Lenovo Group Ltd – ‘424B3’ on 8/12/04

On:  Thursday, 8/12/04, at 4:50pm ET   ·   Accession #:  1198877-4-56   ·   File #:  33-89484

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Prospectus   —   Rule 424(b)(3)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                            22     66K 

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                                               August 12, 2004

Via Edgar & Courier                                                             
-------------------                                                             

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.
  33-89484 for American Depositary Shares representing twenty (20)
 Ordinary Shares, par value HK $0.025 per share, (the "Deposited
         Shares"), of Lenovo Group Limited (formerly, "Legend Group Limited"), a
      corporation established under the laws of Hong Kong (the "Company").

Ladies and Gentlemen:                                                           

   On behalf of Citibank, N.A., as Depositary (the "Depositary") and
acting on behalf of the legal entity created by the Deposit Agreement, dated as 
of February 10, 1995 (the "Deposit Agreement"), among the Depositary, the       
Company and the Holders from time to time of American Depositary Receipts       
("ADRs"), evidencing American Depositary Shares ("ADSs"), each representing     
twenty (20) 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 are to be issued by the Depositary and     
which reflect the change in the name of the Company from Legend Group Limited to
Lenovo Group Limited and the resultant change in CUSIP Number from 52465V100 to 
526250105.                                                                      

         As required by Rule 424(e) under the Act, the cover 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.                            

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        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 name of 
the Company from Legend Group Limited to Lenovo Group Limited and the resultant 
change in CUSIP Number from 52465V100 to 526250105.                             

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) 816-6856.                                                  

                                                 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)                                      
Alan Jin (Citibank, N.A. - ADR Department)                            

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 EXHIBIT A

Number                                                                          
 -----------                                AMERICAN DEPOSITARY SHARES
                                           (EACH REPRESENTING RIGHTS
                                            ATTRIBUTABLE TO TWENTY
                                            ORDINARY SHARES)

[FORM OF FACE OF RECEIPT] 

AMERICAN DEPOSITARY RECEIPT 

FOR 

AMERICAN DEPOSITARY SHARES

REPRESENTING

DEPOSITED ORDINARY SHARES 

OF

LENOVO GROUP LIMITED

(Incorporated Under the Laws of Hong Kong)

                CITIBANK, N.A., a national banking association organized and
existing under the laws of the United States of America, as depositary (herein  
called the "Depositary"), such Depositary's Principal Office being located at   
111 Wall Street, New York, New York 10043, hereby certifies that                
_____________________ is the owner of ___________ ______ American Depositary    
Shares, representing deposited ordinary shares in registered form, par value    
HK$0.025 each, including evidence of rights to receive such shares (the         
"Shares") of Legend Holdings Limited, a company incorporated with limited       
liability under the laws of Hong Kong (the "Company"). At the date hereof, each 
American Depositary Share represents twenty Shares deposited under the Deposit  
Agreement (as defined herein) at the Hong Kong office of the Depositary (a      
"Custodian"). The Depositary's principal executive office is located at 1ll Wall
Street, 5th Floor, New York, New York 10043.                                    

                (1)  The Deposit Agreement. This American Depositary Receipt
---------------------             
is one of an issue of American Depositary Receipts ("Receipts"), all issued and 
to be issued upon the terms and conditions set forth in the deposit agreement,  
dated as of February 10, 1995 (the "Deposit Agreement"), by and among the       

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Company, the Depositary, and all Holders from time to time of Receipts issued   
thereunder, each of whom by accepting a Receipt agrees to become a party thereto
and become bound by all the terms and conditions thereof. The Deposit Agreement 
sets forth the rights and obligations of Holders and the rights and duties of   
the Depositary in respect of the Shares deposited thereunder and any and all    
other securities, property and cash from time to time received in respect of    
such Shares and held thereunder (such Shares, securities, property and cash,    
collectively, "Deposited Securities"). Copies of the Deposit Agreement are on   
file at the Principal Office of the Depositary in New York City.                

