|
Filed
pursuant to Rule 424(b)(3)
Registration
Statement on Form F-6
Registration
No. 333-227701
|
[FORM OF ADR]
Number
|
CUSIP NUMBER: _____________
|
_____________
|
|
|
|
|
American Depositary Shares (each American Depositary Share representing the right to receive five (5) fully paid Class A ordinary
shares)
|
AMERICAN DEPOSITARY RECEIPT
for
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED CLASS A ORDINARY SHARES
of
WEIDAI LTD.
(Registered under the laws of the Cayman Islands)
CITIBANK, N.A., a national banking association
organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies
that _____________is the owner of ______________ American Depositary Shares (hereinafter “ADS”) representing deposited Class
A ordinary shares, including evidence of rights to receive such Class A ordinary shares, par value $0.000002 per share (the “Shares”),
of Weidai Ltd., an exempted company with limited liability registered under the laws of the Cayman Islands (the “Company”).
As of the date of issuance of this ADR, each ADS represents the right to receive five (5) Shares deposited under the Deposit Agreement
(as hereinafter defined) with the Custodian, which at the date of issuance of this ADR is Citibank, N.A. - Hong Kong (the “Custodian”).
The ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement. The Depositary’s
Principal Office is located at 388 Greenwich Street, New York, New York 10013, U.S.A.
(1)
The Deposit Agreement. This American Depositary Receipt is one of an issue of American Depositary Receipts (“ADRs”),
all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of November 19, 2018, as amended
by Amendment No. 1 to Deposit Agreement, dated as of January 26, 2022 (as so amended and as further 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 (as in effect on the date of the
signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement and the Articles
of Association, to which reference is hereby made.
All capitalized terms not defined herein shall
have the meanings ascribed thereto in the Deposit Agreement.
The Depositary makes no representation or warranty
as to the validity or worth of the Deposited Property. The Depositary has made arrangements for the acceptance of the ADSs into DTC. Each
Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC Participants to exercise and be entitled to any
rights attributable to such ADSs. The Depositary may issue Uncertificated ADSs subject, however, to the terms and conditions of Section
2.13 of the Deposit Agreement.
(2)
Surrender of ADSs and Withdrawal of Deposited Securities. The Holder of this ADR (and of the ADSs evidenced hereby)
shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the
ADSs evidenced hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly-authorized attorney of the
Holder) has duly Delivered ADSs to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable, this ADR evidencing
such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the
Depositary, this ADR Delivered to the Depositary for such purpose has been properly endorsed in blank or is accompanied by proper instruments
of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required
by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause
the Deposited Securities being withdrawn to be Delivered to or upon the written order of the person(s) designated in such order, and (iv)
all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are
set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case,
to the terms and conditions of this ADR evidencing the surrendered ADSs, of the Deposit Agreement, of the Articles of Association and
of any applicable laws and the rules of the applicable book-entry settlement system, if available, and to any provisions of or governing
the Deposited Securities, in each case as in effect at the time thereof.
Upon satisfaction of each of the conditions specified
above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, this ADR evidencing the ADSs so Delivered),
(ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and
(iii) shall direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable delay, the Deposited Securities
represented by the ADSs so canceled together with any certificate or other document of title for the Deposited Securities, or evidence
of the electronic transfer thereof (if available), as the case may be, to or upon the written order of the person(s) designated in the
order delivered to the Depositary for such purpose, subject however, in each case, to the terms and conditions of the Deposit Agreement,
of this ADR evidencing the ADSs so canceled, of the Articles of Association, of any applicable laws and of the rules of the applicable
book-entry settlement system, if available, and to the terms and conditions of or governing the Deposited Securities, in each case as
in effect at the time thereof.
The Depositary shall not accept for surrender ADSs
representing less than one (1) Share. In the case of Delivery to it of ADSs representing a number other than a whole number of Shares,
the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and
shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number of ADSs representing
any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the ADSs so surrendered and
remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes
withheld) to the person surrendering the ADSs.
Notwithstanding anything else contained in this
ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property consisting
of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions, which are
at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal.
At the request, risk and expense of any Holder so surrendering ADSs represented by this ADR, and for the account of such Holder, the Depositary
shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by
the Custodian in respect of such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be
given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.
