| |
Filed pursuant to Rule 424(b)(3) |
| |
Registration Statement on Form F-6 |
| |
Registration No.: 333-271683 |
| |
|
|
| |
|
No. of ADSs: |
| Number |
|
|
| |
|
Each ADS represents |
| |
|
[Ten (10)][Two Hundred (200)]1 Shares |
| |
|
|
| |
|
CUSIP: |
AMERICAN DEPOSITARY RECEIPT
evidencing
AMERICAN DEPOSITARY SHARES
representing
ORDINARY SHARES
of
NAAS TECHNOLOGY INC.
(Incorporated under the laws of the Cayman Islands)
JPMORGAN CHASE BANK, N.A., a national banking
association organized under the laws of the United States of America, as depositary hereunder (in such capacity, the
"Depositary"), hereby certifies that ______________________ is the registered owner (a "Holder")
of ______________________ American depositary shares ("ADSs"), each (subject to paragraph (13) (Changes
Affecting Deposited Securities)) representing [ten (10)][two hundred (200)]1 ordinary shares (including the rights to
receive Shares described in paragraph (1) (Issuance of ADSs), "Shares" and, together with any other
securities, cash or property from time to time held by the Depositary in respect or in lieu of deposited Shares, the
"Deposited Securities"), of NaaS Technology Inc., a company incorporated under the laws of the Cayman Islands (the
"Company"), deposited under the Amended and Restated Deposit Agreement, dated as of May 30, 2024 (as amended from
time to time, the "Deposit Agreement"), among the Company, the Depositary and all Holders and Beneficial Owners
from time to time of American Depositary Receipts issued thereunder ("ADRs"), each of whom by accepting an ADR
becomes a party thereto. The Deposit Agreement and this ADR (which includes the provisions set forth on the reverse hereof) shall be
governed by and construed in accordance with the internal laws of the State of New York without giving effect to the application of
the conflict of law principles thereof. All capitalized terms used herein, and not defined herein, shall have the meanings ascribed
to such terms in the Deposit Agreement.
1 On and prior
to the close of business (NY time) on June 12, 2024, each ADS represents ten Shares and as of the open of business (NY time) on June 13,
2024 each ADS will represent two hundred Shares.
(1) Issuance of ADSs.
(a) Issuance. This ADR is one of the ADRs
issued under the Deposit Agreement. Subject to the other provisions hereof, the Depositary may so issue ADRs for delivery at the Transfer
Office only against deposit of: (i) Shares in a form satisfactory to the Custodian; or (ii) rights to receive Shares from the Company
or any registrar, transfer agent, clearing agent or other entity recording Share ownership or transactions. At the request, risk and expense
of the person depositing Shares or rights to receive Shares, the Depositary may accept such Shares and/or deposits for forwarding to the
Custodian and may deliver ADRs at a place other than its office.
(b) Lending. In its capacity as Depositary,
the Depositary shall not lend Shares or ADSs.
(c) Representations and Warranties of Depositors.
Every person depositing Shares under the Deposit Agreement represents and warrants that:
| (i) | such Shares and the certificates therefor are duly authorized, validly issued and outstanding, fully paid, nonassessable and legally
obtained by such person, |
| (ii) | all pre-emptive and comparable rights, if any, with respect to such Shares have been validly waived or exercised, |
| (iii) | the person making such deposit is duly authorized so to do, |
| (iv) | the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim
and |
| (v) | such Shares (A) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of 1933 ("Restricted
Securities") unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and
such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under
the Securities Act of 1933. To the extent the person depositing Shares is an "affiliate" of the Company as such term is defined
in Rule 144, the person also represents and warrants that upon the sale of the ADSs, all of the provisions of Rule 144 that enable the
Shares to be freely sold (in the form of ADSs) will be fully complied with and, as a result thereof, all of the ADSs issued in respect
of such Shares will not be on the sale thereof, Restricted Securities. |
Such representations and warranties shall survive
the deposit and withdrawal of Shares and the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any
of the representations or warranties are incorrect in any way, the Company and the Depositary may, at the cost of the breaching Holder
(including, without limitation, any Holder acting on behalf of a third party) and/or Beneficial Owner, take any and all actions necessary
to correct the consequences of such misrepresentation.
(d) The Depositary may refuse to accept for such
deposit any Shares identified by the Company in order to facilitate compliance with the requirements of the securities laws, rules and
regulations of the United States, including, without limitation, the Securities Act of 1933 and the rules and regulations made thereunder.
(2) Withdrawal of Deposited Securities.
Subject to paragraphs (4) (Certain Limitations to Registration, Transfer etc.), (5) (Liability of Holder or Beneficial Owner
for Taxes, Duties and Other Charges) and (7) (Charges of Depositary) and to the provisions of or governing the Deposited Securities
(including, without limitation, the Company's governing documents and all applicable laws, rules and regulations), upon surrender of (a)
a certificated ADR in a form satisfactory to the Depositary at the Transfer Office or (b) proper instructions and documentation in the
case of a Direct Registration ADR, the Holder hereof is entitled to delivery at the Custodian's office (or from the Custodian to the extent
dematerialized) of the Deposited Securities at the time represented by the ADSs evidenced by this ADR. At the request, risk and expense
of the Holder hereof, the Depositary may deliver such Deposited Securities (including any certificates therefor) at such other place as
may have been requested by the Holder. Notwithstanding any other provision of the Deposit Agreement or this ADR, the withdrawal of Deposited
Securities may be restricted only for the reasons set forth in General Instruction I.A.(1) of Form F-6 (as such instructions may be amended
from time to time) under the Securities Act of 1933.
(3) Transfers, Split-Ups and Combinations of
ADRs. The Depositary or its agent will keep, at a designated transfer office (the "Transfer Office"), (a) a register
(the "ADR Register") for the registration, registration of transfer, combination and split-up of ADRs, and, in the case
of Direct Registration ADRs, shall include the Direct Registration System, which at all reasonable times will be open for inspection by
Holders and the Company for the purpose of communicating with Holders in the interest of the business of the Company or a matter relating
to the Deposit Agreement and (b) facilities for the delivery and receipt of ADRs. The term ADR Register includes the Direct Registration
System. Title to this ADR (and to the Deposited Securities represented by the ADSs evidenced hereby), when properly endorsed (in the case
of ADRs in certificated form) and/or upon delivery to the Depositary of proper instruments of transfer, is transferable by delivery with
the same effect as in the case of negotiable instruments under the laws of the State of New York; provided that the Depositary,
notwithstanding any notice to the contrary, may treat the person in whose name this ADR is registered on the ADR Register as the absolute
owner hereof for all purposes and neither the Depositary nor the Company will have any obligation or be subject to any liability under
the Deposit Agreement or any ADR to any Beneficial Owner, unless such Beneficial Owner is the Holder hereof. Subject to paragraphs (4)
(Certain Limitations to Registration, Transfer, etc.) and (5) (Liability of Holder or Beneficial Owner for Taxes, Duties and
Other Charges), this ADR is transferable on the ADR Register and may be split into other ADRs or combined with other ADRs into one
ADR, evidencing the aggregate number of ADSs surrendered for split-up or combination, by the Holder hereof or by duly authorized attorney
upon surrender of this ADR at the Transfer Office properly endorsed (in the case of ADRs in certificated form) or upon delivery to the
Depositary of proper instruments of transfer and duly stamped as may be required by applicable law; provided that the Depositary
may close the ADR Register (and/or any portion thereof) at any time or from time to time when deemed expedient by it. Additionally, at
the reasonable request of the Company, the Depositary may close the issuance book portion of the ADR Register solely in order to enable
the Company to comply with applicable law; provided, further, that the Depositary shall have no liability and shall be indemnified by
the Company in such event. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated ADR with a
Direct Registration ADR, or vice versa, execute and deliver a certificated ADR or a Direct Registration ADR, as the case may be, for any
authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the certificated ADR or Direct
Registration ADR, as the case may be, substituted.