               The statements made on the face and reverse of this Receipt
are summaries of certain provisions of the Deposit Agreement and the Memorandum 
of Association and Bye-laws of the Company and are qualified by and subject to  
the detailed provisions thereof, to which reference is hereby made. All         
capitalized terms used herein and not otherwise defined herein shall have the   
meanings ascribed thereto in the Deposit Agreement.                             

         (2) Surrender of Receipts and Withdrawal of Deposited
             -------------------------------------------------
Securities. Upon surrender at the Principal Office of the Depositary of this    
----------                                                                      
Receipt, and upon payment of the fee provided for in this Receipt, and subject  
to the terms and conditions of the Deposit Agreement and paragraph 3 hereof     
(including the payment of certain other amounts therein specified), the Holder  
hereof is entitled to the delivery, to him or upon his order, of the amount of  
Deposited Securities at the time represented by the American Depositary Shares  
evidenced by this Receipt. Delivery of such Deposited Securities may be made by 
the delivery of (i) certificates in the name of the Holder hereof or as ordered 
by him or certificates properly endorsed or accompanied by proper instruments of
transfer to such Holder or as ordered by him and (ii) any other securities,     
property and cash to which such Holder is then entitled in respect of this      
Receipt. Such delivery will be made, at the option of the Holder hereof, either 
at the Hong Kong office of the Custodian or at the Principal Office of the      
Depositary, provided that the forwarding of certificates for Shares or other    
Deposited Securities for such delivery at the Principal Office of the Depositary
shall be at the risk and expense of the Holder hereof.                          

              (3) Transfers, Split-Ups and Combinations of Receipts. The
             -------------------------------------------------
transfer of this Receipt is registrable on the books of the Depositary at its   
Principal Office by the Holder hereof in person or by duly authorized attorney, 

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upon surrender of this Receipt at any of the Depositary's designated transfer   
offices, properly endorsed for transfer or accompanied by a proper instrument or
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. This     
Receipt may be split into other such Receipts, or may be combined with other    
such Receipts into one Receipt for any authorized number of American Depositary 
Shares requested, evidencing the same aggregate number of American Depositary   
Shares as the Receipt or Receipts surrendered. As a condition precedent to the  
execution and delivery, registration of transfer, split-up, combination or      
surrender of any Receipt or withdrawal of any Deposited Securities, the         
Depositary, any Custodian or any Registrar may require payment from the         
presentor of the Receipt of a sum sufficient to reimburse it for any tax or     
other governmental charge and any stock transfer or registration fee with       
respect thereto (including any such tax or charge and fee with respect to Shares
being deposited or Deposited Securities being withdrawn) and payment of any     
applicable fees as provided in this Receipt, may require the production of proof
satisfactory to it as to the identity and genuineness of any signature and may  
also require compliance with any laws or governmental regulations relating to   
American depositary receipts or to the withdrawal of Deposited Securities.      

                 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 the          
registration of transfer of outstanding Receipts generally may be suspended,    
during any period when the transfer books of the Depositary or the Company (or  
the appointed agent for the Company for the transfer and registration of Shares,
which may but need not be the Foreign Registrar) are closed, or if any such     
action is deemed necessary or advisable by the Depositary or the Company 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 the Deposit       
Agreement or under the Company's Articles of Association or for any other       
reason. The surrender of outstanding Receipts and withdrawal of Deposited       
Securities may not be suspended subject only to (i) temporary delays caused by  
closing 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, and             

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(iii) compliance with any U.S. or foreign laws or governmental regulations      
relating to the Receipts or to the withdrawal of the Deposited Securities.      
Without limitation of the foregoing, the Depositary shall not knowingly accept  
for deposit under the Deposit Agreement any Shares required to be registered    
under the provisions of the Securities Act of 1933, unless a registration       
statement is in effect as to such Shares.                                       