(3)
Transfer, Combination and Split-up of ADRs. The Registrar shall register the transfer of this ADR (and of the ADSs represented
hereby) on the books maintained for such purpose and the Depositary shall (x) cancel this ADR and execute new ADRs evidencing the
same aggregate number of ADSs as those evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such
new ADRs and (z) Deliver such new ADRs to or upon the order of the person entitled thereto, if each of the following conditions has
been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary
at its Principal Office for the purpose of effecting a transfer hereof, (ii) this surrendered ADR has been properly endorsed or is
accompanied by proper instruments of transfer (including signature guarantees in accordance with standard securities industry practice),
(iii) this surrendered ADR has been duly stamped (if required by the laws of the State of New York or of the United States), and
(iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges
(as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in
each case, to the terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each case as in effect at the
time thereof.
The Registrar shall register the split-up or combination
of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall (x) cancel this
ADR and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by this ADR
canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the
order of the Holder thereof, if each of the following conditions has been satisfied: (i) this ADR has been duly Delivered by the
Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up
or combination hereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes
and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject,
however, in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each case as in
effect at the time thereof.
(4)
Pre-Conditions to Registration, Transfer, Etc. As a condition precedent to the execution and Delivery, the registration
of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of
any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs
or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee
with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any
applicable fees and charges of the Depositary as provided in Section 5.9 of, and Exhibit B to, the Deposit Agreement and in
this ADR, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other
matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations
relating to the execution and Delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations
as the Depositary and the Company may establish consistent with the provisions of this ADR, if applicable, the Deposit Agreement and applicable
law.
The issuance of ADSs against deposits of Shares
generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration
of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during
any period when the transfer books 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) 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).
(5)
Compliance With Information Requests.Notwithstanding any other provision of the Deposit Agreement or this ADR, each
Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable law,
the rules and requirements of the stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed or the Articles
of Association, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner
owns ADSs (and the Shares represented by such ADSs, as the case may be) and regarding the identity of any other person(s) interested in
such ADSs and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time
of such request.
(6)
Ownership Restrictions.Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may
restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or
the Articles of Association. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer
may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits.
The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership
interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to,
the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on
behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such
limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association. Nothing herein or in
the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions
described herein or in Section 3.5 of the Deposit Agreement.
(7)
Reporting Obligations and Regulatory Approvals. Applicable laws and regulations may require holders and beneficial
owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals
in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting
requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports,
and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither
the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever
on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under
applicable laws and regulations.
(8)
Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary
with respect to any Deposited Property, ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the Depositary. The
Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property, and
may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and apply such distributions and sale
proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial
Owners in respect of the ADSs, Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining liable for any deficiency.
The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of
ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8(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, officers, employees and Affiliates for,
and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising
from any tax benefit obtained for such Holder and/or Beneficial Owner. Neither the Depositary nor the Custodian shall be liable for the
failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s
or Beneficial Owner’s income tax liability. The obligations of Holders and Beneficial Owners under this paragraph (8) and Section
3.2 of the Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and
the termination of the Deposit Agreement. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any
information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred
by Holders and Beneficial Owners on account of their ownership of the ADSs, including without limitation, tax consequences resulting from
the Company (or any of its subsidiaries) being treated as a “Passive Foreign Investment Company” (in each case as defined
in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. Upon written request, the Depositary shall, at
the expense of the person making the request, promptly provide (i) each Holder and (ii) each person that was a Holder during the period
to which the information applies, a copy of any tax-related information provided to the Depositary by the Company for the benefit of such
Holders.
(9)
Representations and Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall
be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully
paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares
have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for
deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for
deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of
the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations
and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer
of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the
cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.
(10)
Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial
Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian
such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control
approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms of the Deposit Agreement
or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute such certifications and to make
such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered
form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the
Depositary or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary
consistent with its obligations under the Deposit Agreement and this ADR. The Depositary and the Registrar, as applicable, may withhold
the execution or delivery or registration of transfer of any ADR or ADS or the distribution or sale of any dividend or distribution of
rights or of the proceeds thereof or, to the extent not limited by paragraph (25) and the terms of Section 7.8 of the Deposit Agreement,
the delivery of any Deposited Property until such proof or other information is filed or such certifications are executed, or such representations
and warranties are made, or such other documentation or information provided, in each case to the Depositary’s, the Registrar’s
and the Company’s satisfaction.
(11)
ADS Fees and Charges. The following ADS fees are payable under the terms of the Deposit Agreement:
|
(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); and
|
|
(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.
|
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)
|
the expenses and charges incurred in the conversion of foreign currency (including transaction spreads;
|
|
(e)
|
such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other
regulatory requirements applicable to Deposited Property, ADSs and ADRs; and
|
|
(f)
|
the fees and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the servicing or delivery of Deposited
Property.
|
All ADS fees and charges may, at any time and from
time to time, be changed by agreement between the Depositary and Company but, in the case of ADS fees and charges payable by Holders and
Beneficial Owners, only in the manner contemplated by paragraph (23) of this ADR and as contemplated in Section 6.1 of the Deposit Agreement.
