SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to
subscribe to additional underlying securities are sometimes made, and in varying
amounts, with a subscription price sometimes below the current market price of
the security. In the absence of registration under United States Securities Act
of 1933 of such rights the Depositary intends to endeavor to dispose of the
rights for the benefit of the Holders and Beneficial Owners of Receipts as
provided in paragraph 14 hereof. Any disposal of rights may substantially dilute
the equity of holders and owners of Receipts. Details with respect thereto may
be obtained from the Depositary.
THE RELEASE OF THE SHARES OF STOCK OF AEON CO. LTD. UNDERLYING THE ADSs
REPRESENTED BY THIS ADR MAY BE LIMITED TO A UNIT OF SUCH NUMBER OF SHARES OF
STOCK AS THE ARTICLES OF INCORPORATION MAY FROM TIME TO TIME DESIGNATE AS A
"UNIT OF SHARES" OR INTEGRAL MULTIPLES THEREOF.
Number
Each American
Depositary Share represents
One Share
JPMORGAN CHASE BANK, N.A.
AMERICAN DEPOSITARY RECEIPT
EVIDENCING
AMERICAN DEPOSITARY SHARES
FOR SHARES OF COMMON STOCK OF
AEON CO. LTD.
(INCORPORATED UNDER THE LAWS OF JAPAN)
JPMorgan Chase Bank, N.A., as Depositary (hereinafter referred to as
the Depositary), hereby certifies that (i) at the date hereof there have been
deposited with the Depositary or its agent, nominee, custodian or correspondent
the Shares described above or evidence of the right to receive such Shares; (ii)
at the date hereof each American Depositary Share evidenced by this Receipt
represents the amount of such securities shown above and deposited or deemed to
be deposited hereunder as provided in clause (i) above or Article 7 of this
Receipt, as the case may be, (iii) from time to time hereafter, each American
Depositary Share evidenced by this Receipt shall represent such number of Shares
and any and all other shares, stock, securities, cash and/or other property held
by the Depositary in place thereof or in addition thereto (collectively, the
"Deposited Securities") as provided herein and (iv) _____ or registered assigns
IS THE HOLDER OF _____ AMERICAN DEPOSITARY SHARES evidenced by this Receipt and,
except as otherwise herein expressly provided, is entitled, upon surrender at
the office of the Depositary (the "Depositary's Office"), of this Receipt duly
endorsed for transfer, upon payment of the fees and charges as provided on the
reverse of this Receipt and in compliance with applicable laws and governmental
regulations, at the Holder's option (1) to delivery at the office of the agent,
nominee, custodian or correspondent of the Depositary, to a person specified by
the Holder, of the amount of Deposited Securities represented hereby or evidence
of the right to receive the same, or (2) to have such Deposited Securities
forwarded at such Holder's cost and risk to him at the Depositary's Office.
The term "Beneficial Owner" shall mean any person who has a
beneficial interest in any American Depositary Share evidenced by this Receipt.
The term "Holder" shall mean the person or persons in whose name this Receipt is
registered upon the books of the Depositary from time to time. The term
"Securities Act of 1933" shall mean the United States Securities Act of 1933, as
amended from time to time. The term "Shares" shall mean shares of common stock
of Aeon Co. Ltd., heretofore validly issued and outstanding and fully paid,
nonassessable and free of any pre-emptive rights of the holders of outstanding
Shares or hereafter validly issued and outstanding and fully paid, nonassessable
and free of any pre-emptive rights of the holders of outstanding Shares or
interim certificates representing such Shares.
1. Receipts. This Receipt is one of a continuing issue of Receipts, all
evidencing rights of like tenor with respect to the Deposited Securities, and
all issued or to be issued upon the terms and conditions provided herein, which
shall govern the continuing arrangement by the Depositary with respect to
initial deposits as well as the rights of Holders and Beneficial Owners of
Receipts subsequent to such deposits. The Depositary will not knowingly accept
for deposit any Shares required to be registered under the provisions of the
Securities Act of 1933 unless a registration statement is in effect as to such
Shares. The Depositary assumes no liability with respect to the validity or
worth of the Deposited Securities.