                  (4) Disclosure of Interests. Pursuant to the provisions of the
-----------------------             
Hong Kong Securities (Disclosure of Interests) Ordinance, the Company may in    
certain circumstances and from time to time request Holders or previous Holders 
to provide information as to the capacity in which such Holders own or owned    
Receipts and as to the identity of any other persons then or previously         
interested in such Receipts and the nature of such interest and various other   
matters. Each Holder agrees to provide any information requested by the Company 
or the Depositary pursuant to this Section. The Depositary agrees to use        
reasonable efforts to comply with written instructions received from the Company
requesting that the Depositary forwards any such requests to the Holders and to 
forward to the Company any responses to such requests received by the           
Depositary. The Depositary further agrees that it shall cooperate with the      
Company in enforcing the provisions of the Hong Kong Securities (Disclosure of  
Interests) Ordinance and any other legislation or regulations of Hong Kong from 
time to time relating to disclosure of interests, including sanctions that the  
Company may invoke in the event a Holder fails to provide certain requested     
information concerning interests in Receipts or Deposited Securities. Such      
sanctions may include limitations on the transfer of such Shares.               

                A Holder also may have a duty under the Hong Kong Securities
(Disclosure of Interests) Ordinance to notify the Company and the Stock Exchange
of Hong Kong Limited if such Holder becomes aware that this interest in Shares  
evidenced by Receipts together with any other interests of this in Shares is the
equivalent of 10% or more of the issue share capital of the Company. Under the  
Hong Kong Securities (Disclosure of Interests) Ordinance such Holder may be     
required to further notify the Company in the event such Holder's interest      
changes by 1% or such Holder ceases to have an interest in 10% of the issued    
share capital of the Company. The change of 1% is calculated by rounding down   
the percentage of the issued share capital of the Company in which the Holder is
aware that he is interested to the nearest whole number. Thus, for example, if  
an interest increased from 10.9% to 11.1%, there may be duty to notify the      
change, but not if it were an increase from 11.1% to 11.9%. It should be        

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noted that for the purposes of the Hong Kong Securities (Disclosure of          
Interests) Ordinance, the term "interests" is widely defined and a Holder is, in
addition to his personal interest, deemed to have an interest in Shares of which
his spouse and his child under the age of 18 years are interested and in the    
Shares registered in the name of a corporation wherein the Holder controls one  
third of its voting rights or where such a corporation is accustomed to act     
according to his direction.                                                     

             Failure by a Holder to disclose his interest in Shares in
accordance with the provisions of the Hong Kong Securities (Disclosure of       
Interests) Ordinance may attract a maximum fine of HK$100,000 and imprisonment  
for a maximum term of two (2) years.                                            

               (5) Liability of Holder for Taxes and Other Charges. If any
           -----------------------------------------------
tax or other governmental charge shall become payable by the Depositary or any  
Custodian with respect to any Receipt or any Deposited Securities represented by
the American Depositary Shares evidenced hereby, such tax or other governmental 
charge shall be payable by the Holder hereof to the Depositary. The Depositary  
may refuse to effect any registration or transfer of this Receipt or any        
withdrawal of Deposited Securities represented by the American Depositary Shares
evidenced hereby until such payment is made, and may withhold any dividends or  
other distributions, or may sell for the account of the Holder hereof any part  
or all of the Deposited Securities represented by the American Depositary Shares
evidenced by this Receipt, and may apply such dividends or other distributions  
or the proceeds of any such sale in payment of such tax or other governmental   
charge, the Holder hereof remaining liable for any deficiency.                  

                (6) Warranties of Depositors. Every person depositing Shares
------------------------            
hereunder and under the Deposit Agreement shall be deemed thereby to represent  
and warrant that such Shares and each certificate therefor are validly issued,  
outstanding, fully paid, nonassessable, not subject to calls for additional     
payments of any kind and free of any preemptive rights of the holders of        
outstanding Shares and that such person is not an infant, bankrupt, or a person 
of unsound mind and is duly authorized to make such deposit. Every such person  
shall also be deemed to represent that the offer or sale of such Shares in the  
United States by such person would not cause there to be a violation of the     
Securities Act of 1933. Such representations and warranties shall survive the   
deposit of Shares and issuance of Receipts.                                     

