File No. 333-166063
The Bank of New York
Mellon, as depositary (hereinafter called the “Depositary”), hereby certifies that_________________________________________,
or registered assigns IS THE OWNER OF _____________________________
representing deposited ordinary shares
(herein called “Shares”) of Luokung Technology Corp., incorporated under the laws of the British Virgin Islands (herein
called the “Company”). At the date hereof, each American Depositary Share represents one Share deposited or subject
to deposit under the Deposit Agreement (as such term is hereinafter defined) at the principal Hong Kong office of The Hongkong
and Shanghai Banking Corporation Limited (herein called the “Custodian”). The Depositary's Corporate Trust Office and
its principal executive office are located at 240 Greenwich Street, New York, N.Y. 10286.
240 GREENWICH STREET, NEW YORK, N.Y. 10286
This American Depositary
Receipt is one of an issue (herein called "Receipts"), all issued and to be issued upon the terms and conditions set
forth in the deposit agreement, dated as of May 14, 2010 (herein called the "Deposit Agreement"), by and among the Company,
the Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each of whom by accepting
American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit
Agreement sets forth the rights of Owners and holders and the rights and duties of the Depositary in respect of the Shares deposited
thereunder and any and all other securities, property and cash from time to time received in respect of such Shares and held thereunder
(such Shares, securities, property, and cash are herein called "Deposited Securities"). Copies of the Deposit Agreement
are on file at the Depositary's Corporate Trust Office in New York City and at the office of the Custodian.
The statements made
on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject
to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit
Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement.
Upon surrender at
the Corporate Trust Office of the Depositary of American Depositary Shares, and upon payment of the fee of the Depositary provided
in this Receipt, and subject to the terms and conditions of the Deposit Agreement, the Owner of those American Depositary Shares
is entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by those American
Depositary Shares. Such delivery will be made at the option of the Owner hereof, either at the office of the Custodian or at the
Corporate Trust Office of the Depositary, provided that the forwarding of certificates for Shares or other Deposited Securities
for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof.
Transfers of American
Depositary Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon
surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer,
in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS
and Profile as provided in Section 2.10 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and
funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations,
if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined
with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or
Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for
uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement
confirming that the Owner is the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction
(including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10 of the Deposit Agreement)
from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary
Shares, shall cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of certificated American
Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary
Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar
may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer
or surrender of American Depositary Shares not evidenced by a Receipt 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 as provided in the Deposit Agreement, may require
the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance
with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement.
The delivery of
American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the
transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American
Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any
such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement
of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement, or for any other
reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement
or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended
subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar,
if applicable, 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, and (iii) compliance with any U.S. or foreign laws or governmental regulations
relating to the American Depositary Shares or to the withdrawal of the Deposited Securities. Without limitation of the foregoing,
the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares which would be required to be registered
under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares for such offer
and sale.
If any tax or other
governmental charge shall become payable with respect to any American Depositary Shares or any Deposited Securities represented
by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner to the Depositary. The Depositary
may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by
those American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell
for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares, and may
apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge
and the Owner shall remain liable for any deficiency.
Every person depositing
Shares under the Deposit Agreement shall be deemed thereby to represent and warrant, that such Shares and each certificate therefor,
if applicable, are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares
and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the
deposit of such Shares and the sale of American Depositary Shares representing such Shares by that person are not restricted under
the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary
Shares.
Any person presenting
Shares for deposit or any Owner or holder may be required from time to time to file with the Depositary or the Custodian such proof
of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company
or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary
may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares
or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited
Securities until such proof or other information is filed or such certificates are executed or such representations and warranties
made. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval
has been granted by any governmental body in any relevant jurisdiction that is then performing the function of the regulation of
currency exchange.
The following charges
shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom
American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared
by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental
charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally
on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary
or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement,
(3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses
as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5)
a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant
to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.05
or 6.02 of the Deposit Agreement, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution
made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 of the Deposit Agreement, (7)
a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to
the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result
of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which
securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.05
or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided
in clause 9 below, (9) any other charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or
the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall
be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement
and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge
from one or more cash dividends or other cash distributions).
The Depositary,
subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary
Shares.