2. Withdrawal of Deposited Securities. The surrender of outstanding
Receipts and the withdrawal of Deposited Securities may only be suspended for
(i) temporary delays caused by closing the transfer books of the Depositary or
the issuer of the Deposited Securities or the deposit of Shares in connection
with voting at a shareholders' meeting or the payment of dividends, (ii) the
payment of fees, taxes and similar charges, (iii) compliance with any U.S. or
foreign laws or governmental regulations relating to the Receipts or to the
withdrawal of the Deposited Securities, or (iv) any other reason that may at any
time be specified in paragraph I(A)(1) of the General Instructions to Form F-6,
as from time to time in effect, or any successor provision thereto.
3. Transfer of Receipts; Combination and Split-up of Receipts. Until the
surrender of this Receipt in accordance with the terms hereof, the Depositary
will keep at a designated transfer office in the Borough of Manhattan, The City
of New York, (a) a register for the registration and registration of transfers
of Receipts and where the Holders of Receipts may, during regular business
hours, inspect the transfer books or the list of Holders of Receipts as
maintained by the Depositary. The transfer of this Receipt is registrable on the
transfer books of the Depositary at the Depositary's Office in the City of New
York by the Holder hereof in person or by duly authorized attorney, upon
surrender of this Receipt properly endorsed for transfer or accompanied by
proper instruments of transfer and payment of funds sufficient to pay the fees
and expenses of the Depositary and any applicable taxes and other governmental
charges 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, representing the
same aggregate number of Deposited Securities as were represented by the
American Depositary Shares evidenced by the Receipt or Receipts surrendered.
Upon such split or combination not involving a transfer, a charge may be made as
provided herein. The Depositary may close the transfer books at any time or from
time to time when deemed expedient by it in connection with the performance of
its duties hereunder, subject to the provisions of Article 2 hereof.
4. Proof of Citizenship or Residence. The Depositary may require any
Holder or Beneficial Owner of Receipts, or any person presenting securities for
deposit against the issuance of Receipts, from time to time, to file such proof
of citizenship or residence and to furnish such other information, by affidavit
or otherwise, and to execute such certificates and other instruments as may be
necessary or proper to comply with any laws or regulations relating to the
issuance or transfer of Receipts, the receipt or distribution of dividends or
other property, or the taxation thereof or of Receipts or Deposited Securities,
and the Depositary may withhold the issuance or registration of transfer of any
Receipt or payment of such dividends or delivery of such property from any
Holder, Beneficial Owner or other person, as the case may be, who shall fail to
file such proofs, certificates or other instruments.
5. Transferability and Record Ownership. It is a condition of this
Receipt, and every successive Holder and Beneficial Owner of this Receipt by
accepting or holding the same consents and agrees, that title to this Receipt,
when properly endorsed or accompanied by proper instrument of transfer, is
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that prior to the due presentation of this
Receipt for registration of transfer as provided in Article 3 hereof, and
subject to the provisions of Article 14 hereof, the Depositary, notwithstanding
any notice to the contrary, may treat the person in whose name this Receipt is
registered on the books of the Depositary as the absolute owner hereof for the
purpose of determining the persons entitled to dividends or other distributions
or to any notice pursuant to the terms hereof and for all other purposes.
6. Limitations on Execution and Delivery, Transfer and Surrender of
Receipts. Subject to the provisions of Article 2 hereof, the delivery of
Receipts against deposits of Shares generally or against deposits of particular
Shares may be suspended, or the registration of transfer of Receipts in
particular instances may be refused, or registration of transfer of outstanding
Receipts or the combination or split-up of Receipts 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 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 this Receipt, or for
any other reason.
7. Pre-Release of Receipts. Notwithstanding any other provision of this
Receipt, the Depositary may execute and deliver Receipts prior to the receipt of
Shares (each such transaction hereinafter referred to as a "Pre-Release"). The
3
Depositary may deliver Deposited Securities upon the receipt and cancellation of
Receipts which have been pre-released, whether or not such cancellation is prior
to the termination of such Pre-Release or the Depositary knows that such Receipt
has been pre-released. The Depositary may receive Receipts issued by the
Depositary 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 the Receipts are to be delivered that such person, or its customer, owns
the Shares or Receipts to be delivered in satisfaction of a Pre-Release, 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 is outstanding at any time as a
result of Pre-Releases will not normally exceed thirty percent (30%) of the
Shares deposited in accordance with the terms of Receipts; 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 earned or received by it in connection with the
foregoing.