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              (7) Filing Proofs, Certificates and Other Information. Any
             -------------------------------------------------
person presenting Shares for deposit or any Holder may be required from time to 
time to file with the Depositary or a Custodian such proof of citizenship or    
residence, exchange control approval, the identity of any person legally or     
beneficially interested in the Receipt and the nature of such interest, or such 
information relating to the registration on the books of the Company (or the    
appointed agent of the Company for transfer and registration of Shares, which   
may, but need not, be the Foreign Registrar) of the Shares presented for deposit
or other information, and to execute and deliver to the Depositary or a         
Custodian such certificates and to make such representations and warranties as  
the Depositary or the Company may deem necessary or proper. The Depositary may  
withhold the delivery or registration of transfer of any Receipt or the         
distribution or sale of any dividend or other distribution or rights or of the  
proceeds thereof or the delivery of any Deposited Securities until such proof or
other information is filed or such certificates are executed or such            
representations and warranties made.                                            

               (8) Charges of Depositary. The Company shall pay only those
---------------------               
fees, reasonable expenses and out-of-pocket charges of the Depositary and those 
of any Registrar which may be agreed in writing between the Depositary and the  
Company from time to time. The Depositary shall present its statement for such  
charges and expenses to the Company once every three months. The charges and    
expenses of the Custodian are for the sole account of the Depositary. Subject to
provisions of this agreement to the contrary, the Company shall not pay or be   
liable for any fee or amount required to be paid by any other person hereunder. 

        The following charges shall be incurred by any party
depositing or withdrawing Shares or by any party surrendering Receipts or to    
whom Receipts are issued (including, without limitation, issuance pursuant to a 
stock dividend or stock split declared by the Company or an exchange of stock   
regarding the Receipts or Deposited Securities or a distribution of Receipts),  
as applicable: (a) taxes and other governmental charges, (b) such registration  
fees as may from time to time be in effect for the registration of transfers of 
Shares generally on the Share register of the Company or Foreign Registrar and  
applicable to transfers of Shares to the name of the Depositary or its nominee  
or the Custodian or its nominee on the making of deposits or withdrawals under  
the Deposit Agreement, (c) such cable, telex and facsimile transmission expenses
as are expressly provided in the Deposit Agreement, (d) such expenses as are    

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incurred by the Depositary in the conversion of foreign currency pursuant to    
Section 4.6 of the Deposit Agreement and (e) fees as provided in Exhibit B to   
the Deposit Agreement for (i) execution and delivery of Receipts pursuant to    
Section 2.3 of the Deposit Agreement and the surrender of Receipts and the      
withdrawal of Deposited Securities pursuant to Section 2.5 of the Deposit       
Agreement, (ii) any distributions made pursuant to the Deposit Agreement,       
including but not limited to Sections 4.2 through 4.5 thereof, and (iii) a      
receipt or Receipts for transfers, split ups or combinations made pursuant to   
the terms of the Deposit Agreement.                                             

                 (9) Title to Receipts. It is a condition of this Receipt, and
-----------------                   
every successive Holder of this Receipt by accepting or holding the same        
consents and agrees, that title to this Receipt (and to each American Depositary
Share evidenced hereby), when such Receipt is properly endorsed or accompanied  
by a proper instrument or instruments of transfer, is transferable by delivery  
with the same effect as in the case of a negotiable instrument; provided,       
                                                        --------
however, that the Company and 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 any distribution of dividends or other       
distributions or to any notice provided for in the Deposit Agreement and for all
other purposes, and neither the Depositary nor the Company shall have the       
obligation or be subject to any liability hereunder or under the Deposit        
Agreement to any holder of a Receipt unless such holder is a Holder thereof.    

