, controversy, claim or proceeding directly or indirectly
based on, arising out of or relating to the Deposit Agreement, the ADSs or the ADRs or the transactions contemplated thereby or hereby,
including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”)
against any other party or parties (including, without limitation, Disputes, suits, actions or proceedings brought against Holders and
owners of interests in ADSs), by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out
below, and (ii) the Depositary may in its sole discretion require, by written notice to the relevant party or parties, that any Dispute,
suit, action, controversy, claim or proceeding brought by any party or parties (including, without limitation, Disputes, suits, actions
or proceedings brought by Holders and owners of interests in ADSs) against the Depositary shall be referred to and finally settled by
an arbitration conducted under the terms set out in the Deposit Agreement: provided however, notwithstanding the Depositary’s written
notice under this (ii), to the extent there are specific federal securities law violation aspects to any claims against the Company and/or
the Depositary brought by any Holder, the federal securities law violation aspects of such claims brought by a Holder against the Company
and/or the Depositary may, at the option of such Holder, remain in state or federal court in New York, New York and all other aspects,
claims, Disputes, legal suits, actions and/or proceedings brought by such Holder against the Company and/or the Depositary, including
those brought along with, or in addition to, federal securities law violation claims, would be referred to arbitration in accordance herewith.
Any such arbitration shall at the Depositary’s election be conducted either in New York, New York in accordance with the Commercial
Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission
on International Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as the appointing authority, and the
language of any such arbitration shall be English, in each case as provided in the Deposit Agreement.
A-19
RISE Education Cayman (NASDAQ:REDU)
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