Exhibit (a)
NUMBER CUSIP #
Each American depositary share
represents one (1) share of
common stock of the Company
AMERICAN DEPOSITARY RECEIPT
for
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED COMMON STOCK
of
TOHOKU ELECTRIC POWER CO., INC.
(Incorporated under the laws of Japan [the "Company"])
CITIBANK, N.A., AS DEPOSITARY (HEREINAFTER THE "DEPOSITARY"), HEREBY CERTIFIES
THAT ______________ IS THE OWNER OF _______________ AMERICAN DEPOSITARY SHARES
("ADSs") AND (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 ADS
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 ADS
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 ADDITION
THEREOF (COLLECTIVELY, THE "DEPOSITED SECURITIES"), AND (iv) THE NAME SPECIFIED
ABOVE IS THE HOLDER OF THE ADS(s) EVIDENCED BY THIS RECEIPT AND, EXCEPT AS
OTHERWISE HEREIN EXPRESSLY PROVIDED, IS ENTITLED, UPON SURRENDER AT THE
DESIGNATED OFFICE OF THE DEPOSITARY (THE "DESIGNATED OFFICE"), CURRENTLY LOCATED
AT 111 WALL STREET, NEW YORK, N.Y. 10043, 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 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.
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 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, VALIDLY
ISSUED AND OUTSTANDING AND FULLY PAID, NON-ASSESSABLE 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 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 and of
the ADSs evidenced thereby. 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. Until surrender of this Receipt in accordance
with the terms hereof, the Depositary will maintain at a designated 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 Designated 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 ADSs as the Receipt(s) 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 to paragraph 2 hereof.
4. PROOF OF CITIZENSHIP. The Depositary may require any Holder, Beneficial
Owner, or person presenting securities for deposit against the issuance of ADSs,
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
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certificates and other instruments as may be necessary or proper to comply with
any laws or regulations relating to the issuance of ADSs or transfer of
Receipts, the receipt or distribution of dividends or other property, or the
taxation thereof or of Receipts, ADSs or Deposited Securities, and the
Depositary may withhold the issuance of ADSs 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 the ADSs
evidenced by 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 the Receipt for registration of transfer as above provided, and
subject to paragraph 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 person entitled to distribution of dividends or other
distribution or to any notice pursuant to the terms hereof, and for all other
purposes.
6. LIMITATIONS ON EXECUTION AND DELIVERY, AND TRANSFER AND SURRENDER, OF
RECEIPTS. Subject to the provisions of paragraph 2 hereof, the delivery of ADSs
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 ADSs. Notwithstanding any other provision of this
Receipt, the Depositary may (i) issue ADSs prior to the receipt of Shares and
(ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited
Securities, including ADSs which were issued under (i) above but for which
Shares may not have been received (each such transaction a "Pre-Release
Transaction"). The Depositary may receive ADSs in lieu of Shares under (i) above
and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release
Transaction will be (a) subject to a written agreement whereby the person or
entity (the "Applicant") to whom ADSs or Shares are to be delivered (w)
represents that at the time of the Pre-Release Transaction the Applicant or its
customer owns the Shares or ADSs that are to be delivered by the Applicant under
such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of
such Shares or ADSs in its records and to hold such Shares or ADSs in trust for
the Depositary until such Shares or ADSs are delivered to the Depositary or the
Custodian, (y) unconditionally guarantees to deliver to the Depositary or the
Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional
restrictions or requirements that the Depositary deems appropriate, (b) at all
times fully collateralized with cash, U.S. government securities 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
Depositary will normally limit the number of ADSs and Shares involved in such
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Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs
outstanding (without giving effect to ADSs outstanding under (i) above),
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 also
set limits with respect to the number of ADSs and Shares involved in Pre Release
Transactions with any one person on a case by case basis as it deems
appropriate. The Depositary may retain for its own account any compensation
received by it in conjunction with the foregoing. Collateral provided pursuant
to (b) above, but not earnings thereon, shall be held for the benefit of the
Holders (other than the Applicant).
8. LIABILITY OF HOLDER AND BENEFICIAL OWNERS 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 the Deposited Securities corresponding to
all or any part of the amount of ADSs 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.