Dated:                                                                          

CITIBANK, N.A.,                                 CITIBANK, N.A.,                 
Transfer Agent and Registrar                     as Depositary                  

By:                                            By:                              
   ----------------------                         ------------------------------
Authorized Signatory                                Vice President            

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[FORM OF REVERSE OF RECEIPT]

SUMMARY OF CERTAIN ADDITIONAL PROVISIONS

OF THE DEPOSIT AGREEMENT

                (10) Validity of Receipt. This Receipt shall not be entitled
-------------------               
to any benefits under the Deposit Agreement or be valid or obligatory for any   
purpose, unless this Receipt has been executed by the Depositary by the manual  
signature of a duly authorized signatory of the Depositary; provided, however,  
that such signature may be a facsimile if a Registrar has been appointed and    
this Receipt has been countersigned by the manual signature of a duly authorized
officer of the Registrar.                                                       

(11) Reports, Inspection of Transfer Books. 
   -------------------------------------
The Company currently furnishes the Securities and Exchange Commission (the     
"Commission") with certain public reports and documents required by foreign law 
or otherwise under Rule 12g3-2(b) under the Securities Exchange Act of 1934.    
Should the Company become subject to the periodic -reporting requirements of the
Securities Exchange Act of 1934, it will file certain reports and information   
with the Commission. Such reports, documents and information will be available  
for inspection and copying by Holders at the public reference facilities        
maintained by the Commission located at 450 Fifth Street, N.W., Washington, D.C.
20549.                                                                          

                The Depositary will make available for inspection by Holders
at its Principal office (i) this Deposit Agreement and (ii) any reports and     
communications, including any proxy soliciting material, received from the      
Company which are both (a) received by the Depositary, a Custodian or the       
nominee of either as the holder of the Deposited Securities and (b) made        
generally available to the holders of such Deposited Securities by the Company. 
To the extent required under Rule 12g3-2(b) or otherwise under the Securities   
Exchange Act of 1934, such reports and communications shall be in English.      

          The Depositary will keep books for the registration of
Receipts and transfers of Receipts which at all reasonable times shall be open  
for inspection by Holders, provided that such inspection shall not be for the   
purpose of communicating with Holders in the interest of a business or object   
other than the business of the Company or a matter related to the Deposit       
Agreement or the Receipts.                                                      

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             (12) Dividends and Distributions. Whenever the Depositary
---------------------------       
receives any cash dividend or other cash distribution on any Deposited          
Securities, the Depositary will, if at the time of receipt thereof any amounts  
received in a foreign currency can in the judgment of the Depositary be         
converted on a reasonable basis into Dollars transferable to the United States, 
and subject to the Deposit Agreement, promptly convert such dividend or         
distribution into Dollars and will distribute promptly the amount thus received 
(net of the fees of the Depositary as provided in Section 5.9 of the Deposit    
Agreement) to the Holders entitled thereto, in proportion to the number of      
American Depositary Shares representing such Deposited Securities held by them  
respectively; provided, however, that if the Company or the Depositary is       
--------  -------                                   
required to withhold and does withhold from any cash dividend or other cash     
distribution in respect of any Deposited Securities an amount on account of     
taxes or other governmental charges, the amount distributed to Holders on the   
American Depositary Shares representing such Deposited Securities shall be      
reduced accordingly. The Depositary shall distribute only such amount, however, 
as can be distributed without attributing to any Holder a fraction of one Cent, 
and any balance not so distributable shall be held by the Depositary (without   
liability for interest thereon) and shall be added to and become part of the    
next sum received by the Depositary for distribution to Holders of Receipts then
outstanding. The Company or its agent will remit to the appropriate governmental
agency or agencies all amounts withheld and owing to such agency or agencies.   