Notwithstanding
Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant
to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit
Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation
is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released.
The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will
be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to
be delivered, that such person, or its customer, owns the Shares or American Depositary Shares to be remitted, as the case may
be, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable
by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations
as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of
Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however,
that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.
The Depositary may
retain for its own account any compensation received by it in connection with the foregoing.
It is a condition
of this Receipt and every successive Owner and holder of this Receipt by accepting or holding the same consents and agrees that
when properly endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated registered securities
under the laws of New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered
securities under the laws of New York. The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American
Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends
or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes, and neither the Depositary
nor the Company shall have any obligation or be subject to any liability under the Deposit Agreement to any Holder of American
Depositary Shares unless that Holder is the Owner of those American Depositary Shares.
10.
VALIDITY
OF RECEIPT
.
This Receipt shall
not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall
have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary;
provided
,
however
that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts
are countersigned by the manual signature of a duly authorized officer of the Registrar.
11.
REPORTS;
INSPECTION OF TRANSFER BOOKS
.
The Company is subject
to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files reports with the Commission.
Those reports will be available for inspection and copying through the Commission’s EDGAR on the Internet at www.sec.gov
or at public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549.
The Depositary will
make available for inspection by Owners at its Corporate Trust Office any reports, notices and other communications, including
any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the
Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary
will also, upon written request by the Company, send to Owners copies of such reports when furnished by the Company pursuant to
the Deposit Agreement. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary
by the Company shall be furnished in English to the extent such materials are required to be translated into English pursuant to
any regulations of the Commission.
The Depositary will
keep books, at its Corporate Trust Office, for the registration of American Depositary Shares and transfers of American Depositary
Shares which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for
the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter
related to the Deposit Agreement or the American Depositary Shares.
12.
DIVIDENDS
AND DISTRIBUTIONS
.
Whenever the Depositary
receives any cash dividend or other cash distribution on any Deposited Securities, the Depositary will, if at the time of receipt
thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into
United States dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend or distribution
into dollars and will distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Article 7
hereof and Section 5.09 of the Deposit Agreement) to the Owners entitled thereto;
provided
,
however
, that in
the event that 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 an amount on account of taxes or other governmental charges, the amount distributed to the
Owners of the American Depositary Shares representing such Deposited Securities shall be reduced accordingly.
Subject to the provisions
of Section 4.11 and 5.09 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution
described in Section 4.01, 4.03 or 4.04 of the Deposit Agreement, the Depositary will cause the securities or property received
by it to be distributed to the Owners entitled thereto, in any manner that the Depositary may deem equitable and practicable for
accomplishing such distribution;
provided
,
however
, that if in the opinion of the Depositary, after consultation
with the Company to the extent practicable, such distribution cannot be made proportionately among the Owners of Receipts entitled
thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method
as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public
or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of
the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement) will
be distributed by the Depositary to the Owners of Receipts entitled thereto all in the manner and subject to the conditions described
in Section 4.01 of the Deposit Agreement. The Depositary may withhold any distribution of securities under Section 4.02 of the
Deposit Agreement if it has not received satisfactory assurances from the Company that the distribution does not require registration
under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property
it would otherwise distribute under this Article that is sufficient to pay its fees and expenses in respect of that distribution.
If any distribution
consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall, subject to the following sentence, if
the Company so requests in writing, deliver to the Owners entitled thereto, an aggregate number of American Depositary Shares representing
the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement
with respect to the deposit of Shares and issuance of American Depositary Shares and after deduction or the withholding of any
tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees and expenses
of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement (and the Depositary may sell, by public
or private sale, an amount of Shares received sufficient to pay its fees and expenses in respect of that distribution). The Depositary
may withhold any such delivery of American Depositary Shares if it has not received satisfactory assurances from the Company that
such distribution does not require registration under the Securities Act of 1933. In lieu of delivering fractional American Depositary
Shares in any such case, the Depositary will sell the amount of Shares represented by the aggregate of such fractions and distribute
the net proceeds, all in the manner and subject to the conditions described in Section 4.01 of the Deposit Agreement. If additional
American Depositary Shares are not so delivered, each American Depositary Share shall thenceforth also represent the additional
Shares distributed upon the Deposited Securities represented thereby.
