AMERICAN DEPOSITARY SHARES
(Each Depositary Share represents
         Ten Deposited Security)
THE BANK OF NEW YORK
AMERICAN DEPOSITARY RECEIPT
FOR ORDINARY SHARES OF THE PART
VALUE US $.20
EACH OF
GUOCOLEISURE LIMITED
(INCORPORATED UNDER THE LAWS OF
BERMUDA)
       The Bank of New York as depositary
(hereinafter called the Depositary) hereby
certifies (i) that there have been deposited with
the Depositary or its agent nominee custodian
clearing agency or correspondent the securities
described above or evidence of the right to
receive such securities (ii) that at the date hereof
each American Depositary Share evidenced by
this Receipt represents the amount of such
Deposited Securities shown above and that

or registered assigns IS THE OWNER OF
________ AMERICAN DEPOSITARY
SHARES
hereby evidenced and called and except as
otherwise herein expressly provided is entitled
upon surrender at the Corporate Trust Office of
the Depositary New York New York of this
Receipt duly endorsed for transfer and upon
payment of the charges as provided on the
reverse of this Receipt and in compliance with
applicable laws or governmental regulations at
Owners option (1) to delivery at the office of the
agent nominee custodian clearing agency or
correspondent of the Depositary to a person
specified by Owner of the amount of Deposited
Securities represented hereby or evidence of the
right to receive the same or (2) to have such
Deposited Securities forwarded at his cost and
risk to him at the Corporate Trust Office of the
Depositary.  The words Deposited Securities
wherever used in this Receipt shall mean the
Shares described herein (including such
evidence of the right to receive the same)
deposited with the Depositary as aforesaid and
any and all other shares securities cash and other
property held by the Depositary in place thereof
or in addition thereto as provided herein.  The
word Owner wherever used in this Receipt shall
mean the name in which this Receipt is
registered upon the books of the Depositary
from time to time.  The Depositarys Corporate
Trust Office is located at a different address than
its principal executive office. Its Corporate Trust
Office is located at 101 Barclay Street New
York New York 10286 and its principal
executive office is located at One Wall Street
New York New York 10286.



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 Owners of Receipts
subsequent to such deposits.
	The issuer of the Receipts is deemed to
be the legal entity resulting from the agreement
herein provided for.
	The issuance of Receipts against
deposits generally may be suspended or the
issuance of Receipts against the deposit of
particular securities may be withheld if such
action is deemed necessary or advisable by the
Depositary at any time and from time to time
because of any requirements of any government
or governmental body or commission or for any
other reason.  The Depositary assumes no
liability with respect to the validity or worth of
the Deposited Securities.
2.	TRANSFER OF RECEIPTS.
	Until the surrender of this Receipt in
accordance with the terms hereof the Depositary
will maintain an office in the Borough of
Manhattan the City of New York for the
registration of Receipts and transfers of Receipts
where the Owners of Receipts may during
regular business hours inspect the transfer books
of the list of Owners of Receipts as maintained
by the Depositary.  The transfer of this Receipt
is registrable on the books of the Depositary at
its Corporate Trust Office by the holder hereof
in person or by duly authorized attorney upon
surrender of this Receipt properly endorsed for
transfer or accompanied by proper instruments
of transfer and funds sufficient to pay any
applicable transfer taxes and the fees and
expenses of the Depositary and upon compliance
with such regulations if any as the Depositary
may establish for such purpose consistent with
the provisions of Article 16 hereof.  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.
3.	PROOF OF CITIZENSHIP OR
RESIDENCE.
	The Depositary may require any holder
or Owner of Receipts or any person presenting
securities for deposit against the issuance of
Receipts from time to time to file such proof of
citizenship or residence and to furnish such other
information by affidavit or otherwise and to
execute such certificates and other instruments
as may be necessary or proper to comply with
any laws or regulations relating to the issuance
or transfer of Receipts the receipt or distribution
of dividends or other property or the taxation
thereof or of receipts or deposited securities and
the Depositary may withhold the issuance or
registration of transfer of any Receipt or
payment of such dividends or delivery of such
property from any holder Owner or other person
as the case may be who shall fail to file such
proofs certificates or other instruments.
4.	TRANSFERABILITY/RECORDOW
NERSHIP.
	It is a condition of this Receipt and
every successive holder and 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 the provisions of Article 9 below 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 purposes.