             Subject to the provisions of Sections 4.12 and 5.9 of the
Deposit Agreement, whenever the Depositary receives any distribution other than 
cash, Shares or rights upon any Deposited Securities, the Depositary will       
(unless the Depositary is advised in writing by the Company or United States    
counsel for the Company that such distribution would require a registration     
statement under the Securities Act of 1933 or would result in a violation of    
United States securities laws) cause the securities or property received by it  
to be distributed to Holders entitled thereto, in proportion to the number of   
American Depositary Shares representing such Deposited Securities held by them  
respectively, in any manner that the Depositary may deem equitable and          
practicable for accomplishing such distribution; provided, however, that if in  
                                   --------  -------
the opinion of the Depositary such distribution cannot be made proportionately  
among Holders entitled thereto, or if for any other reason the Depositary deems 
such distribution not to be feasible, the Depositary may adopt such method as it
may deem equitable and practicable for the purpose of effecting such            

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distribution, including the sale, at public or private sale, of the securities  
or property thus received, or any part thereof, and the net proceeds of any such
sale (net of the fees of the Depositary as provided in Section 5.9 of the       
Deposit Agreement) shall be distributed by the Depositary to Holders entitled   
thereto as in the case of a distribution received in cash, provided that any    
unsold balance of such securities or property shall be distributed by the       
Depositary to Holders entitled thereto in accordance with such equitable and    
practicable method as the Depositary shall have adopted.                        

             Subject to the provisions of Sections 4.12 and 5.9 of the
Deposit Agreement, if any distribution upon any Deposited Securities consists of
a dividend in, or free distribution of, Shares, the Depositary may with the     
Company's approval, and shall if the Company shall so request, distribute to    
Holders of outstanding Receipts entitled thereto, in proportion to the number of
American Depositary Shares representing such Deposited Securities held by them  
respectively, additional Receipts evidencing an aggregate number of American    
Depositary Shares representing the number of Shares received as such dividend or
free distribution. In lieu of delivering Receipts for fractional American       
Depositary Shares in any such case, the Depositary will sell the number of      
Shares represented by the aggregate of such fractions and distribute the net    
proceeds in Dollars, all in the manner and subject to the conditions set forth  
in the Deposit Agreement. If additional Receipts are not so distributed (except 
pursuant to the preceding sentence), each American Depositary Share shall       
thenceforth also represent the additional Shares distributed upon the Deposited 
Securities represented thereby.                                                 

                  If the Depositary determines that any distribution in property
(including Shares and rights to subscribe therefor) is subject to any tax or    
other governmental charges which the Depositary is obligated to withhold, the   
Depositary may dispose of all or a portion of such property (including Shares   
and rights to subscribe therefor) in such amounts and in such manner, including 
by public or private sale, as the Depositary deems necessary and practicable to 
pay any such taxes or charges, and the Depositary shall distribute the net      
proceeds of any such sale after deduction of such taxes or governmental charges 
to Holders entitled thereto in proportion to the number of American Depositary  
Shares held by them respectively and shall distribute any unsold balance of such
property in accordance with the provisions of the Deposit Agreement.            

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               (13) Rights. Subject to the provisions of Sections 4.12 and
------                            
5.9 of the Deposit Agreement, in the event that the Company offers or causes to 
be offered to the Holders of any Deposited Securities any rights to subscribe   
for additional Shares or any rights of any other nature, the Depositary will    
have discretion as to the procedure to be followed in making such rights        
available to Holders or in disposing of such rights on behalf of such Holders   
and making the net proceeds available in Dollars to such Holders or, if by the  
terms of such rights offering or by reason of any applicable law, the Depositary
may neither make such rights available to Holders nor dispose of such rights and
make the net proceeds available to such Holders, then the Depositary shall allow
the rights to lapse; provided, however, that if at the time of the offering of  
--------  -------                     
any rights the Depositary determines in its discretion that it is lawful and    
feasible to make such rights available to all Holders or to certain Holders but 
not to other Holders, the Depositary may distribute to any Holder to whom it    
determines the distribution to be lawful and feasible, in proportion to the     
number of American Depositary Shares held by such Holder, warrants or other     
instruments therefor in such form as it deems appropriate. If the Depositary    
determines in its discretion that it is not lawful and feasible to make such    
rights available to certain Holders, it may sell the rights or warrants or other
instruments in proportion to the number of American Depositary Shares held by   
Holders to whom it has determined it may not lawfully or feasibly make such     
rights available, and allocate the net proceeds of such sales (net of the fees  
of the Depositary as provided in Section 5.9 of the Deposit Agreement) for the  
account of such Holders, upon an averaged or other practical basis without      
regard to any distinctions among such Holders because of exchange restrictions  
or the date of delivery of any Receipt or Receipts, or otherwise. The Depositary
shall not be responsible for any failure to determine that it may be lawful or  
feasible to make such rights available to Holders in general or any Holder or   
Holders in particular.                                                          