(4) Certain Limitations to Registration, Transfer,
etc. Prior to the issue, registration, registration of transfer, split-up or combination of any ADR, the delivery of any distribution
in respect thereof, or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities), the withdrawal of any
Deposited Securities, and from time to time in the case of clause (b)(ii) of this paragraph (4), the Company, the Depositary or the Custodian
may require:
(a) payment with respect thereto of (i) any stock
transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers
of Shares or other Deposited Securities upon any applicable register and (iii) any applicable charges as provided in paragraph (7) (Charges
of Depositary) of this ADR;
(b) the production of proof satisfactory to it of
(i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information
as to citizenship, residence, exchange control approval, beneficial or other ownership of, or interest in, any securities, compliance
with applicable law, regulations, provisions of or governing Deposited Securities and terms of the Deposit Agreement and this ADR, as
it may deem necessary or proper; and
(c) compliance with such regulations as the Depositary
may establish consistent with the Deposit Agreement or as the Depositary believes are required, necessary or advisable in order to comply
with applicable laws, rules and regulations.
The issuance of ADRs, the acceptance of deposits
of Shares, the registration, registration of transfer, split-up or combination of ADRs or, subject to the last sentence of paragraph (2)
(Withdrawal of Deposited Securities), the withdrawal and delivery of Deposited Securities may be suspended, generally or in particular
instances, when the ADR Register or any register for Deposited Securities is closed or when any such action is deemed required, necessary
or advisable by the Depositary for any reason.
(5) Liability of Holder or Beneficial Owner
for Taxes, Duties and Other Charges.
(a)
Liability for Taxes. If any tax or other governmental charges (including any penalties and/or interest) shall become payable
by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced
hereby or any distribution thereon, including, without limitation, any Chinese enterprise income tax owed if the Circular Guoshuifa [2009]
No. 82 issued by the Chinese State Administration of Taxation (SAT) or any other circular, edict, order or ruling, as issued and as from
time to time amended, is applied or otherwise, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary
and by holding or owning, or having held or owned, this ADR or any ADSs evidenced hereby, the Holder and all Beneficial Owners hereof
and thereof, and all prior Holders and Beneficial Owners hereof and thereof, jointly and severally, agree to indemnify, defend and save
harmless each of the Depositary and its agents in respect of such tax or other governmental charge.
Neither the Depositary, nor any of its agents,
shall be liable to Holders or Beneficial Owners of the ADSs and ADRs for failure of any of them to comply with applicable tax laws, rules
and/or regulations.
Notwithstanding the Depositary's right to seek
payment from current and former Holders and Beneficial Owners, the Holder(s) and Beneficial Owner(s) hereof (and all prior Holder(s) and
Beneficial Owner(s) hereof) acknowledge and agree that the Depositary has no obligation to seek payment of amounts owing under this paragraph
(5) from any current or former Beneficial Owner.
The Depositary may refuse to effect any registration,
registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited
Securities), any withdrawal of such Deposited Securities until such payment is made.
The Depositary may also deduct from any distributions
on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of
such Deposited Securities, and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental
charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced hereby to reflect any such
sales of Shares. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency
all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian
will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority
or agency by the Depositary or the Custodian.
To the extent not prohibited by law, rule, regulation,
fiduciary duty, contractual or confidential obligation or otherwise, the Depositary will forward to the Company such information actually
in the Depositary's possession from the transfer records maintained by the Depositary in accordance with the Depositary's policies and
procedures as the Company may reasonably request in writing to enable the Company to file any reports required to be filed by the Company
with governmental authorities or agencies to comply with applicable law; provided, however, for the avoidance of doubt, the Depositary
shall have no liability for the accuracy of any such information and shall not be required to incur or become subject to any risk, liability,
cost or expense and shall be indemnified by the Company in connection with the foregoing.
If the Depositary determines that any distribution
in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian
is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary
deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of
any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto.
(b)
Indemnification Related to Taxes. Each Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the
Custodian and any of their respective officers, directors, employees, agents and affiliates against, and hold each of them harmless from,
any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes,
reduced rate of withholding at source or other tax benefit obtained which obligations shall survive any transfer or surrender of ADSs
or the termination of the Deposit Agreement.
(6) Disclosure of Interests.
(a) General. To the extent that the provisions
of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of, or interest in,
Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such
disclosure or limits, Holders and Beneficial Owners agree to comply with all such disclosure requirements and ownership limitations and
to comply with any reasonable Company instructions in respect thereof. The Company reserves the right to instruct Holders to deliver their
ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof
as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts
to inform Holders of the Company’s exercise of its rights under this paragraph, and to consult with, and provide reasonable assistance,
without risk, liability or expense on the part of the Depositary, the Company on the manner or manners in which it may enforce such rights
with respect to any Holder.
(b) Jurisdiction Specific.
Any summary of the laws and regulations of the Cayman
Islands and of the terms of the Company's constituent documents has been provided by the Company solely for the convenience of Holders,
Beneficial Owners and the Depositary. While such summaries are believed by the Company to be accurate as of the date of the Deposit Agreement,
they are (i) summaries and as such may not include all aspects of the materials summarized as applicable to a Holder or Beneficial Owner,
and (ii) provided by the Company as of the date of the Deposit Agreement. The Holder or Beneficial Owner acknowledges that these laws
and regulations and the Company's constituent documents may change after the date of the Deposit Agreement. Neither the Depositary nor
the Company has any obligation to update any such summaries.
(7) Charges of Depositary.
(a) Rights of the Depositary. The Depositary
may charge, and collect from, (i) each person to whom ADSs are issued, including, without limitation, issuances against deposits of Shares,
issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph (10) (Distributions
on Deposited Securities)), issuances pursuant to a stock dividend or stock split declared by the Company, or issuances pursuant to
a merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities, and (ii) each
person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, a fee of
up to U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered, or upon which a Share Distribution
or elective distribution is made or offered (as the case may be). The Depositary may sell (by public or private sale) sufficient securities
and property received in respect of Share Distributions, Rights and Other Distributions prior to such deposit to pay such charge.