5.	TAX LIABILITY.
	The Depositary shall not be liable for
any governmental taxes assessments or charges
or corporate assessments or charges which may
become payable in respect of the Deposited
Securities 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 bylaw
regulation or otherwise shall be payable by the
Owner hereof to the Depositary at any time on
request.  Upon the failure of the holder or Owner
of this Receipt to pay any such amount the
Depositary may sell for account of such Owner
an amount of the Deposited Securities equal to
all or any part of the amount represented by this
Receipt and may apply the proceeds in payment
of such obligations the Owner hereof remaining
liable for any deficiency.
6.	REPRESENTATIONS AND
WARRANTIES.
	Every person presenting securities for
deposit shall be deemed thereby to represent and
warrant that such securities and each certificate
therefor are validly issued fully paid and
nonassessable and that the person making such
deposit is duly authorized so to do.  Every such
person shall also be deemed to represent that the
deposit of such securities and the sale of
Receipts evidencing American Depositary
Shares representing such securities by that
person are not restricted under the Securities Act
of 1933.  Such representations and warranties
shall survive the deposit of such securities and
issuance of Receipts.
	This Receipt is issued subject and all
rights of the holder or Owner hereof are
expressly subject to the terms and conditions set
forth on both sides of this Receipt all of which
form a part of the agreement evidenced in this
Receipt and to all of which the holder or Owner
hereof by accepting this Receipt consents.
7.	REPORTS OF ISSUER OF
DEPOSITED SECURITIES VOTING
RIGHTS.
	The Depositary shall be under no
obligation to give notice to the holder or Owner
of this Receipt of any meeting of shareholders or
of any report of or communication from the
issuer of the Deposited Securities or of any other
matter concerning the affairs of such issuer
except as herein expressly provided.  The
Depositary undertakes to make available for
inspection by holders and Owners of the
Receipts at its Corporate Trust Office any
reports and communication received from the
issuer of the Deposited Securities which are both
(i) received by the Depositary as the holder of
the Deposited Securities and (ii) made generally
available to the holders or Owners of the
Deposited Securities by the issuer thereof.  Such
reports and communications will be available in
the language in which they were received by the
Depositary from the issuer of the Deposited
Securities except to the extent if any that the
Depositary in its sole discretion elects to both (i)
translate into English any of such reports or
communications that were not in English when
received by the Depositary and (ii) make such
translation if any available for inspection by
holders and Owners of the Receipts.  The
Depositary has no obligation of any kind to
translate any of such reports or communications
or to make such translation if any available for
such inspection.
	The issuer of the Deposited Securities
furnishes the Securities Exchange Commission
(hereinafter called the Commission) with certain
public reports and documents required by
foreign law or other wise under Rule 12g32(b)
of the Securities Act of 1934.  Such reports and
documents are available for inspection and
copying by holders of Receipts at the public
reference facility maintained by the Commission
in Washington D.C.