The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request.
ADS fees and charges 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, provided, in the case of
ADSs issued by the Depositary into DTC, that issuance fees and charges may be payable by the person for whom ADSs are being issued. ADS
fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS Record Date established
by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds
being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS
Record Date established by the Depositary will be invoiced for the amount of the ADS fees and charges and such ADS fees may be deducted
from distributions made to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS
service fee may be deducted from distributions made through DTC, and may be charged to the DTC Participants in accordance with the procedures
and practices prescribed by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the
Beneficial Owners for whom they hold ADSs.
The Depositary may reimburse the Company for certain
expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making available a portion
of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company and the Depositary agree
from time to time. The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary for such out-of-pocket
expenses, as the Depositary and the Company may agree from time to time. Responsibility for payment of such fees, charges and reimbursements
may from time to time be changed by agreement between the Company and the Depositary. Unless otherwise agreed, the Depositary shall present
its statement for such fees, charges and reimbursements to the Company once every three months. The charges and expenses of the Custodian
are for the sole account of the Depositary.
The obligations of Holders and Beneficial Owners
to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal
of such Depositary as described in Section 5.4 of the Deposit Agreement, the right to collect ADS fees and charges shall extend for those
ADS fees and charges incurred prior to the effectiveness of such resignation or removal.
(12)
Title to ADRs. Subject to the limitations contained in the Deposit Agreement and in this ADR, it is a condition of this
ADR, and every successive Holder of this ADR by accepting or holding the same consents and agrees, that title to this ADR (and to each
Certificated ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under the laws of the State of
New York, provided that, in the case of Certificated ADSs, this ADR has been properly endorsed or is accompanied by proper instruments
of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder of this ADR (that
is, the person in whose name this ADR is registered on the books of the Depositary) as the absolute owner thereof for all purposes. Neither
the Depositary nor the Company shall have any obligation nor be subject to any liability under the Deposit Agreement or this ADR to any
holder of this ADR or any Beneficial Owner unless, in the case of a holder of ADSs, such holder is the Holder of this ADR registered on
the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s representative,
is the Holder registered on the books of the Depositary.
(13)
Validity of ADR. The Holder(s) of this ADR (and the ADSs represented hereby) shall not be entitled to any benefits under
the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless this ADR has been (i) dated,
(ii) signed by the manual or facsimile signature of a duly authorized signatory of the Depositary, (iii) countersigned by the
manual or facsimile signature of a duly authorized signatory of the Registrar, and (iv) registered in the books maintained by the
Registrar for the registration of issuances and transfers of ADRs. An ADR bearing the facsimile signature of a duly-authorized signatory
of the Depositary or the Registrar, who at the time of signature was a duly-authorized signatory of the Depositary or the Registrar, as
the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the delivery
of such ADR by the Depositary.
(14)
Available Information; Reports; Inspection of Transfer Books. The Company is subject to the periodic reporting requirements
of the Exchange Act and, accordingly, is required to file or furnish certain reports with the Commission. These reports can be retrieved
from the Commission's website (www.sec.gov) and can be inspected and copied at the public reference
facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington D.C. 20549.
The Depositary shall make available for inspection by Holders at its Principal Office any reports and communications, including any proxy
soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either
of them as the holder of the Deposited Property and (b) made generally available to the holders of such Deposited Property by the Company.
The Registrar shall keep books for the registration
of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such
inspection shall not be, to the Registrar’s knowledge, for the purpose of communicating with Holders of such ADSs in the interest
of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs.
The Registrar may close the transfer books with
respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance
of its duties hereunder or under the Deposit Agreement, or at the reasonable written request of the Company subject, in all cases, to
paragraph (25) and Section 7.8(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 receipt of confirmation from
the Custodian 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
at the time of receipt thereof any amounts received in a Foreign Currency can, in the judgment of the Depositary (pursuant to Section
4.8 of the Deposit Agreement), be converted on a practicable basis into Dollars transferable to the United States, promptly convert or
cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.8 of the Deposit
Agreement), (ii) if applicable and unless previously established, establish the ADS Record Date upon the terms described in Section
4.9 of the Deposit Agreement, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges
of, and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion
to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed
without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without
liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders
of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and
does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities, or from any cash proceeds from
the sales of Deposited Property, an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders
on the ADSs shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to
the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon
request. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the
applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be
escheated as unclaimed property in accordance with the laws of the relevant states of the United States. Notwithstanding anything contained
in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution
provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.1 of
the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability
for the Depositary’s failure to perform the actions contemplated in Section 4.1 of the Deposit Agreement where such notice has not
been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
(b) Share Distributions: Upon the
timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or
free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit
Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary
shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to
the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as
such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable
fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take
all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth
also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented
thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes). In lieu of delivering
fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions
and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.