In the event that
the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose
of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as
the Depositary deems necessary and practicable to pay any such taxes or charges, and the Depositary shall distribute the net proceeds
of any such sale after deduction of such taxes or charges to the Owners of Receipts entitled thereto.
13.
RIGHTS
.
In the event that
the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such
rights available to any Owners or in disposing of such rights on behalf of any Owners and making the net proceeds available to
such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights
available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall
allow the rights to lapse. If at the time of the offering of any rights the Depositary determines in its discretion that it is
lawful and feasible to make such rights available to all or certain Owners but not to other Owners, the Depositary may distribute
to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary
Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate.
In circumstances
in which rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments in order
to exercise the rights allocable to the American Depositary Shares of such Owner under the Deposit Agreement, the Depositary will
make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected
in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has
determined in its sole discretion are reasonably required under applicable law.
If the Depositary
has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant
to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to
the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise
of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants
or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company
shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary
will cause the Shares so purchased to be deposited pursuant to Section 2.02 of the Deposit Agreement, and shall, pursuant to Section
2.03 of the Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a distribution pursuant to the
second paragraph of this Article 13, such deposit shall be made, and depositary shares shall be delivered, under depositary arrangements
which provide for issuance of depositary shares subject to the appropriate restrictions on sale, deposit, cancellation, and transfer
under applicable United States laws.
If the Depositary
determines in its discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may
sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to
whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales
(net of the fees and expenses of the Depositary as provided in Section 5.09 of the Deposit Agreement and all taxes and governmental
charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement) for the account
of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without
regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American Depositary
Shares or otherwise.
The Depositary will
not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration
under the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions of such Act;
provided, that nothing in the Deposit Agreement shall create any obligation on the part of the Company to file a registration statement
with respect to such rights or underlying securities or to endeavor to have such a registration statement declared effective. If
an Owner requests the distribution of warrants or other instruments, notwithstanding that there has been no such registration under
the Securities Act of 1933, the Depositary shall not effect such distribution unless it has received an opinion from recognized
counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Owner is exempt
from such registration.
The Depositary shall
not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general
or any Owner in particular.
14.
CONVERSION
OF FOREIGN CURRENCY
.
Whenever the Depositary
or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment
of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the
Depositary shall convert or cause to be converted by sale or in any other manner that it may determine, such foreign currency into
Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any
warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments
upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard
to any distinctions among Owners on account of exchange restrictions, the date of delivery of any American Depositary Shares or
otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09
of the Deposit Agreement.
If such conversion
or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file
such application for approval or license, if any, as it may deem desirable.
If at any time the
Depositary shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible
on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency
thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval
or license is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute the foreign
currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in
its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts
of, the Owners entitled to receive the same.
If any such conversion
of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary
may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto
and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without
liability for interest thereon for the respective accounts of, the Owners entitled thereto.
15.
RECORD DATES
.
Whenever any cash
dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights
shall be issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting of holders
of Shares or other Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that
are represented by each American Depositary Share, or whenever the Depositary shall find it necessary or convenient, the Depositary
shall fix a record date, which shall the same as or as near as practicable to any corresponding record date established by the
Company in respect of the Shares or other Deposited Securities (a) for the determination of the Owners who shall be (i) entitled
to receive such dividend, distribution or rights or the net proceeds of the sale thereof, (ii) entitled to give instructions for
the exercise of voting rights at any such meeting or (iii) responsible for any fee assessed by the Depositary pursuant to the Deposit
Agreement, or (b) on or after which each American Depositary Share will represent the changed number of Shares, subject to
the provisions of the Deposit Agreement.
16.
VOTING OF
DEPOSITED SECURITIES
.
Upon receipt of notice
of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall,
as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion
of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary
from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled,
subject to any applicable provision of law and of the articles of association or similar documents of the Company, to instruct
the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities
represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may
be given, including an express indication that instructions may be given or deemed given in accordance with the last sentence of
this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company.
Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established
by the Depositary for such purpose, the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount
of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set
forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the
Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph
and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner
on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the
Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities
represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the
Company to vote that amount of Deposited Securities,
except that
no such instruction shall be deemed given and no such discretionary
proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide
such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y)
substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares..
