July 20, 2004
Via Edgar Electronic Filing
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Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Rule 424(b)(3) Filing in respect of Form F-6 Registration
Statement No. 333-101493 for American Depositary Shares
representing five (5) shares of Common Stock, without par
value, (the "Deposited Securities"), of Japan Airlines
Corporation a company incorporated under the laws of Japan
(the "Company")
Ladies and Gentlemen:
On behalf of Citibank, N.A., as Depositary (the "Depositary") and
acting solely on behalf of the legal entity created by the agreement contained
in American Depositary Receipts ("ADRs") evidencing American Depositary Shares
("ADSs") each representing five (5) Deposited Shares, I enclose for filing with
the Securities and Exchange Commission (the "Commission") pursuant to Rule
424(b)(3) promulgated by the Commission under the Securities Act of 1933, as
amended (the "Act"), one (1) copy of a form of the ADRs which is to be issued by
the Depositary and which reflect the change in the name of the Company from
Japan Airlines System Corporation to Japan Airlines Corporation.
As required by Rule 424(e) under the Act, the cover of the copy of the
enclosed ADR has been marked to indicate the paragraph of Rule 424 under which
the filing is being made and the file number of the Form F-6 Registration
Statement previously filed and declared effective in respect of the ADRs.
In anticipation of any subsequent filings with, and/or submissions to,
the Commission that the Company and/or the Depositary may make, we respectfully
request that the Commission modify its records to reflect the change in the
Company's name from Japan Airlines System Corporation to Japan Airlines
Corporation.
In the event any member of the Staff of the Commission has any
questions or comments concerning this filing, such person should contact the
undersigned at (212) 657-2129.
Very truly yours,
/s/ Audrey E Williams
Audrey E. Williams
Enclosures
cc: Paul M. Dudek, Esq. (Securities and Exchange Commission - Office of
International Corporate Finance)
Richard Etienne (Citibank, N.A.)
NUMBER In accordance with the Japanese AMERICAN DEPOSITARY
Commercial Code effective SHARES
October 1, 1982, the Depositary
Shares represented by this receipt CUSIP # 471040105
may only be presented for
cancellation and release of the
relative underlying shares in
multiples of 1,000 Depositary
Shares.
Each American Depositary
SUBSCRIPTION RIGHTS: Under current Share represents five (5)
Japanese practice offerings of shares of common stock of
rights to subscribe to additional the Company
underlying securities are
sometimes made, and in 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 of such rights the Depositary
intends to endeavor to dispose of
the rights for the benefit of the
holders of Receipts as provided in
paragraph 14 hereof. Any disposal
of rights may substantially dilute
the equity of holders of Receipt.
The issuer of the Common Stock
represented by this Receipt has
in the past made such rights
offerings. Details with respect
thereto may be obtained from the
Depositary.
AMERICAN DEPOSITARY RECEIPT
EVIDENCING AMERICAN DEPOSITARY SHARES
REPRESENTING SHARES OF COMMON STOCK,
WITHOUT PAR VALUE,
OF
JAPAN AIRLINES CORPORATION
(Incorporated under the laws of Japan hereinafter the "Company")
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)
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IS THE HOLDER OF
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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 111 WALL STREET, NEW YORK, NY 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, 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 TO THE HOLDER AND AT THE HOLDER'S COST AND RISK AT THE CORPORATE
AGENCY OFFICE OF THE DEPOSITARY.
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. 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) 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 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 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 the Receipt
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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, 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 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 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.
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
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Authorized Officer Vice President
Date:
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Reverse of Receipt
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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. These reports and
documents can be inspected by holders of Receipts and copied at public reference
facilities maintained by the Commission located at Judiciary Plaza, 450 Fifth
Street, NW 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 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.
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 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
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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
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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 (1) and (2) 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) 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
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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 it 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.
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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 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
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. 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 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 not 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
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.
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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.
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*
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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 a
member of a Medallion Signature Program approved by the Securities Transfer
Association, Inc.
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