(b) Additional Fees, Charges and Expenses by the
Depositary. The following additional fees, charges and expenses shall also be incurred by the Holders, the Beneficial Owners, by any
party depositing or withdrawing Shares or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation,
issuances pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the ADSs or the Deposited
Securities or a distribution of ADSs pursuant to paragraph (10) (Distributions on Deposited Securities)), whichever is applicable:
| (i) | a fee of up to U.S.$0.05 per ADS held for any Cash distribution made, or for any elective cash/stock dividend offered, pursuant to
the Deposit Agreement, |
| (ii) | a fee of up to U.S.$0.05 per ADS held for the direct or indirect distribution of securities (other than ADSs or rights to purchase
additional ADSs pursuant to paragraph (10) hereof) or the net cash proceeds from the public or private sale of any such securities, regardless
of whether any such distribution and/or sale is made by, for, or received from, or (in each case) on behalf of, the Depositary, the Company
and/or any third party (which fee may be assessed against Holders as of a record date set by the Depositary), |
| (iii) | an aggregate fee of up to U.S.$0.05 per ADS per calendar year (or portion thereof) for services performed by the Depositary in administering
the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against Holders as of the record
date or record dates set by the Depositary during each calendar year and shall be payable at the sole discretion of the Depositary by
billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), and |
| (iv) | an amount for the reimbursement of such charges and expenses as are incurred by the Depositary and/or any of its agents (including,
without limitation, the Custodian, as well as charges and expenses incurred on behalf of Holders in connection with compliance with foreign
exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the Shares or
other Deposited Securities, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities
or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation (which charges
and expenses may be assessed on a proportionate basis against Holders as of the record date or dates set by the Depositary and shall be
payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge or expense from one or more cash
dividends or other cash distributions). |
(c) Other Obligations, Fees, Charges and Expenses.
The Company will pay all other fees, charges and expenses of the Depositary and any agent of the Depositary (except the Custodian) pursuant
to agreements from time to time between the Company and the Depositary, except:
| (i) | stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares); |
| (ii) | a transaction fee per cancellation request (including any cancellation request made through SWIFT, facsimile transmission or any other
method of communication) as disclosed on the "Disclosures" page (or successor page) of www.adr.com
(as updated by the Depositary from time to time, "ADR.com") and any applicable delivery expenses (which are payable by
such persons or Holders); and |
| (iii) | transfer or registration expenses for the registration or transfer of Deposited Securities on any applicable register in connection
with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited
Securities). |
(d) Foreign Exchange Related Matters. To facilitate
the administration of various depositary receipt transactions, including disbursement of dividends or other cash distributions and other
corporate actions, the Depositary may engage the foreign exchange desk within JPMorgan Chase Bank, N.A. (the "Bank")
and/or its affiliates in order to enter into spot foreign exchange transactions to convert foreign currency into U.S. dollars ("FX
Transactions"). For certain currencies, FX Transactions are entered into with the Bank or an affiliate, as the case may be, acting
in a principal capacity. For other currencies, FX Transactions are routed directly to and managed by an unaffiliated local custodian (or
other third-party local liquidity provider), and neither the Bank nor any of its affiliates is a party to such FX Transactions.
The foreign exchange rate applied to an FX Transaction
will be either (i) a published benchmark rate, or (ii) a rate determined by a third-party local liquidity provider, in each case
plus or minus a spread, as applicable. The Depositary will disclose which foreign exchange rate and spread, if any, apply to such currency
on the "Disclosures" page (or successor page) of ADR.com. Such applicable foreign exchange rate and spread may (and neither
the Depositary, the Bank nor any of their affiliates is under any obligation to ensure that such rate does not) differ from rates and
spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates and spreads at which
the Bank or any of its affiliates enters into foreign exchange transactions in the relevant currency pair on the date of the FX Transaction.
Additionally, the timing of execution of an FX Transaction varies according to local market dynamics, which may include regulatory requirements,
market hours and liquidity in the foreign exchange market or other factors. Furthermore, the Bank and its affiliates may manage the associated
risks of their position in the market in a manner they deem appropriate without regard to the impact of such activities on the Company,
the Depositary, Holders or Beneficial Owners. The spread applied does not reflect any gains or losses that may be earned or incurred by
the Bank and its affiliates as a result of risk management or other hedging related activity.
Notwithstanding the foregoing, to the extent the
Company provides U.S. dollars to the Depositary, neither the Bank nor any of its affiliates will execute an FX Transaction as set forth
herein. In such case, the Depositary will distribute the U.S. dollars received from the Company.
Further details relating to the applicable foreign
exchange rate, the applicable spread and the execution of FX Transactions will be provided by the Depositary on ADR.com. The Company,
Holders and Beneficial Owners each acknowledge and agree that the terms applicable to FX Transactions disclosed from time to time on ADR.com
will apply to any FX Transaction executed pursuant to the Deposit Agreement.
(e) The right of the Depositary to charge and receive
payment of fees, charges and expenses as provided above shall survive the termination of the Deposit Agreement. Upon the resignation or
removal of the Depositary, such right shall extend for those fees, charges and expenses incurred prior to the effectiveness of such resignation
or removal.
(f) Disclosure of Potential Depositary Payments.
The Depositary anticipates reimbursing the Company for certain expenses incurred by the Company that are related to the establishment
and maintenance of the ADR program upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary
may make available to the Company a set amount or a portion of the Depositary fees charged in respect of the ADR program or otherwise
upon such terms and conditions as the Company and the Depositary may agree from time to time.
(g) The Depositary may agree to reduce or waive certain
fees, charges and expenses provided herein and in the Deposit Agreement, including, without limitation, those described in this paragraph
(7) that would normally be charged on ADSs issued to or at the direction of, or otherwise held by, the Company and/ or certain Holders
and Beneficial Owners and holders and beneficial owners of Shares of the Company.
(8) Available Information. The Deposit Agreement,
the provisions of or governing Deposited Securities and any written communications from the Company, which are both received by the Custodian
or its nominee as a holder of Deposited Securities and made generally available to the holders of Deposited Securities, are available
for inspection by Holders at the offices of the Depositary in the United States, on the Commission's Internet Website or upon request
to the Depositary (which request may be refused by the Depositary at its discretion). The Depositary will distribute copies of such communications
(or English translations or summaries thereof) to Holders when furnished by the Company.
The Company is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 and accordingly files certain reports with the Commission. These reports can be inspected
and retrieved by Holders and Beneficial Owners through the EDGAR system on the Commission's Internet Website located as of the date of
the Deposit Agreement at 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. Each Holder and Beneficial Owner of an
ADR and/or interest therein by so holding or owning an ADR and/or an interest therein, acknowledges and agrees that the Depositary does
not assume any duty or responsibility to determine if the Company is in compliance with the registration, reporting and other requirements
of the Securities Exchange Act of 1934.
(9) Execution. This ADR shall not be valid
for any purpose unless executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary.
Dated:
| |
JPMORGAN CHASE BANK, N.A., as Depositary |
| |
|
| |
By .................................................. |
| |
Authorized Officer |
The Depositary's office is located at 383 Madison
Avenue, Floor 11, New York, New York 10179.