8. Liability of Holder for Taxes. The Depositary shall not be liable for
any governmental taxes, assessments or charges or corporate assessments or
charges which may become payable in respect of the Deposited Securities or
Receipts, but a ratable part of any and all of the same, whether such tax,
assessment or charge becomes payable by reason of any present or future tax,
statute, charter provision, by-law, regulation or otherwise, shall be payable by
the Holder of this Receipt to the Depositary at any time upon request. Upon the
failure of the Holder of this Receipt to pay any such amount, the Depositary may
withhold dividends or other distributions, or may sell for the account of such
Holder all or any part of the Deposited Securities represented by the American
Depositary Shares evidenced by this Receipt, and may apply such dividends or
other distributions or the proceeds of any such sale in payment of such tax,
assessment or charge, and the Holder hereof shall remain liable for any
deficiency. If the Depositary determines that any distribution in property other
than cash on deposited shares 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.
9. Representations and Warranties. Every person presenting Shares for
deposit shall be deemed thereby to represent and warrant that such Shares and,
if applicable, each certificate therefor, are validly issued, fully paid,
nonassessable and free of any pre-emptive rights and that the person making such
deposit is duly authorized so to do. Each such person shall also be deemed to
represent that the Shares would not be required to be registered under the
Securities Act of 1933 in connection with the offer or sale thereof in the
United States. Such representations and warranties shall survive the deposit of
such securities and the issuance of Receipts.
4
10. Further Conditions. This Receipt is issued subject, and all rights of
the Holder and Beneficial Owner hereof are expressly subject, to the terms and
conditions set forth on both sides of this Receipt, all of which form a part of
the agreement evidenced in this Receipt and to all of which the Holder and
Beneficial Owner hereof by accepting this Receipt consent and agree.
JPMorgan Chase Bank, N.A., as Depositary
By:
Attest:
The Depositary's Office is currently located at 4 New York Plaza, New
York, New York 10004.
5
(REVERSE OF RECEIPT)
11. Available Information. The issuer of the Shares currently furnishes
the Securities and Exchange Commission (hereinafter referred to as the
"Commission") with certain public reports and documents required by foreign law
or otherwise pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934. Should such issuer become subject to the periodic reporting or other
informational requirements under the Securities Exchange Act of 1934, it will be
required in accordance therewith to file reports and other information with the
Commission. All such reports and documents are available for inspection and
copying by Holders at the public reference facility maintained by the Commission
located at 100 F. Street, N.E. in Washington, D.C., 20549.
12. Notices; Voting Rights. The Depositary shall be under no obligation to
give notice to the Holder or any Beneficial Owner of this Receipt of any meeting
of shareholders or of any report of or communication from the issuer of
Deposited Securities (hereinafter referred to as the "Issuer") or of any other
matter concerning the affairs of such Issuer, except as herein expressly
provided. The Depositary undertakes to make available for inspection by Holders
of the Receipts at the Depositary's Office any reports and communications
received by the Depositary or any agent, nominee, custodian or correspondent of
the Depositary from the Issuer which were 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 Issuer. Such reports and
communications will be available in the language in which they were received by
the Depositary from the Issuer, except to the extent, if any, that the
Depositary in its sole discretion elects both (i) to translate into English any
of such reports or communications that were not in English when received by the
Depositary and (ii) to make any such translation available for such inspection
by Holders of the Receipts. The Depositary has no obligation of any kind to
translate any of such reports or communications or to make any such translation
available for inspection. The Depositary shall not incur any liability to any
Holder or Beneficial Owner by reason of any such translation provided by the
Depositary, whether or not such translation was prepared by the Depositary.
Upon the written request of the Holder hereof and the payment to it
of any expenses and costs involved, the Depositary will endeavor insofar as
practicable to exercise any then existing voting rights with respect to an
amount of the deposited shares represented hereby in accordance with such
request.