In order to give Owners
a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the
Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice
of any such meeting and details concerning the matters to be voted upon not less than 45 days prior to the meeting date.
There can be no assurance
that Owners generally or any Owner in particular will receive the notice described in this Section 4.07 sufficiently prior to the
instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the instructions
of any Owner.
17.
CHANGES
AFFECTING DEPOSITED SECURITIES
.
Upon any change
in nominal value, change in par value, split-up, consolidation, or any other reclassification of Deposited Securities, or upon
any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party,
or upon the redemption or cancellation by the Company of the Deposited Securities, any securities, cash or property which shall
be received by the Depositary or a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited Securities
shall be treated as new Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent,
in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received, unless additional
Receipts are delivered pursuant to the following sentence. In any such case the Depositary may deliver additional American Depositary
Shares as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such new Deposited Securities.
18.
LIABILITY
OF THE COMPANY AND DEPOSITARY
.
Neither the Depositary
nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or
holder, (i) if by reason of any provision of any present or future law or regulation of the United States, the BVI or any other
country, or of any governmental or regulatory authority, or by reason of any provision, present or future, of the memorandum and
articles of association or any similar document of the Company, or by reason of any provision of any securities issued or distributed
by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances
beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from or be subject to any civil or criminal
penalty on account of doing or performing any act or thing which by the terms of the Deposit Agreement or Deposited Securities
it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance
of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason
of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, (iv) for the inability of any
Owner or holder 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 Owners or holders, or (v) for any special, consequential
or punitive damages for any breach of the terms of the Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.01,
4.02 or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or
for any other reason, such distribution or offering may not be made available to Owners of Receipts, and the Depositary may not
dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the
Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company
(nor any of its directors, officers, employees, agents and affiliates) nor the Depositary assumes any obligation or shall be subject
to any liability under the Deposit Agreement to Owners or holders, except that the Company and the Depositary agree to perform
their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not be
subject to any liability with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company
(nor any of its directors, officers, employees, agents and affiliates) shall be under any obligation to appear in, prosecute or
defend any action, suit, or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares,
on behalf of any Owner or holder or other person. Neither the Depositary nor the Company (nor any of its directors, officers, employees,
agents and affiliates) shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Owner or holder, or any other person believed by it in good
faith to be competent to give such advice or information. 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 a 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 the acts or omissions of any securities depository, clearing agency or settlement system in connection
with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for
any failure to carry out any instructions to vote any of the Deposited Securities or for the manner in which any such vote is cast
or the effect of any such vote, provided that any such action or nonaction is in good faith.
No disclaimer of
liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.
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19.
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RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN
.
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The Depositary may
at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided
in the Deposit Agreement. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal,
to become effective upon the later of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment
of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary in its discretion
may appoint a substitute or additional custodian or custodians.
20.
AMENDMENT
.
The form of the
Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the
Company and the Depositary without the consent of Owners or holders in any respect which they may deem necessary or desirable.
Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration
fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice
any substantial existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until
the expiration of thirty days after notice of such amendment shall have been given to the Owners of outstanding American Depositary
Shares. Every Owner and holder of American Depositary Shares, at the time any amendment so becomes effective, shall be deemed,
by continuing to hold American Depositary Shares or any interest therein, to consent and agree to such amendment and to be bound
by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner to surrender American
Depositary Shares and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions
of applicable law.
21.
TERMINATION
OF DEPOSIT AGREEMENT
.
The Company may
terminate the Deposit Agreement by instructing the Depositary to mail notice of termination to the Owners of all American Depositary
Shares then outstanding at least 30 days prior to the termination date included in such notice. The Depositary may likewise terminate
the Deposit Agreement, if at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation
notice and if a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement;
in such case the Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then outstanding
at least 30 days prior to the termination date. On and after the date of termination, the Owner of American Depositary Shares will,
upon (a) surrender of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary
Shares referred to in Section 2.05, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to
him or upon his order, of the amount of Deposited Securities represented by those American Depositary Shares. If any American Depositary
Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of
transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners thereof, and shall not give
any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect
dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in the Deposit
Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any rights or other property, upon surrender of American Depositary Shares
(after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the
account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement, and
any applicable taxes or governmental charges). At any time after the expiration of four months from the date of termination, the
Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds
of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for
the pro rata benefit of the Owners of American Depositary Shares that have not theretofore been surrendered, such Owners thereupon
becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be
discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash (after deducting,
in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner
of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes
or governmental charges). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under
the Deposit Agreement except for its obligations to the Depositary with respect to indemnification, charges, and expenses.