               (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 the Deposited          
Securities, or whenever for any reason the Depositary causes a change in the    
number of Deposited Securities that are represented by each American Depositary 
Share or whenever the Depositary shall receive notice of any meeting of holders 
of Shares or other Deposited Securities, the Depositary will fix a record date, 
after consultation with the Company if such record date is different from       

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the record date applicable to the Deposited Securities, for the determination of
Holders who will be entitled to receive such dividend, distribution or rights,  
or the net proceeds of the sale thereof, or for fixing the date on or after     
which each American Depositary Share will represent the changed number of       
Deposited Securities, or to give instructions for the exercise of voting rights 
at any such meeting, subject to the provisions of the Deposit Agreement.        

                  (15) Voting of Deposited Securities. Upon receipt of notice of
------------------------------    
any meeting of holders of Shares or other Deposited Securities, the Depositary  
shall (to the extent permitted by law and stock exchange requirements applicable
to the Company or the Depositary), as soon as practicable thereafter, mail to   
Holders a notice, the form of which notice shall be in the sole discretion of   
the Depositary, which shall contain (a) such information as is contained in such
notice of meeting, (b) a statement that Holders as of the close of business on a
specified record date will be entitled, subject to any applicable provision of  
Hong Kong law and of the Memorandum of Association and Bye-laws of the Company, 
to instruct the Depositary as to the exercise of the voting rights, if any,     
pertaining to the amount of Shares or other Deposited Securities represented by 
their respective American Depositary Shares and (c) a brief statement as to the 
manner in which such instructions may be given. Upon the written request of a   
Holder on the record date, received on or before the date established by the    
Depositary for such purpose, the Depositary shall endeavor insofar as           
practicable and permitted under applicable law and the Memorandum of Association
and Bye-laws of the Company and the terms of or governing the Deposited         
Securities to vote or cause to be voted the number of Shares or other Deposited 
Securities represented by the American Depositary Shares evidenced by such      
Receipt in accordance with the instructions set forth in such request. The      
Depositary shall not, and the Depositary shall ensure that each Custodian and   
each of its or their nominees does not, vote or attempt to exercise the right to
vote that attaches to the Shares or other Deposited Securities, other than in   
accordance with such instructions.                                              

                (16) Changes Affecting Deposited Securities. Upon any change
    --------------------------------------
in nominal value, change in par value, split-up, consolidation, or any other    
reclassification of Deposited Securities, or upon any recapitalization,         
reorganization, merger or consolidation, or sale of assets affecting the Company
or to which it is a party, any securities that shall be received by the         

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Depositary or a Custodian in exchange for or in conversion of or in respect of  
Deposited Securities shall be treated as new Deposited Securities under the     
Deposit Agreement, and American Depositary Shares shall thenceforth represent   
the new Deposited Securities so received in exchange or conversion, unless      
additional Receipts are delivered pursuant to the following sentence. In any    
such case the Depositary may, and shall if the Company shall so request, execute
and deliver additional Receipts as in the case of a dividend on the Shares, or  
call for the surrender of outstanding Receipts to be exchanged for new Receipts 
specifically describing such new Deposited Securities.                          