In the event that the Depositary determines that
any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated
to withhold, or, if the Company in the fulfillment of its obligations under Section 5.7 of the Deposit Agreement, has furnished an opinion
of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders
(and no such registration statement has been declared effective), the Depositary may dispose of all or a portion of such property (including
Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems
necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) taxes and (b) fees
and charges of, and the expenses incurred by, the Depositary) to Holders entitled thereto upon the terms of Section 4.1 of the Deposit
Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit
Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary
timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform
the actions contemplated in Section 4.2 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that
the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.2 of the Deposit
Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
(c) Elective Distributions in Cash or Shares:
Upon the timely receipt of a notice indicating that the Company wishes an elective distribution in cash or Shares to be made available
to Holders of ADSs upon the terms described in the Deposit Agreement, the Depositary shall consult with the Company to determine, and
the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution
available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall
have timely requested that the elective distribution be made available to Holders, (ii) the Depositary shall have determined that
such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of
Section 5.7 of the Deposit Agreement. If the above conditions are satisfied, the Depositary shall, subject to the terms and conditions
of the Deposit Agreement, establish the ADS Record Date according to paragraph (17) and establish procedures to enable the Holder hereof
to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the
distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional
ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If
such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in
the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to
the extent permitted by law, distribute to Holders, on the basis of the same determination as is made in the Cayman Islands in respect
of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 of the Deposit Agreement or
(y) additional ADSs representing such additional Shares, in each case, upon the terms described in Section 4.2 of the Deposit Agreement.
Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holder hereof a method to receive the
elective distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder hereof will be given
the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything
contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed
distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section
4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability
for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not
been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
(d) Distribution of Rights to Purchase Additional
ADSs: Upon the timely receipt by the Depositary of a notice indicating that the Company wishes rights to subscribe for additional
Shares to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist
the Depositary in its determination, whether it is lawful and reasonably practicable to make such rights available to the Holders. The
Depositary shall make such rights available to any Holders only if (i) the Company shall have timely requested that such rights be made
available to Holders, (ii) the Depositary shall have received 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. If such conditions
are not satisfied or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary shall sell the rights
as described below. In the event all conditions set forth above are satisfied, the Depositary shall establish the ADS Record Date (upon
the terms described in Section 4.9 of the Deposit Agreement) and establish procedures 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. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holders a method to
exercise rights to subscribe for Shares (rather than ADSs). If (i) the Company does not timely request the Depositary to make the rights
available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory
documentation within the terms of Section 5,7 of the Deposit Agreement or determines it is not reasonably practicable to make the rights
available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine
whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms
(including public and private sale) as it may deem practicable. The Depositary shall, upon such sale, convert and distribute proceeds
of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms
hereof and of Section 4.1 of the Deposit Agreement. If the Depositary is unable to make any rights available to Holders upon the terms
described in Section 4.4(a) of the Deposit Agreement or to arrange for the sale of the rights upon the terms described in Section 4.4(b)
of the Deposit Agreement, the Depositary shall allow such rights to lapse. The Depositary shall not be liable for (i) any failure to accurately
determine whether it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii)
any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded
to the Holders on behalf of the Company in connection with the rights distribution.
Notwithstanding anything herein or in the Deposit
Agreement to the contrary, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which
any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities
represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement
under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless the Company furnishes the Depositary
opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights
would be distributed, in each case satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders
and Beneficial Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable
laws. A liquid market for rights may not exist, and this may adversely affect (1) the ability of the Depositary to dispose of such rights
or (2) the amount the Depositary would realize upon disposal of rights. 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: Whenever the Company intends to distribute to the holders of Deposited Securities property other
than cash, Shares or rights to purchase additional Shares, the Company shall use commercially reasonable efforts to give timely notice
thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of
a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company,
and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The
Depositary shall make such distribution only if (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.