13. Distributions. Until the termination of the agreement evidenced in
this Receipt in accordance with the terms hereof, the Depositary shall
distribute or otherwise make available to the Holder hereof, at a time and in
such manner as it shall determine, any cash dividend, other cash distribution,
distribution of shares, subscription or other rights, or any other distribution
with respect to the amount of Deposited Securities represented by the American
Depositary Shares evidenced hereby, after deduction, or upon payment of the fees
and expenses of the Depositary described in Article 20 below, and the
withholding of any taxes in respect thereof; provided, however, that the
Depositary shall not make any distribution which in the opinion of counsel may
violate the Securities Act of 1933 or any other applicable law, and, in such
cases, the Depositary may sell such shares, subscription or other rights,
6
securities or other property. In the event that the Depositary elects not to
make any such distribution it will notify Holders of the disposition thereof and
the proceeds of such sales. Any dividend or other distribution received by the
Depositary in cash in a currency other than U.S. dollars shall, subject to the
provisions of the following paragraph, be converted into U.S. dollars and
distributed as herein provided in U.S. dollars. In lieu of distributing
fractional shares, the Depositary may, in its discretion, sell the amount of
securities or property equal to the aggregate of any fractional shares. The
Depositary shall have discretion as to the procedure to be followed in making
subscription or other rights available to any Holder or in disposing of such
rights on behalf of any Holder and making the net proceeds available to such
Holder, provided that if by the terms of such rights offering or for any other
reason it would be unlawful for the Depositary either to make such rights
available to any Holder or dispose of such rights and make the net proceeds from
the sale of such rights available to such Holder, then the Depositary may allow
such rights to lapse. Sales of subscription or other rights, securities or other
property by the Depositary may be made at such time and in such manner as the
Depositary may deem advisable, and in such case, the Depositary shall distribute
to the Holder hereof the net proceeds after deduction of the fees and expenses
of the Depositary described in Article 20 below and any applicable withholding
taxes or other governmental charges in respect thereof.
If the Depositary shall determine in its sole judgment that any cash
distribution is not convertible in its entirety or with respect to the Holders
of a portion of the Receipts on a reasonable basis into U.S. dollars available
to it in the City of New York, or if any required approval or license of any
government or agency for such conversion is denied or is not obtainable within a
reasonable period, the Depositary may in its discretion make such conversion and
distribution in U.S. dollars to the extent possible to the Holders entitled
thereto, at such time and rates of conversion as the Depositary shall deem
appropriate, and shall with respect to any such currency not converted or
convertible either (i) distribute such currency to the Holders entitled thereto
or (ii) hold such currency for the respective accounts of such Holders and
distribute appropriate warrants or other instruments evidencing rights to
receive such foreign currency.
14. 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 Deposited Securities, or
whenever the Depositary shall receive notice of any meeting of holders of Shares
or other Deposited Securities, or whenever it is necessary in the judgment of
the Depositary to determine the Holders of Receipts, the Depositary will fix a
record date for the determination of the Holders generally or the Holders of
Receipts who shall be entitled to receive such dividend, distribution or rights,
or the net proceeds of the sale thereof, or to give instructions for the
exercise of voting rights at any such meeting. Surrender of this Receipt for
registration of transfer subsequent to any such record date and prior to the
date of payment, distribution or meeting shall not affect the right of the
Holder hereof on such record date to receive such payment or distribution or,
subject to Article 12 hereof, to direct the manner of voting the Deposited
Securities represented hereby.
7
15. Forwarding and Delivery of Deposited Securities. At any time the
Depositary may, in its sole discretion, cause any or all Deposited Securities to
be forwarded at the cost and risk of the Holders of the Receipts to the
Depositary's Office or to any agent, nominee, custodian or correspondent of the
Depositary, to be held by the Depositary, or such agent, nominee, custodian or
correspondent, in which case the Holder hereof shall have, in lieu of the option
set forth in clauses (1) and (2) of the first paragraph on the face hereof, the
right (i) to receive at no additional cost at the Depositary's Office or the
office of such agent, nominee, custodian or correspondent, as the case may be,
or (ii) to have forwarded, at the cost and risk of such Holder, to or upon the
order of such Holder at the address designated by such Holder to the Depositary
in writing, such amount of Deposited Securities as are represented hereby upon
the surrender of this Receipt properly endorsed or accompanied by proper
instruments of transfer and upon payment of the applicable fees, taxes and
charges. The Depositary shall not incur any liability to any Holder or
Beneficial Owner of this Receipt by reason of any such forwarding or failure to
forward any or all Deposited Securities.