[FORM
OF REVERSE OF ADR]
(10) Distributions on Deposited Securities;
Sales. Subject to paragraphs (4) (Certain Limitations to Registration, Transfer etc.) and (5) (Liability of Holder or Beneficial
Owner for Taxes, Duties and other Charges), to the extent practicable, the Depositary will distribute to each Holder entitled thereto
on the record date set by the Depositary therefor at such Holder's address shown on the ADR Register, in proportion to the number of Deposited
Securities (on which the following distributions on Deposited Securities are received by the Custodian) represented by ADSs evidenced
by such Holder's ADRs:
(a) Cash. Any U.S. dollars available to the
Depositary resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion
thereof authorized in this paragraph (10) ("Cash"), on an averaged or other practicable basis, subject to (i) appropriate
adjustments for taxes withheld, (ii) such distribution being permissible or practicable with respect to certain Holders, and (iii) deduction
of the Depositary's and/or its agents' fees and expenses in (1) converting any foreign currency to U.S. dollars by sale or in such other
manner as the Depositary may determine to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring
foreign currency or U.S. dollars to the United States by such means as the Depositary may determine to the extent that it determines that
such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such
conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private
means in any commercially reasonable manner.
To the extent that any of the Deposited Securities
is not or shall not be entitled, by reason of its date of issuance, or otherwise, to receive the full amount of such cash dividend, distribution,
or net proceeds of sales, the Depositary shall make appropriate adjustments in the amounts distributed to the Holders issued in respect
of such Deposited Securities. To the extent the Company or the Depositary shall be required to withhold and does withhold from any cash
dividend, distribution or net proceeds from sales in respect of any Deposited Securities an amount on account of taxes, the amount distributed
on the ADSs issued in respect of such Deposited Securities shall be reduced accordingly.
To the extent the Depositary determines in its discretion
that it would not be permitted by applicable law, rule or regulation, or it would not otherwise be practicable, to convert foreign currency
into U.S. dollars and/or distribute such U.S. dollars to any or all of the Holders entitled thereto, the Depositary may in its discretion
distribute some or all of the foreign currency received by the Depositary as it deems permissible and practicable to, or retain and hold
such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Holders entitled to receive
the same.
(b) Shares. (i) Additional ADRs evidencing
whole ADSs representing any Shares available to the Depositary resulting from a dividend or free distribution on Deposited Securities
consisting of Shares (a "Share Distribution") and (ii) U.S. dollars available to it resulting from the net proceeds of
public or private sales of Shares received in a Share Distribution, which Shares would give rise to fractional ADSs if additional ADRs
were issued therefor, as in the case of Cash.
(c) Rights. (i) Warrants or other instruments
in the discretion of the Depositary representing rights to acquire additional ADRs in respect of any rights to subscribe for additional
Shares or rights of any nature available to the Depositary as a result of a distribution on Deposited Securities ("Rights"),
to the extent that the Company timely furnishes to the Depositary evidence satisfactory to the Depositary that the Depositary may lawfully
distribute the same (the Company has no obligation to so furnish such evidence), or (ii) to the extent the Company does not so furnish
such evidence and sales of Rights are practicable, any U.S. dollars available to the Depositary from the net proceeds of the public or
private sales of Rights as in the case of Cash, or (iii) to the extent the Company does not so furnish such evidence and/or such sales
cannot practicably be accomplished by reason of the non-transferability of the Rights, limited markets therefor, their short duration
or otherwise, nothing (and any Rights may lapse).
(d) Other Distributions. (i) Securities or
property available to the Depositary resulting from any distribution on Deposited Securities other than Cash, Share Distributions and
Rights ("Other Distributions"), by any means that the Depositary may deem equitable and practicable, or (ii) to the extent
the Depositary deems distribution of such securities or property not to be equitable and practicable, any U.S. dollars available to the
Depositary from the net proceeds of public or private sales of Other Distributions as in the case of Cash.
(e) To the extent that the Depositary determines
in its discretion that any distribution pursuant to this paragraph (10) (Distributions on Deposited Securities) would not be permissible
by applicable law, rule or regulation, or is not otherwise practicable with respect to any or all Holders, the Depositary may in its discretion
make such distribution as it so deems permissible and practicable, including the distribution of some or all of any Cash, foreign currency,
securities or other property (or appropriate documents evidencing the right to receive some or all of any such Cash, foreign currency,
securities or other property), and/or the Depositary may retain and hold some or all of such Cash, foreign currency, securities or other
property as Deposited Securities with respect to the applicable Holders' ADRs (without liability for interest thereon or the investment
thereof).
(f) To the extent the Depositary retains and holds
any Cash, foreign currency, securities or other property as permitted under this paragraph (10) (Distributions on Deposited Securities),
any and all fees, charges and expenses related to, or arising from, the holding thereof (including, but not limited to those provided
in paragraph (7) of this form of ADR (Charges of Depositary)) shall be paid from such Cash, foreign currency, securities or other
property, or the net proceeds from the sale thereof, thereby reducing the amount so held hereunder.
(g) Sales. In all instances where the Deposit
Agreement or the form of ADR refers to a "sale" (or words of similar import) of securities or property, the Depositary may,
but shall not be obligated, to effect any such sale unless the securities to be sold are listed and publicly traded on a securities exchange
or there is a public market for the property to be sold. To the extent the securities are not so listed and publicly traded or there is
no public market for the property so distributed by the Company:
(i) the Depositary shall, in the event the Deposit
Agreement is terminated and the Depositary holds Deposited Securities that are not listed and publicly traded or property for which there
is no public market after the Termination Date, act in accordance with paragraph (17)(b) of the form of ADR in respect of such securities
and property; and
(ii) in the event the Depositary or its Custodian
receives (A) an Other Distribution under paragraph (10) consisting of securities or property that are not distributed by the Depositary
pursuant to this paragraph (10) or (B) a distribution of Rights that falls under subparagraph (10)(c)(iii) above, the Depositary will
not terminate the Deposit Agreement under paragraph (17)(a)(ii)(D) of the form of ADR but, in lieu of termination, the Depositary will,
in the case of an Other Distribution, be deemed to have sold the aggregate number of securities and/or property so received for nominal
value and shall have no obligation to distribute such securities or any proceeds from the deemed sale thereof to the Holders and, in the
case of Rights that fall under subparagraph (10)(c)(iii) above, allow such Rights to lapse.
Furthermore, in the event the Depositary endeavors
to make a sale of Shares, other securities or property, such securities and/or property may be sold in a block sale or single lot transaction.
The Depositary reserves the right to utilize a division,
branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities and/or
property hereunder. Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is
considered an expense of the Depositary contemplated above and/or under paragraph (7) (Charges of Depositary). All purchases and
sales of securities will be handled by the Depositary in accordance with its then current policies, which are currently set forth on the
"Disclosures" page (or successor page) of ADR.com, the location and contents of which the Depositary shall be solely responsible
for.
(h) Any U.S. dollars available will be paid via wire
transfer and/or distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheld
without liability and dealt with by the Depositary in accordance with its then current practices.