Subject to the conditions above in this paragraph
15(e) and in Section 4.5(a) of the Deposit Agreement, 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 (i) the Company does not request the Depositary
to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not
receive satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, or (iii) the Depositary determines that all
or a portion of such distribution is not reasonably practicable, 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 (1) cause the proceeds of such sale,
if any, to be converted into Dollars and (2) 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
of Section 4.1 of the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property
for the account of the Holders in any way it deems reasonably practicable under the circumstances.
Neither the Depositary nor the Company shall be
responsible for (i) any failure to determine whether it is lawful or practicable to make the property described in Section 4.5 of the
Deposit Agreement available to Holders in general or any Holders in particular, nor (ii) any loss incurred in connection with the sale
or disposal of such property.
(f) Distributions with Respect to Deposited
Securities in Bearer Form: Subject to the terms of this paragraph (15) and Article IV of the Deposit Agreement, distributions
in respect of Deposited Securities that are held by the Depositary or the Custodian in bearer form shall be made to the Depositary for
the account of the respective Holders of ADS(s) with respect to which any such distribution is made upon due presentation by the Depositary
or the Custodian to the Company of any relevant coupons, talons, or certificates. The Company shall promptly notify the Depositary of
such distributions. The Depositary or the Custodian shall promptly present such coupons, talons or certificates, as the case may be, in
connection with any such distribution.
(16)
Redemption. Upon timely receipt of notice from the Company that it intends to exercise any right of redemption in
respect of any of the Deposited Securities, and satisfactory documentation, and upon determining that such proposed redemption is practicable,
the Depositary shall (to the extent practicable) provide to each Holder a notice setting forth the Company’s intention to exercise
the redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct
the Custodian to present to the Company the Deposited Securities in respect of which redemption rights are being exercised against payment
of the applicable redemption price. Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds
representing the redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable
(a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon
delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding
Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the
Depositary. The redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to
reflect the ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited Securities represented by ADSs (subject to the terms of Section
4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by
the number of Deposited Securities represented by each ADS redeemed. Notwithstanding anything contained in the Deposit Agreement to the
contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption provided for above, the Depositary
agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.7 of the Deposit Agreement, and the Company,
the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform
the actions contemplated in Section 4.7 of the Deposit Agreement where such notice has not been so timely given, other than its failure
to use commercially reasonable efforts, as provided herein.
(17)
Fixing of ADS Record Date. Whenever (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 affected the Deposited Securities). Subject to applicable law, the terms
and conditions of this ADR and Sections 4.1 through 4.8 of the Deposit Agreement, only the Holders of ADSs at the close of business in
New York on such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice
or solicitation, or otherwise take action.
(18)
Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders
of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the Depositary
shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit
Agreement. The Depositary shall, if requested by the Company in writing in a timely manner, at the Company’s expense and provided
no U.S. legal prohibitions exist, use good faith efforts to distribute 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 in which such voting instructions may be given. The Company shall use commercially reasonable efforts
to provide such request to the Depositary at least thirty (30) days prior to the date of the relevant vote or meeting.
Notwithstanding anything contained in the Deposit
Agreement or this ADR, the Depositary may, to the extent not prohibited by laws 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 a poll is demanded. The Depositary will not join in demanding a poll, whether or not requested to do
so by Holders of ADSs. The Company has informed the Depositary that, under the Articles of Association (as in effect on the date of the
Deposit Agreement), a poll may be demanded by the chairman of the meeting or by certain shareholders present at the meeting in person
or by proxy.
Voting instructions may be given only in respect
of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS
Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and
permitted under applicable law, the provisions of the Deposit Agreement, the Articles of Association and the provisions of the Deposited
Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s
ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the
Custodian to vote all Deposited Securities in accordance with the voting instructions timely received from a majority of Holders of ADSs
who timely provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary
will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders
of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by
the Depositary for such purpose and voting is by poll, such Holder shall be deemed, and the Depositary shall (unless otherwise specified
in the notice distributed to Holders) deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated
by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary
with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy
to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
None of the Company, 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 in
the Deposit Agreement or herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner
in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder
(unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set
forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the
Depositary from the Holder shall not be voted (except as otherwise contemplated herein or in the Deposit Agreement). Notwithstanding anything
else contained herein or in the Deposit Agreement, the Depositary shall, if so requested in writing by the Company, represent all Deposited
Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record
Date) for the sole purpose of establishing quorum at a meeting of shareholders.
Notwithstanding anything else contained in the
Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation
of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws or if the Depositary has
not distributed the materials referred to in the first paragraph of Section 4.10 of the Deposit Agreement. The Company agrees to take
any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited
Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by
the Depositary.