16. Changes Affecting Deposited Securities. Upon (i) any change in nominal
or par value, or any split-up, combination or any other reclassification, of any
Deposited Securities, or (ii) any recapitalization, reorganization, sale of
assets, liquidation, receivership, bankruptcy, merger or consolidation affecting
the Issuer or to which it is a party, then and in any such case the Depositary
shall have the right to exchange or surrender such Deposited Securities and
accept and hold hereunder in lieu thereof other shares, securities, cash or
property to be issued or delivered in lieu of or in exchange for, or distributed
or paid with respect to, such Deposited Securities. Upon any such exchange or
surrender, the Depositary shall have the right, in its discretion, to call for
surrender of this Receipt in exchange (upon payment of fees and expenses of the
Depositary and any applicable taxes and governmental or other charges) for one
or more new Receipts of the same form and tenor as this Receipt, specifically
describing such new shares, securities, cash or other property. In any such case
the Depositary shall have the right to fix a date after which this Receipt shall
only entitle the Holder to receive such new Receipt or Receipts.
If any of the Deposited Securities are redeemable, the Depositary
shall have the rights set forth in the preceding paragraph. The Depositary shall
mail notice of any redemption of Deposited Securities to the Holders of
Receipts, provided that in the case of any redemption of less than all of the
Deposited Securities, the Depositary shall draw in such manner as it shall
determine an equivalent number of American Depositary Shares and shall mail
notice of redemption only to the Holders of Receipts evidencing the American
Depositary Shares so drawn for redemption, in whole or in part. The sole right
of the Holders of Receipts evidencing American Depositary Shares designated for
redemption after the mailing of any such notice of redemption shall be to
receive the cash, rights and/or other property applicable to the same, upon
surrender to the Depositary (and upon payment of the fees and expenses of the
Depositary and any applicable taxes and governmental or other charges) of the
Receipts evidencing such American Depositary Shares.
17. Liability of the Depositary. The Depositary assumes no obligation and
shall not incur any liability to any Holder or Beneficial Owner of this Receipt
(including, without limitation, liability with respect to the validity or worth
of the Deposited Securities and with respect to the time and rates for
conversion of any foreign currency into U.S. dollars) except that it agrees to
8
perform its obligations specifically set forth in this Receipt without gross
negligence or bad faith. In addition, the Depositary shall not incur any
liability to any Holder or Beneficial Owner of this Receipt if, by reason of any
provisions of any present or future law, rule or regulation of the United States
of America, or of any state thereof, or of any foreign country, or political
subdivision thereof or of any governmental entity or regulatory authority or
stock exchange, or by reason of any provision, present or future, of the charter
or certificate of incorporation, memorandum or articles of association,
statutes, code of regulations, by-laws or resolutions of the Issuer, the
Depositary shall be prevented or forbidden from or subjected to any civil or
criminal penalty or extraordinary expenses on account of doing or performing any
act or thing which by the terms hereof shall be done or performed; nor shall the
Depositary incur any liability to any Holder or Beneficial Owner hereof by
reason of any delay in the performance or non-performance of any act or thing
which by the terms hereof shall be done or performed, caused as aforesaid or
arising out of any act of God or war or any other circumstances beyond its
control, or by reason of any exercise of, or failure to exercise, any discretion
provided for herein. In no event shall the Depositary or any of its agents be
liable for any indirect, special, punitive or consequential damages.
The Depositary shall not be responsible for any failure to carry out any
requests to vote or for the manner or effect of any vote made either with or
without request, or for not exercising any right to vote. The Depositary shall
be under no obligation to appear in, prosecute or defend any action, suit or
other proceeding in respect of any of the Deposited Securities or in respect of
the Receipts which in its opinion may involve it in expense or liability, unless
indemnity satisfactory to it against all expenses and liability be furnished as
often as may be required. The Depositary shall not incur any liability to any
Holder or Beneficial Owner of a Receipt for any action or inaction by it in
reliance upon the advice of or information from legal counsel, accountants, any
person presenting Shares for deposit, any Holder or Beneficial Owner or any
other person believed by it to be competent to give such advice or information.
The Depositary and any of its affiliates may each become the owner of and deal
in securities of any class of the Issuer and in Receipts.
The issuer of the Receipts is deemed to be the legal entity
resulting from the agreement evidenced in this Receipt.
18. Amendment of Receipts. The form of the Receipts may at any time and
from time to time be amended by the Depositary in any respect which it may deem
necessary or desirable. Any amendment which shall prejudice any substantial
existing right of Holders shall not become effective as to outstanding Receipts
until the expiration of thirty (30) days after notice of such amendment shall
have been given to the Holders of outstanding Receipts; provided, however, that
such thirty (30) days' notice shall in no event be required with respect to any
amendment which shall impose or increase any taxes or other governmental
charges, registration fees, cable, telex or facsimile transmission costs,
delivery costs or other such expenses. Every Holder of a Receipt at the time any
amendment so becomes effective shall be deemed, by continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by the agreement
evidenced in this Receipt as amended thereby. In no event shall any amendment
9
impair the right of the Holder of any Receipt to surrender such Receipt and
receive therefor the Deposited Securities represented by the American Depositary
Shares evidenced thereby, except in order to comply with mandatory provisions of
applicable law.