(11) Record Dates. The Depositary may, after
consultation with the Company if practicable, fix a record date (which, to the extent applicable, shall be as near as practicable to any
corresponding record date set by the Company) for the determination of the Holders who shall be responsible for the fee assessed by the
Depositary for administration of the ADR program and for any expenses provided for in paragraph (7) hereof as well as for the determination
of the Holders who shall be entitled to receive any distribution on or in respect of Deposited Securities, to give instructions for the
exercise of any voting rights, to receive any notice or to act in respect of other matters and only such Holders shall be so entitled
or obligated.
(12) Voting of Deposited Securities.
(a) Notice of Any Meeting or Solicitation.
As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation
of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance
with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least
thirty (30) days prior to the date of such vote or meeting, the Depositary shall, at the Company's expense, distribute to Holders a notice
(the "Voting Notice") stating (i) final information particular to such vote and meeting and any solicitation materials,
(ii) that each Holder on the record date set by the Depositary will, subject to any applicable provisions of the laws of the Cayman Islands,
be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented
by the ADSs evidenced by such Holder's ADRs and (iii) the manner in which such instructions may be given in accordance with paragraph
12(b)(ii) below, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely
responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There is no guarantee
that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with
sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner.
(b) Voting of Deposited Securities. Following
actual receipt by the ADR department responsible for proxies and voting of Holders' instructions (including, without limitation, instructions
of any entity or entities acting on behalf of the nominee for DTC), the Depositary shall, in the manner and on or before the time established
by the Depositary for such purpose, endeavor to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by
such Holders' ADRs in accordance with such instructions insofar as practicable and permitted under the provisions of or governing Deposited
Securities. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities.
(c) Alternative Methods of Distributing Materials.
Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by any law,
rule or regulation or by the rules, regulations or requirements of the stock exchange on which the ADSs are listed, in lieu of distribution
of the materials provided to the Depositary in connection with any meeting of or solicitation of consents or proxies from holders of Deposited
Securities, distribute to the Holders a notice that provides Holders with or otherwise publicizes to Holders instructions on how to retrieve
such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or
a contact for requesting copies of the materials). Holders are strongly encouraged to forward their voting instructions as soon as possible.
Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received
such instructions, notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary,
prior to such time.
(d) Manner of Voting. The Depositary has been
advised by the Company that under Cayman Islands law and the Memorandum and Articles of Association of the Company, each as in effect
as of the date of the Deposit Agreement, voting at any meeting of shareholders of the Company is by show of hands unless a poll is (before
or on the declaration of the results of the show of hands or on the withdrawal of any other demand for a poll) demanded. In the event
that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association,
the Depositary will refrain from voting and the voting instructions received by the Depositary from Holders shall lapse. The Depositary
will not demand a poll or join in demanding a poll, whether or not requested to do so by Holders of ADSs.
(13) Changes Affecting Deposited Securities.
(a) Subject to paragraphs (4) (Certain Limitations
to Registration, Transfer etc.) and (5) (Liability of Holder or Beneficial Owner for Taxes, Duties and Other Charges), the
Depositary may, in its discretion, and shall if reasonably requested by the Company, amend this ADR or distribute additional or amended
ADRs (with or without calling this ADR for exchange) or cash, securities or property on the record date set by the Depositary therefor
to reflect any change in par value, split-up, consolidation, cancellation or other reclassification of Deposited Securities, any Share
Distribution or Other Distribution not distributed to Holders or any cash, securities or property available to the Depositary in respect
of Deposited Securities from (and the Depositary is hereby authorized to surrender any Deposited Securities to any person and, irrespective
of whether such Deposited Securities are surrendered or otherwise cancelled by operation of law, rule, regulation or otherwise, to sell
by public or private sale any property received in connection with) any recapitalization, reorganization, merger, consolidation, liquidation,
receivership, bankruptcy or sale of all or substantially all the assets of the Company.
(b) To the extent the Depositary does not so amend
this ADR or make a distribution to Holders to reflect any of the foregoing, or the net proceeds thereof, whatever cash, securities or
property results from any of the foregoing shall constitute Deposited Securities and each ADS evidenced by this ADR shall automatically
represent its pro rata interest in the Deposited Securities as then constituted.
(c) Promptly upon the occurrence of any of the aforementioned
changes affecting Deposited Securities, the Company shall notify the Depositary in writing of such occurrence and as soon as practicable
after receipt of such notice from the Company, may instruct the Depositary to give notice thereof, at the Company's expense, to Holders
in accordance with the provisions hereof. Upon receipt of such instruction, the Depositary shall give notice to the Holders in accordance
with the terms thereof, as soon as reasonably practicable.
(14) Exoneration.
(a) Force Majeure, Limitations on Liability and
Obligations. The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each
of them shall:
| (i) | incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) (A) if any present or future law, rule,
regulation, fiat, order or decree of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other
country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system,
the provisions of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war,
terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage,
strike, civil unrest, revolutions, rebellions, explosions, cyber, ransomware or malware attack, computer failure or circumstance beyond
its direct and immediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in
connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without
limitation, voting pursuant to paragraph (12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance
of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise or failure
to exercise any discretion given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that
any distribution or action may be lawful or reasonably practicable); |
| (ii) | incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to
the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the
Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; |
| (iii) | in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding
in respect of any Deposited Securities, the ADSs or this ADR; |
| (iv) | in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability,
unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often
as may be required; and |
| (v) | not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction by it in reliance upon the
advice of or information from any legal counsel, any accountant, any person presenting Shares for deposit, any Holder, or any other person
believed by it to be competent to give such advice or information and/or, in the case of the Depositary, the Company. |
(b) Insolvency, Liability, etc., of Custodian,
Securities Depository, Clearing Agency or Settlement System. The Depositary shall not be responsible for, and shall incur no liability
in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding
anything to the contrary contained in the Deposit Agreement (including the ADRs) and, subject to the further limitations set forth in
clause (q) of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising
from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as
a result of the Custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or
(ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards
prevailing in the jurisdiction in which the Custodian is located.
The Depositary shall not be liable for the acts or
omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system.
(c) The Depositary, its agents and the Company may
rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine
and to have been signed, presented or given by the proper party or parties.
(d) The Depositary shall be under no obligation to
inform Holders or Beneficial Owners about the requirements of the laws, rules or regulations or any changes therein or thereto of the
Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other country or jurisdiction or of any governmental
or regulatory authority or any securities exchange or market or automated quotation system.
(e) The Depositary and its agents will not be responsible
for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any voting instructions
are given in accordance with paragraph 12(b) hereof, including instructions to give a discretionary proxy to a person designated by the
Company, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom the Depositary is
instructed to grant a discretionary proxy pursuant to paragraph (12) hereof or for the effect of any such vote.
(f) The Depositary shall endeavor to effect any sale
of securities or other property and any conversion of currency, securities or other property, in each case as is referred to or contemplated
in the Deposit Agreement or the form of ADR, in accordance with the Depositary's normal practices and procedures under the circumstances
applicable to such sale or conversion, but shall have no liability (in the absence of its own willful default or gross negligence or that
of its agents, officers, directors or employees) with respect to the terms of any such sale or conversion, including the price at which
such sale or conversion is effected, or if such sale or conversion shall not be practicable, or shall not be believed, deemed or determined
to be practicable by the Depositary. Specifically, the Depositary shall not have any liability for the price received in connection with
any public or private sale of securities (including, without limitation, for any sale made at a nominal price), the timing thereof or
any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence
on the part of the party so retained in connection with any such sale or proposed sale.
