NUMBER AMERICAN DEPOSITARY SHARES
CUSIP # 81603x108
Each American Depositary
Share represents one-half
of one share
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 the United States
Securities Act of 1933, as amended, 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
Beneficial Owners of Receipts. Details
with respect thereto may be obtained
from the Depositary.
AMERICAN DEPOSITARY RECEIPT
EVIDENCING AMERICAN DEPOSITARY SHARES
REPRESENTING SHARES OF COMMON STOCK,
OF SEIKO EPSON CORP. (the "Company")
(INCORPORATED UNDER THE LAWS OF JAPAN)
CITIBANK, N.A., AS DEPOSITARY (HEREINAFTER THE "DEPOSITARY"), HEREBY CERTIFIES
THAT (i) THERE HAVE BEEN DEPOSITED WITH THE DEPOSITARY OR ITS AGENT, NOMINEE,
CUSTODIAN OR CORRESPONDENT, THE SECURITIES DESCRIBED ABOVE OR EVIDENCE OF THE
RIGHT TO RECEIVE SUCH SECURITIES, (ii) AT THE DATE HEREOF EACH AMERICAN
DEPOSITARY SHARE EVIDENCED BY THIS RECEIPT REPRESENTS THE AMOUNT OF SUCH
SECURITIES SHOWN ABOVE DEPOSITED OR DEEMED TO BE DEPOSITED HEREUNDER AS PROVIDED
IN CLAUSE (i) ABOVE OR PARAGRAPH 7 OF THIS RECEIPT, (iii) FROM TIME TO TIME
HEREAFTER, EACH AMERICAN DEPOSITARY SHARE EVIDENCED BY THIS RECEIPT SHALL
REPRESENT SUCH NUMBER OF SECURITIES, CASH AND/OR OTHER PROPERTY HELD BY, OR ON
BEHALF OF, THE DEPOSITARY IN PLACE OR IN ADDITION THEREOF (COLLECTIVELY, THE
"DEPOSITED SECURITIES"), AND (iv) ______________________________________________
IS THE HOLDER OF _______________________________________________________________
AMERICAN DEPOSITARY SHARES EVIDENCED BY THIS RECEIPT AND, EXCEPT AS OTHERWISE
HEREIN EXPRESSLY PROVIDED, IS ENTITLED, UPON SURRENDER AT THE CORPORATE AGENCY
OFFICE OF THE DEPOSITARY LOCATED AT 388 GREENWICH STREET, NEW YORK, NY 10013, OF
THIS RECEIPT DULY ENDORSED FOR TRANSFER, UPON PAYMENT OF THE CHARGES AS PROVIDED
ON THE REVERSE OF THIS RECEIPT AND IN COMPLIANCE WITH APPLICABLE LAWS AND
REGULATIONS, AT THE HOLDER'S OPTION TO (1) 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) HAVE SUCH DEPOSITED SECURITIES
FORWARDED TO THE HOLDER AND AT THE HOLDER'S COST AND RISK AT THE CORPORATE
AGENCY OFFICE OF THE DEPOSITARY. THE DEPOSITARY'S CORPORATE AGENCY OFFICE IS AT
A DIFFERENT ADDRESS THAN ITS PRINCIPAL EXECUTIVE OFFICE. ITS PRINCIPAL EXECUTIVE
OFFICE IS AT 399 PARK AVENUE, NEW YORK, NY 10043.
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 ON THE BOOKS OF THE DEPOSITARY FROM TIME TO TIME.
THE TERM "SECURITIES ACT" SHALL MEAN THE U.S. SECURITIES ACT OF 1933, AS AMENDED
FROM TIME TO TIME.
THE TERM "SHARES" SHALL MEAN THE SHARES OF THE COMPANY IDENTIFIED ABOVE,
HERETOFORE VALIDLY ISSUED AND OUTSTANDING AND FULLY PAID, NON-ASSESSABLE AND
FREE OF ANY PRE-EMPTIVE RIGHTS OF THE HOLDERS OF OUTSTANDING SHARES OR HEREAFTER
VALIDLY ISSUED AND OUTSTANDING AND FULLY PAID, NON-ASSESSABLE AND FREE OF ANY
PRE-EMPTIVE RIGHTS OF 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 herein provided, 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 legal entity resulting from the
agreement herein provided for is deemed to be the issuer of the Receipts. The
Depositary will not knowingly accept for deposit any Shares required to be
registered under the Securities Act unless a registration statement is in effect
as to such Shares. The Depositary assumes no liability with respect to the
validity, worth, susceptibility to assessments or freedom from preemptive rights
of the Deposited Securities.