19. Termination of Agreement and Surrender of this Receipt. The Depositary
may at any time terminate the agreement evidenced in this Receipt and all other
Receipts by mailing notice of such termination to the Holders of all the
Receipts then outstanding at their addresses appearing upon the books of the
Depositary, at least thirty (30) days prior to the date fixed in such notice of
termination. On and after such date of termination the Holder hereof, upon
surrender of this Receipt at the Depositary's Office, will be entitled to
delivery of the amount of the Deposited Securities represented by the American
Depositary Shares evidenced hereby at such date of termination upon the same
terms and conditions, upon payment of a fee at the rates provided herein with
respect to the surrender of this Receipt for Deposited Securities and upon
payment of any applicable taxes and governmental or other charges. The
Depositary may convert any dividends received by it in cash after the
termination date into U.S. dollars as herein provided, and after deducting
therefrom the fees and expenses of the Depositary and taxes and other
governmental charges referred to herein, hold the balance of said dividends for
the pro rata benefit of the Holders of the respective Receipts. As to any
Receipts not so surrendered within thirty (30) days after such date of
termination, the Depositary shall thereafter have no obligation with respect to
the collection or disbursement of any subsequent dividends or any subscriptions
or other rights accruing on the Deposited Securities. After the expiration of
six months from such date of termination the Depositary may sell any remaining
Deposited Securities in such manner as it may determine appropriate, and may
thereafter hold uninvested the net proceeds of any such sale or sales, together
with any dividends received prior to such sale or the U.S. dollars received on
conversion thereof, unsegregated and without liability for interest thereon, for
the pro rata benefit of the Holders of the Receipts which have not theretofore
been surrendered for cancellation, such Holders thereupon becoming general
creditors of the Depositary with respect to such net proceeds. After making such
sale, or if no such sale can be made after the expiration of two years from such
date of termination, the Depositary shall be discharged from all obligations
whatsoever to the Holders and Beneficial Owners of the Receipts except to make
distributions of the net proceeds of sale and of such dividends (after deducting
all fees, charges and expenses of the Depositary) or of the Deposited Securities
in case no sale can be made upon surrender of the Receipts.
20. Certain Fees and Charges of the Depositary. The Depositary may charge
fees for receiving deposits and issuing Receipts, for delivering deposited
shares against surrendered Receipts, for transfer of Receipts, for splits or
combinations of Receipts, for distribution of each dividend, for sales or
exercise of rights, or for other services performed hereunder. The Depositary
fees may differ from those of other depositary institutions. The Depositary
reserves the right to modify, reduce or increase any fees or charges for
services performed hereunder upon thirty (30) days' notice to the registered
holder hereof. The Depositary will provide, without charge, a copy of its latest
fee schedule to any party requesting it.
10
21. Governing Law. This Receipt shall be interpreted in accordance with,
and all rights and obligations hereunder and provisions hereof shall be governed
by, the laws of the State of New York applicable to contracts made in and to be
performed in that state.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
========================================
========================================
(Please print or typewrite name
and address of assignee)
___________ the within American Depositary Receipt and all rights and interests
represented thereby, and hereby irrevocably constitutes and appoints
___________ attorney, to transfer the same on the books of the within named
Depositary, with full power of substitution in the premises.
Dated Signature
-------------------------- -------------------------------
NOTE: The signature to any endorsement hereon must correspond with the
name as written upon the face of this Receipt in every particular, without
alteration or enlargement or any change whatsoever.
If the endorsement be executed by an attorney, executor, administrator,
trustee or guardian, the person executing the endorsement must give his full
title in such capacity and proper evidence of authority to act in such capacity,
if not on file with the Depositary, must be forwarded with this Receipt.
All endorsements or assignments of Receipts must be guaranteed by an
"eligible institution" as such term is defined in Rule 17Ad-15 under the United
States Securities Exchange Act of 1934, as amended, having an office or
correspondent in The City of New York.
11