(g) The Depositary shall not incur any liability
in connection with or arising from any failure, inability or refusal by the Company or any other party, including any share registrar,
transfer agent or other agent appointed by the Company, the Depositary or any other party, to process any transfer, delivery or distribution
of cash, Shares, other securities or other property, including without limitation upon the termination of the Deposit Agreement, or otherwise
to comply with any provisions of the Deposit Agreement that are applicable to it.
(h) The Depositary may rely upon instructions from
the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution.
(i) The Depositary and its agents may own and deal
in any class of securities of the Company and its affiliates and in ADRs.
(j) Notwithstanding anything to the contrary set
forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information
maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto
or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation
laws, rules, regulations, administrative or judicial process, banking, securities or other regulators.
(k) None of the Depositary, the Custodian or the
Company, or any of their respective directors, officers, employees, agents or affiliates shall be liable for the failure by any Holder
or Beneficial Owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or Beneficial Owner's income
tax liability.
(l) The Depositary is under no obligation to provide
the Holders and Beneficial Owners, or any of them, with any information about the tax status of the Company. None of the Depositary, the
Custodian or the Company, or any of their respective directors, officers, employees, agents and affiliates, shall incur any liability
for any tax or tax consequences that may be incurred by Holders or Beneficial Owners on account of their ownership or disposition of the
ADRs or ADSs.
(m) The Depositary shall not incur any liability
for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy
of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity
or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of
the Deposit Agreement or for the failure or timeliness of any notice from the Company.
(n) Notwithstanding anything herein or in the Deposit
Agreement to the contrary, the Depositary and the Custodian(s) may use third-party delivery services and providers of information regarding
matters such as, but not limited to, pricing, proxy voting, corporate actions, class action litigation and other services in connection
herewith and the Deposit Agreement, and use local agents to provide services such as, but not limited to, attendance at any meetings of
security holders of issuers. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable
care) in the selection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions
made by them in providing the relevant information or services.
(o) 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.
(p) The Company has agreed to indemnify the Depositary
and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances.
(q) Notwithstanding any other provision of the Deposit
Agreement or this ADR to the contrary, neither the Depositary nor the Company, nor any of their respective agents shall be liable to the
other for any indirect Special Damages in any form incurred by any of them, or liable to any other person or entity (including, without
limitation, Holders and Beneficial Owners) for any Special Damages, or any fees or expenses of counsel in connection therewith, whether
or not foreseeable and regardless of the type of action in which such a claim may be brought; provided, however, that (i) notwithstanding
the foregoing and, for the avoidance of doubt, the Depositary and its agents shall be entitled to legal fees and expenses in defending
against any claim for Special Damages and (ii) to the extent Special Damages arise from or out of a claim brought by a third party (including,
without limitation, Holders and Beneficial Owners) against the Depositary or any of its agents, the Depositary and its agents shall be
entitled to full indemnification from the Company for all such Special Damages, and reasonable fees and expenses of counsel in connection
therewith, unless such Special Damages are found to have been a direct result of the gross negligence or willful misconduct of the Depositary.
(r) No provision of the Deposit Agreement or this
ADR is intended to constitute a waiver or limitation of any rights which Holders or Beneficial Owners may have under the Securities Act
of 1933 or the Securities Exchange Act of 1934, to the extent applicable.
(15) Resignation and Removal of Depositary;
the Custodian.
(a) Resignation. The Depositary may at any
time resign as Depositary by providing written notice of its election to do so delivered to the Company. Subject to subparagraph (c) below,
the Depositary's resignation shall take effect upon the Company's appointment of a successor depositary and such successor depositary's
acceptance of its appointment as provided in the Deposit Agreement.
(b)
Removal. The Depositary may at any time be removed by the Company by providing no less than sixty (60) days' prior written
notice of such removal to the Depositary. Subject to subparagraph (c) below, such removal shall take effect on the later of (i) the sixtieth
(60th) day after the Removal Notice Date and (ii) the Company's appointment of a successor depositary and such successor depositary's
acceptance of its appointment as provided in the Deposit Agreement.
(c)
If either the Depositary provides notice of its resignation (pursuant to subparagraph (a) above) or the Company provides notice
of the Depositary's removal (pursuant to subparagraph (b) above), and a successor depositary is not appointed by the sixtieth (60th) day
after the Resignation Notice Date or the Removal Notice Date, respectively, the Depositary may terminate the Deposit Agreement and the
ADR in the manner set out in paragraph (17) (Termination) of this ADR and the provisions of said paragraph (17) shall thereafter
govern the Depositary's obligations under the Deposit Agreement and the form of ADR.
(d) The Custodian. The Depositary may appoint
substitute or additional Custodians and the term "Custodian" refers to each Custodian or all Custodians as the context
requires.
(16) Amendment. Subject to the last sentence
of paragraph (2) (Withdrawal of Deposited Securities), the ADRs and the Deposit Agreement may be amended by the Company and the
Depositary, provided that any amendment that imposes or increases any fees on a per ADS basis, charges or expenses (other than
stock transfer or other taxes and other governmental charges, transfer or registration fees, the transaction fee per cancellation request
(including any cancellation request made through SWIFT, facsimile transmission or any other method of communication) described in paragraph
(7)(c)(ii) (Charges of Depositary) of the form of ADR, applicable delivery expenses or other such fees, charges or expenses), or
that shall otherwise prejudice any substantial existing right of Holders or Beneficial Owners, shall become effective thirty (30) days
after notice of such amendment shall have been given to the Holders. Every Holder and Beneficial Owner at the time any amendment to the
Deposit Agreement so becomes effective shall be deemed, by continuing to hold such ADR or 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 Holder
of any ADR to surrender such ADR and receive the Deposited Securities represented thereby, except in order to comply with mandatory provisions
of applicable law.
Any amendments or supplements that (i) are reasonably
necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act
of 1933 or (b) the ADSs or Shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase
any fees or charges to be borne by Holders, shall be deemed not to prejudice any substantial rights of Holders or Beneficial Owners.
Notwithstanding the foregoing, if any governmental
body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the Deposit Agreement
or the form of ADR to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and the
ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement in such
circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time
as required for compliance.
Notice of any amendment to the Deposit Agreement
or the form of ADRs shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific
amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the
Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (i.e., upon retrieval
from the Commission's, the Depositary's or the Company's website or upon request from the Depositary).
(17) Termination.
(a) Termination by the Depositary and the Company.
(i) The Depositary shall, at any time at the
written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders at least thirty
(30) days prior to the Termination Date.