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22.
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DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM
.
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(a) Notwithstanding
the provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“DRS”)
and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance
thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated
American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled
thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner, to direct
the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary
Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register
such transfer.
(b) In connection
with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary
will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner
in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the
Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections
5.03 and 5.08 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary’s
reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with the
Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.
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23.
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ARBITRATION; SETTLEMENT OF DISPUTES.
|
(a) Any controversy,
claim or cause of action brought by any party hereto against the Company arising out of or relating to the Shares or other Deposited
Securities, the American Depositary Shares, the Receipts or this Agreement, or the breach hereof or thereof, shall be settled by
arbitration in accordance with the International Arbitration Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrators may be entered in any court having jurisdiction thereof;
provided
,
however
, that
in the event of any third-party litigation to which the Depositary is a party and to which the Company may properly be joined,
the Company may be so joined in any court in which such litigation is proceeding; and
provided
,
further
, that any
such controversy, claim or cause of action brought by a party hereto against the Company relating to or based upon the provisions
of the Federal securities laws of the United States or the rules and regulations promulgated thereunder shall be submitted to arbitration
as provided in this Section 7.06 if, but only if, so elected by the claimant.
The place of the
arbitration shall be The City of New York, State of New York, United States of America, and the language of the arbitration shall
be English.
The number of arbitrators
shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto,
and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the
two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause
of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant(s) and
respondent(s)), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause
of action. If such alignment and appointment shall not have occurred within thirty (30) calendar days after the initiating party
serves the arbitration demand, the American Arbitration Association shall appoint the three arbitrators, each of whom shall have
the qualifications described above. The parties and the American Arbitration Association may appoint from among the nationals of
any country, whether or not a party is a national of that country.
The arbitral tribunal
shall have no authority to award any consequential, special or punitive damages or other damages not measured by the prevailing
party’s actual damages and may not, in any event, make any ruling, finding or award that does not conform to the terms and
conditions of this Deposit Agreement.
(b) Any controversy,
claim or cause of action arising out of or relating to the Shares or other Deposited Securities, the American Depositary Shares,
the Receipts or this Deposit Agreement not subject to arbitration under this Section 7.06 shall be litigated in the Federal and
state courts in the Borough of Manhattan, The City of New York and the Company hereby submits to the personal jurisdiction of the
court in which such action or proceeding is brought.
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24.
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SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES
.
|
In the Deposit Agreement,
the Company has (i) appointed Corporation Service Company, 1133 Avenue of the Americas, Suite 3100, New York, New York 10036, in
the State of New York, as the Company's authorized agent upon which process may be served in any suit or proceeding (including
any arbitration proceeding) arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the
Receipts or this Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court in the State of New
York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent
shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.
EACH PARTY TO THE
DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR
THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY
SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF,
INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY).
To the extent that
the Company or any of its properties, assets or revenues may have or hereafter become entitled to, or have attributed to it, any
right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any
relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment
upon or prior to judgment, from attachment in aid of execution or judgment, or other legal process or proceeding for the giving
of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with
respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited
Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, to the fullest extent permitted
by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such
relief and enforcement.
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25.
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DISCLOSURE OF INTERESTS
.
|
The Company may
from time to time request Owners to provide information as to the capacity in which such Owners own or owned American Depositary
Shares and regarding the identity of any other persons then or previously interested in such American Depositary Shares and the
nature of such interest. Each Owner agrees to provide any information requested by the Company or the Depositary pursuant to this
Section 3.04. The Depositary agrees to comply with reasonable written instructions received from the Company requesting that the
Depositary forward any such requests to the Owners and to forward to the Company any such responses to such requests received by
the Depositary. The Depositary shall provide reasonable assistance to the Company, at the Company’s request and expense,
in obtaining information sought by the Company pursuant to Section 3.04 of the Deposit Agreement.