There can be no assurance that Holders generally
or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions
to the Depositary, or otherwise take action, in a timely manner.
(19)
Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation
or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, consolidation or sale of
assets affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian in exchange
for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law,
be treated as new Deposited Property under the Deposit Agreement, and this ADR shall, subject to the provisions of the Deposit Agreement,
this ADR 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 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. Neither the Company nor the Depositary shall
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; provided, that this sentence shall not limit the Company’s obligations
or liabilities to the Depositary or any “indemnified person” (as defined in Section 5.8 of the Deposit Agreement).
(20)
Exoneration.Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company
shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any liability
(to the extent not limited by Section 7.8(b) (i) if the Depositary, the Custodian, the Company or their respective agents shall be prevented
or forbidden from, 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 war or other circumstances beyond its control (including, without limitation,
nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions,
explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit
Agreement or in the Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance
upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial
Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information,
(iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made
available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs,
(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 thereof, 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 best efforts to appoint a successor depositary, which shall be a bank or trust company
having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall be required by the Company to execute
and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor
depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers,
duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement). The predecessor
depositary, upon payment of all sums due it and on the written request of the Company, shall, (i) execute and deliver an instrument transferring
to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9 of the Deposit
Agreement), (ii) duly assign, transfer and deliver all of the Depositary’s right, title and interest to the Deposited Property
to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADSs and such other information relating
to ADSs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly provide notice of its
appointment to such Holders.
Any entity into or with which the Depositary may
be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.
(23)
Amendment/Supplement. Subject to the terms and conditions of this paragraph (23), Section 6.1 of the Deposit Agreement
and applicable law, this ADR and any provisions of the Deposit Agreement may at any time and from time to time be amended or supplemented
by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior
written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other
than charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such
expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however,
become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment or supplement shall have
been given to the Holders of outstanding ADSs. Notice of any amendment to the Deposit Agreement or any ADR shall not need to describe
in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render
such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for
Holders and Beneficial Owners to retrieve or receive the text of such amendment (e.g., upon retrieval from the Commission’s,
the Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto agree that any amendments
or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered
on Form F-6 under the Securities Act or (b) the ADSs to be settled solely in electronic book-entry form and (ii) do not in either such
case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial rights
of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall
be deemed, by continuing to hold such ADSs, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement
and this ADR, if applicable, as amended or supplemented thereby. In no event shall any amendment or supplement impair the right of the
Holder to surrender such ADS and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory
provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which
would require an amendment of, or supplement to, the Deposit Agreement to ensure compliance therewith, the Company and the Depositary
may amend or supplement the Deposit Agreement and this ADR at any time in accordance with such changed laws, rules or regulations. Such
amendment or supplement to the Deposit Agreement and this ADR in such circumstances may become effective before a notice of such amendment
or supplement is given to Holders or within any other period of time as required for compliance with such laws, rules or regulations.
(24)
Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement
by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed
in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company
a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company shall have delivered to the
Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed
and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by
distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed
in such notice for such termination. The date so fixed for termination of the Deposit Agreement in any termination notice so distributed
by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the
Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the Holders and Beneficial Owners will be
entitled to all of their rights under the Deposit Agreement.
If any ADSs shall remain outstanding after the
Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts
under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Deposit Agreement,
continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in
respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after
deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable
taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9
of the Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary
under the Deposit Agreement.
At any time after the Termination Date, the Depositary
may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such
sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account and without liability for
interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale, the Depositary
shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after
deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable
taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9
of the Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Deposit Agreement. After the Termination
Date, the Company shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Depositary under
Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement of Holders and Beneficial
Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable
ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement (except as specifically
provided in the Deposit Agreement).
(25)
Compliance with U.S. Securities Laws. Notwithstanding any provisions in this ADR or the Deposit Agreement to the
contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be
permitted by Instruction I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under
the Securities Act.
(26) Compliance
with, and No Disclaimer under, U.S. Securities Laws. (a) Notwithstanding anything in 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 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
(27)
No Third-Party Beneficiaries/Acknowledgments. 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 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, (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.
(28)
Governing Law / Waiver of Jury Trial. The Deposit Agreement and the ADRs shall be interpreted in accordance with,
and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without
reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present
or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the
obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by
the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities).
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.”]
Weidai (NYSE:WEI)
Historical Stock Chart
From May 2024 to Jun 2024
Weidai (NYSE:WEI)
Historical Stock Chart
From Jun 2023 to Jun 2024