(ii) The Depositary may also terminate the
Deposit Agreement by mailing notice of such termination to the Holders at least thirty (30) days prior to the Termination Date if (A)
sixty (60) days shall have expired after the Resignation Notice Date and a successor Depositary shall not be operating under the Deposit
Agreement, (B) sixty (60) days shall have expired after the Removal Notice Date and a successor Depositary shall not be operating under
the Deposit Agreement, (C) the Company is bankrupt, in liquidation proceedings or insolvent, (D) the ADRs are delisted from a "national
securities exchange" (that has registered with the Commission under Section 6 of the Securities Exchange Act of 1934), (E) the Company
effects (or will effect) a redemption of all or substantially all of the Deposited Securities, or a cash or share distribution representing
a return of all or substantially all of the value of the Deposited Securities, (F) there are no Deposited Securities with respect to ADSs
remaining, including if the Deposited Securities are cancelled, or the Deposited Securities have been deemed to have no value, or (G) there
occurs a merger, consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in
exchange for or in lieu of Deposited Securities.
(iii) Additionally, the Depositary may immediately
terminate the Deposit Agreement, without prior notice to the Company, any Holder or Beneficial Owner or any other person if (A)
required by any law, rule or regulation relating to sanctions by any governmental authority or body, (B) the Depositary would be subject
to liability under or pursuant to any law, rule or regulation that can be reasonably expected to apply to the Depositary or any of its
agents in connection with, arising from, or otherwise related to its or their roles and/or performance under the Deposit Agreement, or
(C) required by any governmental authority or body, in each case as determined by the Depositary in its reasonable discretion.
(b) Depositary's Obligations.
(i) After the Termination Date, the Depositary
and its agents will perform no further acts under the Deposit Agreement and this ADR, except to receive and hold (or sell) distributions
on Deposited Securities, deliver Deposited Securities being withdrawn and to take such actions as provided in the next two paragraphs,
in each case subject to payment to the Depositary of the applicable fees and expenses provided in paragraph (7) of this form of ADR (Charges
of Depositary).
(ii) After the Termination Date, if the
Deposited Securities are listed and publicly traded on a securities exchange and the Depositary reasonably believes that it is able, permissible
and practicable to sell the Deposited Securities without undue effort, then, the Depositary may endeavor to publicly or privately sell
(as long as it may lawfully do so) the Deposited Securities, which sale may be effected in a block sale/single lot transaction and, after
the settlement of such sale(s), to the extent legally permissible and practicable, distribute or hold in an account (which may be a segregated
or unsegregated account) the net proceeds of such sale(s), less any amounts owing to the Depositary (including, without limitation, cancellation
fees), together with any other cash then held by it under the Deposit Agreement, in trust, without liability for interest, for the pro
rata benefit of the Holders entitled thereto. If the Depositary sells the Deposited Securities, the Depositary shall be discharged
from all, and cease to have any, obligations under the Deposit Agreement and the ADRs after making such sale, except to account for such
net proceeds and other cash.
(iii) However, if the Deposited Securities
are not listed and publicly traded on a securities exchange after the Termination Date, or if, for any reason, the Depositary does not
sell the Deposited Securities, the Depositary shall use its reasonable efforts to ensure that the ADSs cease to be DTC eligible and that
neither DTC nor any of its nominees shall thereafter be a Holder. At such time as the ADSs cease to be DTC eligible and/or neither DTC
nor any of its nominees is a Holder, to the extent the Company is not, to the Depositary's knowledge, insolvent or in bankruptcy or liquidation,
the Depositary shall:
| (A) | cancel this ADR and all other outstanding ADRs, |
| (B) | request DTC to provide the Depositary with information on those
holding ADSs through DTC and, upon receipt thereof, revise the ADR Register to reflect the information provided by DTC, |
| (C) | instruct its Custodian to deliver all Deposited Securities to
the Company, a subsidiary or affiliate or registered office provider of the Company (the subsidiary or affiliate or registered office
provider being the "Company Representative") or an independent trust company engaged by the Company (the "Trustee")
to hold those Deposited Securities in trust for the beneficial owners of the ADRs if the Company is not permitted to hold any of the
Deposited Securities under applicable law and/or the Company has directed the Depositary to deliver such Deposited Securities to a Company
Representative or Trustee along with a stock transfer form and/or such other instruments of transfer covering such Deposited Securities
as are needed under applicable law, and set forth in or substantially in the form of Exhibit C (and any applicable share certificate
or indemnity for lost share certificate), in either case referring to the names set forth on the ADR Register, and |
| (D) | provide the Company with a copy of the ADR Register (which copy may be sent by email or by any means permitted under the notice provisions
of the Deposit Agreement). |
Upon receipt of any instrument of transfer covering
such Deposited Securities, any applicable share certificate or indemnity for lost share certificate and the ADR Register, the Company
shall: (I) approve the transfer of the Deposited Securities previously represented by their ADRs to the persons listed on the ADR
Register (as applicable), (II) procure the relevant updates to the register of members of the Company to reflect the transfer of
the Deposited Securities previously represented by their ADRs to the persons listed on the ADR Register (as applicable) and (III) provide
the Depositary with a certified copy of the updated register of members of the Company.
To the extent the Depositary reasonably believes
that the Company is insolvent, or if the Company is in receivership, has filed for bankruptcy and/or is otherwise in restructuring, administration
or liquidation, and in any such case the Deposited Securities are not listed and publicly traded on a securities exchange after the Termination
Date, or if, for any reason, the Depositary believes it is not able to or cannot practicably sell the Deposited Securities promptly and
without undue effort, the Deposited Securities shall be deemed to have no value (and such Holders shall be deemed to have instructed the
Depositary that the Deposited Securities have no value). The Depositary may, but shall not be obligated to, and the Holders irrevocably
consent and agree that the Depositary may instruct its Custodian to deliver all Deposited Securities to the Company (acting, as applicable
by its administrator, receiver, administrative receiver, liquidator, provisional liquidator, restructuring officer, interim restructuring
officer, trustee, controller or other entity overseeing the bankruptcy, insolvency, administration, restructuring or liquidation process)
and notify the Company that the Deposited Shares are surrendered for no consideration. The Company shall, subject to applicable law, promptly
accept the surrender of the Deposited Shares for no consideration and deliver to the Depositary a written notice confirming (A) the acceptance
of the surrender of the Deposited Securities for no consideration and (B) the cancellation of such Deposited Shares. Promptly after
notifying the Company that the Deposited Shares are surrendered for no consideration and irrespective of whether the Company has complied
with the immediately preceding sentence, the Depositary shall notify Holders that their ADSs have been cancelled with no consideration
being payable to Holders.
Upon the Depositary's compliance with the provisions
of this subparagraph (17)(b)(iii), the Depositary and its agents shall be discharged from all, and cease to have any, obligations under
the Deposit Agreement and the ADRs.
(c) Company's Obligations. After the Termination
Date, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations under this paragraph
(17) and its obligations to the Depositary and its agents.
(d) Establishment of Unsponsored ADR Program.