	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 provided that upon the
written request of the Owner hereof and the
payments to it of any expense involved the
Depositary will endeavor in so far as practicable
to exercise any such then existing voting rights
with respect to an amount of the Deposited
Securities represented hereby in accordance with
such request.
8.	DISTRIBUTIONS.
	Until the surrender of this Receipt the
Depositary shall distribute or otherwise make
available to the Owner hereof at a time and in
such manner as it shall determine any
distributions of cash subscription or other rights
securities described above or other property or
securities received with respect to the amount of
Deposited Securities represented hereby after
deduction or upon payment of the fees and
expenses of the Depositary described in Article
14 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 would violate
the Securities Act of 1933 or any other
applicable law.  In such case the Depositary may
sell such subscription or other rights securities or
other property.  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.  Except as
otherwise provided in the case of subscription or
other rights the Depositary shall issue warrants
for such subscription or other rights and shall
seek instructions from the Owner of this Receipt
as to the disposition to be made of such
subscription or other rights. In the absence of
such instructions the Depositary may sell such
rights if they are about to lapse.  Sales of
subscription or other rights securities or other
property by the Depositary shall 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 Owner hereof the net
proceeds after deduction of its fees and expenses
described in Article 14 below and the
withholding of taxes in respect thereof.
	If the Depositary shall find in its opinion
that any cash distribution is not convertible in its
entirety or with respect to the Owners of a
portion of the Receipts on a reasonable basis
into U.S. Dollars available to it in the City of
New York or if any required approval or license
of any government or agency for such
conversion is denied or is not obtainable within
a reasonable period the Depositary may in its
discretion make such conversion and distribution
in U.S. Dollars to the extent possible at such
time and rates of conversion as the Depositary
shall deem appropriate to the Owners entitled
thereto 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 Owners and
distribute appropriate warrants or other
instruments evidencing rights to receive such
foreign currency.
9.	RECORD DATES ESTABLISHED
BY DEPOSITARY.
	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 offered with respect to
Deposited Securities or whenever the Depositary
shall receive notice of any meeting of Owners of
Deposited Securities or whenever it is necessary
in the opinion of the Depositary to determine the
Owners of Receipts the Depositary will fix a
record date for the determination of the Owners
generally or the Owners 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 Owner hereof on such record
date to receive such payment or distribution or
to direct the manner of voting the Deposited
Securities represented hereby.
10.	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 or Owners of the Receipts to the
Corporate Trust Office of
the Depositary or to any agent nominee
custodian clearing agency or correspondent of
the Depositary to be held by the Depositary or
such agent nominee custodian clearing agency
or correspondent in which case the Owner
hereof shall have in lieu of the option set forth in
clauses (1) and (2) of the first Article on the face
hereof the right only to have the Depositary or
the office of such agent nominee custodian
clearing agency or correspondent to or upon the
order of such Owner forward 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 Owner of this
Receipt by reason of any such forwarding or
failure to forward any or all Deposited
Securities.
11.	CHANGES AFFECTING
DEPOSITED SECURITIES.
	Upon (i) any change in par value or any
subdivision combination or any other
reclassification of the Deposited Securities or
(ii) any recapitalization reorganization sale of
assets substantially as an entirety merger or
consolidation affecting the issuer of the
Deposited Securities or to which it is a party or
(iii) the redemption by the issuer of the
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) for one or more new
Receipts of the same form and tenor as 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 Owner
to receive such new Receipt or Receipts.  The
Depositary shall mail notice of any redemption
of Deposited Securities to the Owner 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 Owners of Receipts
evidencing the American Depositary Shares so
drawn for redemption in part.  The sole right of
the Owners of Receipts evidencing American
Depositary Shares designated for redemption
after the mailing of 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) of the Receipts evidencing such
American Depositary Shares.
12.	LIABILITY OF DEPOSITARY.
       	The Depositary shall not incur
any liability to any holder or 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 bylaws or resolutions of the issuer of
the Deposited Securities the Depositary shall be
prevented or forbidden from or subjected to any
civil or criminal penalty or extraordinary
expenses on account of doing or performing any
act or thing which by the terms hereof it is
provided shall be done or performed nor shall
the Depositary incur any liability to any holder
or Owner hereof by reason of any delay in the
performance or nonperformance 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 any exercise of or failure to exercise
any discretion provided for herein.
       So long as the Depositary acts or omits
to act in good faith it 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 does not assume any
obligation and shall not be subject to any
liability to holders or Owners hereunder other
than agreeing to use its best judgment and good
faith in the performance of such duties as are set
forth herein including without limitation the
time and rates for conversion of any foreign
currency into U.S. Dollars.
       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
nonaction by it in reliance upon the advice of or
information from legal counsel accountants or
any other persons believed by it in good faith to
be competent to give such advice or information.
       The Depositary subject to Article 15
hereof may itself become the owner of and deal
in securities of any class of the issuer of the
Deposited Securities and in Receipts of this
issue.
13.	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 Owners of all
Receipts then outstanding to them at their
addresses appearing upon the books of the
Depositary at least thirty days prior to the date
fixed in such notice for termination.  On and
after such date of termination the Owner hereof
upon surrender of this Receipt at the Corporate
Trust Office of the Depositary will be entitled to
delivery of the amount of the Deposited
Securities represented hereby 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 into U.S. Dollars as herein
provided and after deducting therefrom the taxes
and governmental charges herein referred to
hold the balance of said dividends for the pro
rate benefit of the Owners of the respective
Receipts.  As to any Receipts not so surrendered
within thirty 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
Owners of the Receipts which have not therefore
been surrendered for cancellation such Owners
thereupon becoming general creditors of the
Depositary with respect to such net proceeds.
After making such sale or if no such sale can be
made after the expiration of two years from such
date of termination the Depositary shall be
discharged from all obligations whatsoever to
the holders and Owners 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.



14.	CERTAIN FEES AND CHARGES
OF THE DEPOSITARY.
	The Depositary may charge fees for
receiving deposits and issuing Receipts for
delivering Deposited Securities 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 its fees upon thirty (30) days notice
to the Owner hereof.  The Depositary will
provide without charge a copy of its latest fee
schedule to any party requesting it.
15.	PRERELEASE OF RECEIPTS.
	Notwithstanding any other provision of
this Receipt the Depositary may execute and
deliver Receipts prior to the receipt of Shares
(PreRelease) the Depositary may deliver Shares
upon the receipt and cancellation of Receipts
which have been PreReleased whether or not
such cancellation is prior to the termination of
such PreRelease or the Depositary knows that
such Receipt has been PreReleased.  The
Depositary may receive Receipts in lieu of
Shares in satisfaction of a PreRelease.  Each
PreRelease will be (a) preceded or accompanied
by a written representation from the person to
whom Receipts are to be delivered that such
person or its customer owns the Shares or
Receipts to be remitted 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 are outstanding at any time as a result of
PreReleases will not normally exceed thirty
percent (30%) of the Shares deposited with the
Depositary 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 received by it in
connection with the foregoing.
16.	COMPLIANCE WITH U.S.
SECURITIES LAWS.
	Notwithstanding any terms of this
Receipt to the contrary the Depositary will not
exercise any rights it has under this Receipt to
prevent the withdrawal or delivery of Deposited
Securities in a manner which would violate the
United States securities laws including but not
limited to Section 1A(1) of the General
Instructions to the Form F6 Registration
Statement as amended from time to time under
the Securities Act of 1933.
17.	GOVERNING LAW.
	This Receipt shall be interpreted and all
rights hereunder and provisions hereof shall be
governed by the laws of the State of New York.
	14