2. WITHDRAWAL OF DEPOSITED SECURITIES. The surrender of outstanding
Receipts and withdrawal of Deposited Securities may only be suspended for (i)
temporary delays caused by the closing of the transfer books of the Depositary
or the Company or the deposit of Shares in connection with voting at a
shareholders' meeting, or the payment of dividends, (ii) the payment of fees,
taxes and similar charges, (iii) compliance with any laws or governmental
regulations relating to the Receipts or to the withdrawal of 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 provisions thereto.
3. TRANSFER OF RECEIPTS; COMBINATION AND SPLIT-UP OF RECEIPTS. Until
surrender of this Receipt in accordance with the terms hereof, the Depositary
will maintain at a designated corporate agency office in the Borough of
Manhattan, The City of New York, a register for the registration of Receipts and
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 its Corporate Agency Office by the
registered Holder hereof in person or by the duly authorized attorney of the
Holder, upon surrender of this Receipt properly endorsed for transfer or
accompanied by proper instruments of transfer and payment of funds sufficient to
pay any applicable taxes, governmental charges, and the fees and expenses of the
Depositary and upon compliance with such regulations, if any, as the Depositary
may establish for such purpose. This Receipt may be split into other such
Receipts, or may be combined with other such Receipts into one Receipt,
representing the same aggregate number of American Depositary Shares as the
Receipt or Receipts surrendered. Upon such split or combination not involving a
transfer, a charge will 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 paragraph 2 hereof.
4. PROOF OF CITIZENSHIP OR RESIDENCE. The Depositary may require any
Holder, Beneficial Owner of Receipts, or 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 OF RECEIPTS. 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 instruments 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 above provided, and subject to
paragraph 14 hereof, notwithstanding any notice to the contrary, the Depositary
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
person entitled to distribution of 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 paragraph 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 and may deliver Deposited Securities upon the receipt and cancellation of
Receipts (which may 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 (each such transaction, a "Pre-Release"). 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 assessment or
charges which may become payable in respect of the Deposited Securities, 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 law, statute, charter
provision, by-law, regulation or otherwise, shall be payable by the Holder and
Beneficial Owners hereof 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 and other distributions and may sell for account of such
Holder of the Deposited Securities equal to all or any part of the amount
represented by this Receipt, and may apply to proceeds in payment of such
obligations, the Holder and Beneficial Owners hereof remaining 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
each certificate therefor, are validly issued, fully paid, non-assessable and
free of any pre-emptive rights and that the person making such deposit is duly
authorized to do so. Each such person shall also be deemed to represent that the
Shares would not be required to be registered under the Securities Act in
connection with the offer or sale thereof in the United States. Such
representations and warranties shall survive the deposit of such securities and
issuance of Receipts. If any such representations or warranties are false in any
way, the Depositary shall be authorized, at the cost and expense of the person
depositing Shares, to take any and all actions necessary to correct the
consequences thereof, including, without limitation, to cancel the Receipts
issued by the Depositary in respect of such Shares.
10. FURTHER CONDITIONS. This Receipt is issued subject, and all rights of
the Holders and Beneficial Owners hereof are expressly subject, to the terms and
conditions set forth on the face and the reverse of this Receipt, all of which
form a part of the contract contained in this Receipt and to all of which the
Holders and Beneficial Owners hereof by accepting this Receipt consent and
agree.
Countersigned: Citibank, N.A.,
as Depositary
Authorized Officer Vice President
Attest:
Reverse of Receipt
11. AVAILABLE INFORMATION. The Company currently furnishes the Securities
and Exchange Commission (the "Commission") with certain public reports and
documents required by foreign law or otherwise consistent with Rule 12g3-2(b) of
the Securities Exchange Act of 1934, as amended ("Exchange Act"). Should the
Company become subject to the periodic reporting or other informational
requirements under the Exchange Act, it will be required in accordance therewith
to file reports and other information with the Commission. These reports and
documents can be inspected by holders of Receipts and copied at public reference
facilities maintained by the Commission located at 100 F Street, Room 1580, 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 Company or of any
other matter concerning the affairs of the Company, except as herein expressly
provided. The Depositary undertakes to make available for inspection by Holders
of the Receipts at its principal office any reports and communications received
by the Depositary or any agent, nominee, custodian or correspondent of the
Depositary from the Company 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 Company. Such reports and
communications will be available in the language in which they were received by
the Depositary from the Company 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.
The Depositary may, in its sole discretion, but shall not be required to,
exercise any voting rights which may exist in respect of the Deposited
Securities, except that upon the written request of a Holder and the payment to
it of any expenses involved, the Depositary will endeavor, insofar as
practicable to exercise any then existing voting rights with respect to an
amount of the Deposited Securities represented hereby in accordance with such
request.