Notwithstanding anything to the contrary, in connection with any termination pursuant to this paragraph (17), the Depositary may, in its
sole discretion and without notice to the Company, establish an unsponsored American depositary share program (on such terms as the Depositary
may determine) for the Shares and make available to Holders a means to withdraw the Shares represented by the ADSs issued under the Deposit
Agreement and to direct the deposit of such Shares into such unsponsored American depositary share program, subject, in each case, to
receipt by the Depositary, at its discretion, of the fees, charges and expenses provided for in paragraph (7) hereof and the fees, charges
and expenses applicable to the unsponsored American depositary share program.
(18) Appointment; Acknowledgements and Agreements.
Each Holder and each Beneficial Owner, upon acceptance of any ADSs or ADRs (or any interest in any of them) issued in accordance with
the terms and conditions of the Deposit Agreement shall be deemed for all purposes to (a) be a party to and bound by the terms of the
Deposit Agreement and the applicable ADR(s), (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its
behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures
necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate
to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant
of the necessity and appropriateness thereof, and (c) acknowledge and agree that (i) nothing in the Deposit Agreement or any ADR shall
give rise to a partnership or joint venture among the parties thereto, nor establish a fiduciary or similar relationship among such parties,
(ii) the Depositary, its divisions, branches and affiliates, and their respective agents, may from time to time be in the possession of
non-public information about the Company, Holders, Beneficial Owners and/or their respective affiliates, (iii) the Depositary and its
divisions, branches and affiliates may at any time have multiple banking relationships with the Company, Holders, Beneficial Owners and/or
the affiliates of any of them, (iv) the Depositary and its divisions, branches and affiliates may, from time to time, be engaged in transactions
in which parties adverse to the Company or the Holders or Beneficial Owners and/or their respective affiliates may have interests, (v)
nothing contained in the Deposit Agreement or any ADR(s) shall (A) preclude the Depositary or any of its divisions, branches or affiliates
from engaging in any such transactions or establishing or maintaining any such relationships, or (B) obligate the Depositary or any
of its divisions, branches or affiliates to disclose any such transactions or relationships or to account for any profit made or payment
received in any such transactions or relationships, (vi) the Depositary shall not be deemed to have knowledge of any information held
by any branch, division or affiliate of the Depositary and (vii) notice to a Holder shall be deemed, for all purposes of the Deposit Agreement
and this ADR, to constitute notice to any and all Beneficial Owners of the ADSs evidenced by such Holder's ADRs. For all purposes under
the Deposit Agreement and this ADR, the Holder hereof shall be deemed to have all requisite authority to act on behalf of any and all
Beneficial Owners of the ADSs evidenced by this ADR.
(19) Waiver. EACH PARTY TO THE DEPOSIT AGREEMENT
(INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS IN, ADSS OR ADRS) HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING
AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF, BASED ON OR RELATING IN ANY WAY TO THE SHARES OR OTHER
DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF
OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY), INCLUDING, WITHOUT LIMITATION, ANY SUIT, ACTION, CLAIM OR
PROCEEDING UNDER THE UNITED STATES FEDERAL SECURITIES LAWS. No provision of the Deposit Agreement or this ADR is intended to constitute
a waiver or limitation of any rights that a Holder or any Beneficial Owner may have under the Securities Act of 1933 or the Securities
Exchange Act of 1934, to the extent applicable.
(20) Jurisdiction. By holding or owning
an ADR or ADS or an interest therein, Holders and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding against
or involving Holders or Beneficial Owners brought by the Company or the Depositary, arising out of or based upon the Deposit Agreement,
the ADSs, the ADRs or the transactions contemplated therein, herein, thereby or hereby, may be instituted in a federal or state court
in New York, New York, and by holding or owning an ADR or ADS or an interest therein each irrevocably waives any objection that it may
now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such
courts in any such suit, action or proceeding.
By holding or owning an ADR or ADS or an interest
therein, Holders and Beneficial Owners each also irrevocably agree that any legal suit, action or proceeding against or involving the
Depositary and/or the Company brought by Holders or Beneficial Owners, arising out of or based upon the Deposit Agreement, the ADSs, the
ADRs or the transactions contemplated therein, herein, thereby or hereby, including, without limitation, claims under the Securities Act
of 1933, may be instituted only in the United States District Court for the Southern District of New York (or in the state courts of New
York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction
over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive
forum for any particular dispute is, or becomes, invalid, illegal or unenforceable).
Notwithstanding the above or anything in the Deposit
Agreement to the contrary, in the Deposit Agreement each of the parties thereto (i.e., the Company, the Depositary and all Holders
and Beneficial Owners) have agreed that: (i) the Depositary may, in its sole discretion, elect to institute any dispute, suit, action,
controversy, claim or proceeding directly or indirectly based on, arising out of or relating to the Deposit Agreement, the ADSs, the ADRs
or the transactions contemplated therein, herein, thereby or hereby, including without limitation any question regarding its or their
existence, validity, interpretation, performance or termination (each, a "Dispute"; collectively, "Disputes")
against any other party or parties (including, without limitation, Disputes brought against Holders and Beneficial Owners), by having
the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may in
its sole discretion require, by written notice to the relevant party or parties, that any Dispute brought by any party or parties to the
Deposit Agreement (including, without limitation, Disputes brought by Holders and Beneficial Owners) against the Depositary be referred
to and finally settled by an arbitration conducted under the terms set out in the Deposit Agreement; provided however, notwithstanding
the Depositary's written notice under this clause (ii), to the extent there are specific federal securities law violation aspects to any
claims against the Company and/or the Depositary brought by any Holder or Beneficial Owner, the federal securities law violation aspects
of such claims brought by a Holder or Beneficial Owner against the Company and/or the Depositary may, at the option of such Holder or
Beneficial Owner, remain in state or federal court in New York, New York and all other aspects, claims, Disputes, legal suits, actions
and/or proceedings brought by such Holder or Beneficial Owner against the Company and/or the Depositary, including those brought along
with, or in addition to, federal securities law violation claims, would be referred to arbitration in accordance herewith. Any such arbitration
shall, at the Depositary's election, be conducted either in New York, New York in accordance with the Commercial Arbitration Rules of
the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International
Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as the appointing authority, in each case as amended
by Section 20(d) of the Deposit Agreement, and the language of any such arbitration shall be English, in each case as provided in the
Deposit Agreement.
Notwithstanding anything contained herein or in
the Deposit Agreement to the contrary, and for the avoidance of doubt, the Company and all Holders and Beneficial Owners from time to
time of ADRs issued hereunder (and any persons owning or holding interests in ADSs) agree that any federal or state court in New York,
New York, shall have jurisdiction to hear and determine proceedings related to the enforcement of this arbitration provision and any arbitration
award by the arbitrators contemplated and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. Each
of the parties hereto and to the Deposit Agreement (i.e., the Company, the Depositary and all Holders and Beneficial Owners) agrees
not to challenge the terms and enforceability of the arbitration clause contained herein and in the Deposit Agreement, including, but
not limited to, any challenge based on lack of mutuality, and each such party hereby irrevocably waives any such challenge.
A-28
Grafico Azioni NaaS Technology (NASDAQ:NAAS)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni NaaS Technology (NASDAQ:NAAS)
Storico
Da Dic 2023 a Dic 2024