9. REPRESENTATIONS AND WARRANTIES. Every person presenting Shares for
deposit shall be deemed thereby to represent and warrant that (i) such Shares
and the certificates therefor are duly authorized, validly issued, fully paid,
non-assessable and legally obtained by such person, (ii) all preemptive (and
similar) rights, if any, with respect to such Shares have been validly waived or
exercised, (iii) the person making such deposit is duly authorized so to do,
(iv) the Shares presented for deposit are free and clear of any lien,
encumbrance, security interest, charge, mortgage or adverse claim, and (v) the
Shares presented for deposit are not required to be registered under the
Securities Act in connection with any offer or sale thereof in the United
States, and (vi) the Shares presented for deposit have not been stripped of any
rights or entitlements. Such representations and warranties shall survive the
deposit and withdrawal of Shares, the issuance and cancellation of ADSs in
respect thereof and the transfer of such ADSs. If any such representations or
warranties are false in any way, the 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 applicable ADSs.
10. FURTHER CONDITIONS. This Receipt is issued, 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
Holder and Beneficial Owners hereof by accepting any ADS evidenced by this
Receipt consent and agree.
Countersigned: Citibank, N.A., as Depositary
______________________ _____________________________
Authorized Officer Vice President
Date: _______________
Ex (a)-4
REVERSE OF RECEIPT
11. AVAILABLE INFORMATION. Based on the reasonable good faith belief of
the Depositary, after exercising reasonable due diligence, it was determined, at
the time of the filing of the applicable registration statement for the ADSs,
that the Company published in English the information contemplated in Rule
12g3-2(b) under the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on its internet website or through an electronic information
delivery system generally available to the public in the Company's primary
trading market. As of the date of such filing, the Company's internet website
was www.tohoku-epco.co.jp/index-e.htm. The information so published by the
Company cannot be retrieved from the Commission's internet website and cannot be
inspected or copied at the public reference facilities maintained by the
Commission. The Depositary does not assume any duty to determine if the Company
is complying with the requirements of Rule 12g3-2(b) under the Exchange Act or
to take any action if the Company is not complying with those requirements.
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 the
Holder of this Receipt 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 Receipt. 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 will, but only upon the written request of a Holder hereof
and the payment to the Depositary of any expenses involved, 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 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 ADSs 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
Ex (a)-5
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 ADSs, the Depositary may, in its discretion, sell the amount of
securities or property equal to the aggregate of any fractional ADSs. 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 any
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
Depositary's Designated Office 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
the right only to (i) receive at the Designated Office of the Depositary or the
Ex (a)-6
office of such agent, nominee, custodian, or correspondent, 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 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 ADSs and
shall mail notice of redemption only to the Holders of Receipts evidencing the
ADS so drawn for redemption in whole or in part. The sole right of the Holders
of Receipts evidencing the ADS 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 ADSs.
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
Ex (a)-7
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,
ADSs and 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 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 and Beneficial Owner of ADSs
evidenced by this Receipt at the time any amendment so becomes effective shall
be deemed, by continuing to hold such ADSs, 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 this 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. 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 received by it in cash after the termination date in U.S.
Dollars as herein provided, and after deducting therefrom the fees and expenses
of 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
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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, 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 obligation
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
depositary transaction fees for (i) issuing ADSs upon the deposit of Shares,
(ii) delivering Deposited Securities against surrendered ADSs, (iii)
transferring, splitting or combining Receipts, (iv) distributing cash, Shares or
other property received in respect of the Deposited Securities, and (v) selling
or exercising rights or other entitlements, as well as depositary service fees
in respect of the ADSs outstanding and the Deposited Securities held. The
Depositary may also charge any fees, expenses, taxes and governmental charges
incurred, directly or indirectly, in respect of the ADSs, the Deposited
Securities and the depositary receipt program existing pursuant to this Receipt
and related receipts, including fees and expenses incurred for currency
conversions, for communications, for complying with regulatory requirements
applicable to Deposited Securities, and for registering, holding and delivering
Deposited Securities. The Depositary fees and charges may differ from those of
other depositaries and are payable by Holders and by persons depositing Shares
for the creation of ADSs or surrendering ADSs for cancellation and release of
Deposited Securities. The Depositary reserves the right to modify, reduce or
increase any fees or charges hereunder upon thirty (30) days' notice to the
Holder hereof. The Depositary will provide, without charge, a copy of its latest
fee and charges 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.
Ex (a)-9
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
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.................................................................................
Please print or typewrite name and address of assignee
.................................................................................
of the within American Depositary Receipt and all rights and interest
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 whatever.
If the endorsement be executed by an attorney, executor, administrator,
trustee or guardian, the person executing the endorsement must give his/her full
title in such capacity and proper evidence of authority to act in such capacity,
if not on file with the Depositary, must be forwarded with this 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.
Ex (a)-10