13. DISTRIBUTIONS. Until the termination of the agreement evidenced by
this Receipt upon surrender hereof, in accordance with the terms hereof, the
Depositary shall distribute or otherwise make available to the Holder hereof, at
a time and in such a manner as it shall determine, any distributions of cash and
securities, subscription or other rights, and any other distribution with
respect to the Deposited Securities represented by the American Depositary
Shares evidenced by this Receipt, after deduction, or upon payment, of the fees
and expenses of the Depositary described in paragraph 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 or any other applicable law. In such case, the
Depositary may sell such subscription or other rights, securities or other
property. In the event that the Depositary elects not to make any such
distribution it will notify the Holders of the disposition thereof and proceeds
of such sale. 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 any 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 its fees and expenses described in paragraph 20
below and the withholding of taxes and 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 practicable 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 opinion 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 to
direct the manner of voting the Deposited Securities represented hereby.
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
Corporate Agency Office of the Depositary or to the 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 options set forth in clauses (i) and (ii) of the first paragraph
on the face hereof, the right only to (i) receive at the Corporate Agency Office
of the Depositary or the office of such agent, nominee, custodian or
correspondent, or (ii) have forwarded, at the cost and risk of such Holder, to
or upon the order of such Holder at the address designated by the Holder, such
an 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. CHANGE AFFECTING DEPOSITED SECURITIES. Upon (i) any change in nominal
or par value or any subdivision, combination or any other reclassification of
the Deposited Securities, or (ii) any recapitalization, reorganization, sale of
assets, receivership, bankruptcy, liquidation, merger or consolidation affecting
the Company or to which the Company is a party, or (iii) the redemption by an
issuer of Deposited Securities at any time of any or all of such Deposited
Securities (provided the same are subject to redemption), 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 all 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 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. The Depositary shall mail notice of any redemption of Deposited
Securities to the registered 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 other property
applicable to the same, upon surrender to the Depositary (and upon payment of
its fees and expenses and governmental or other charges) of the Receipts
evidencing such American Depositary Shares.
17. LIABILITY OF 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
perform its obligations specifically set forth in the Receipt without gross
negligence or bad faith. The Depositary assumes no obligation and 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 of the United States of
America, or of any state thereof, or of any foreign country, or political
subdivision thereof, or by reason of any provision, present or future, of the
charter, certificate of incorporation, memorandum or articles of association,
statutes, Code of Regulations, By-laws or Resolutions of the Company, the
Depositary shall be prevented or forbidden from, or subjected to any civil or
criminal penalty or extraordinary expense on account of, doing or performing any
act or thing which by the terms hereof it is provided 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 it is provided
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 the
financial condition of any third party, or by reason of any exercise of, or
failure to exercise, any discretion provided for herein.
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 expense and liability be
furnished as often as may be required. The Depositary shall not be liable for
any action or non-action 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 persons believed by it in good faith to
be competent to give such advice or information.
The Depositary (and any of its affiliates) may become the owner of, and
deal in, securities of any class of the Company of the Deposited Securities and
in Receipts.
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 that 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
impair the right of the Holder of any Receipt to surrender such Receipt and
receive therefore 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 by this Receipt and all other
Receipts by mailing notice of such termination to the Holders of all the
Receipts then outstanding to them at their addresses appearing upon the books of
the Depositary, at least thirty (30) days prior to the date fixed in such notice
for termination. On and after such date of termination, the Holder hereof, upon
surrender of the Receipt at the Corporate Agency Office of the Depositary, will
be entitled to delivery of the amount of the Deposited Securities represented
hereby at the termination date upon the same terms and conditions, and upon
payment of a fee at the rates provided herein with respect to the surrender of
this Receipt for Deposited Securities and on payment of applicable taxes and
charges. The Depositary may convert any dividends secured by it in cash after
the termination date in U.S. Dollars as herein provided, and after deducting
therefrom the fees and expenses of the Depositary and applicable taxes and
governmental charges, 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 with respect to 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, 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 any interest thereon, for the
pro rata benefit of the Holders of the Receipts which have not theretofore been
surrendered for cancellation, such Holders becoming general creditors of the
Depositary with respect to such 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 of the Receipts, except to make distribution 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 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's
fees may differ from those of other Depositaries. 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.
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
.................................................................................
of 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 the Receipt, in every particular, without
alteration or enlargement or any change whatsoever.
If the endorsement is to be executed by an attorney, executor,
administrator, trustee or guardian, the person executing the endorsement must
give his/her full title in such capacity and proper evidence of authority to act
in such capacity, if not on file with the Depositary, must be forwarded with
this 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.