                 (17) Liability of the Company and the Depositary. Neither the
         -------------------------------------------
Depositary nor the Company shall incur any liability to any Holder, if by reason
of any provision of any present or future law of the United States, Hong Kong or
any other country, or of any other governmental or regulatory authority or stock
exchange, or by reason of any provision, present or future, of the Memorandum of
Association and Bye-laws of the Company, or by reason of any act of God or war  
or other circumstances beyond its control, the Depositary or the Company shall  
be prevented, delayed or forbidden from doing or performing any act or thing    
which by the terms of the Deposit Agreement shall be done or performed; nor     
shall the Depositary or the Company incur any liability to any Holder by reason 
of any nonperformance or delay, caused as aforesaid, in the performance of any  
act or thing which by the terms of the Deposit Agreement shall or may be done or
performed, or by reason of any exercise of, or failure to exercise, any         
discretion provided for in the Deposit Agreement. Where, by the terms of a      
distribution pursuant to Section 4.2, 4.3 or 4.4 of the Deposit Agreement, or an
offering or distribution pursuant to Section 4.5 of the Deposit Agreement, or   
because of applicable law, such distribution or offering may not be made        
available to all or certain Holders, and the Depositary may not dispose of such 
distribution or offering on behalf of such Holders and make the net proceeds    
available to such Holders, then the Depositary shall not make such distribution 
or offering, and shall allow any rights, if applicable, to lapse, without any   
liability of the Depositary or the Company to any Holder or any other party.    

                 Neither the Company nor the Depositary assumes any obligation
or shall be subject to any liability under the Deposit Agreement to Holders or  
other persons, except that they agree to act in good faith and to use reasonable
judgment in the performance of their respective obligations set forth in the    
Deposit Agreement. The Depositary shall not be subject to any liability         

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with respect to the validity or worth of the Deposited Securities. Neither the  
Depositary nor the Company shall be under any obligation to appear in, prosecute
or defend any action, suit or other proceeding in respect of any 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, and the Custodian shall 
not be under any obligation whatsoever with respect to such proceedings, the    
responsibility of the Custodian being solely to the Depositary. Neither the     
Depositary nor the Company shall be liable for any action or inaction by it in  
reliance upon the advice of or information from legal counsel, accountants, any 
person presenting Shares for deposit, any Holder or any other person believed by
it in good faith to be competent to give such advice or information. The        
Depositary, its agents and the Company may rely and shall be protected in acting
upon any written notice, request, direction or other document believed by it to 
be genuine and to have been signed or presented by the proper party or parties. 
The Depositary shall not be responsible for any failure to carry out any        
instructions to vote any of the Deposited Securities, or for the manner in which
any such vote is cast or the effect of any such vote, provided that any such    
action or inaction is in good faith. The Depositary shall not be liable for any 
acts or omissions made by a successor depositary whether in connection with a   
previous act or omission of the Depositary or in connection with any matter     
arising wholly after the removal or resignation of the Depositary, provided that
the Depositary acted without negligence or bad faith while it acted as          
Depositary. No disclaimer of liability under the Securities Act of 1933 is      
intended by any provision of the Deposit Agreement.                             

          The Company agrees to indemnify the Depositary and any
Custodian and any of their respective directors, employees, agents and          
affiliates against, and hold each of them harmless from, any liability or       
expense which may arise out of acts performed or omitted, in accordance with the
provisions of the Deposit Agreement and of the Receipts, as the same may be     
amended, modified or supplemented from time to time, (i) by either the          
Depositary or any Custodian, or any of their respective directors, employees,   
agents or affiliates, except for any liability or expense arising out of the    
failure by any of them to use reasonable judgment or act in good faith in the   
performance of their duties hereunder, or (ii) by the Company or any of its     
directors, employees, agents or affiliates. The Depositary agrees to indemnify  
the Company, its directors, employees, agents and affiliates and hold them      

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harmless from any liability or expense which may arise out of acts performed or 
omitted by the Depositary or any Custodian due to the failure by any of them to 
use reasonable judgment or act in good faith in the performance of their duties 
hereunder.                                                                      

                  (18) Resignation and Removal of the Depositary; Appointment of
                       ---------------------------------------------------------
Successor Custodian. The Depositary may at any time resign as Depositary        
-------------------                                                             
hereunder by written notice of its election to do so delivered to the Company,  
such resignation to take effect upon the appointment of a successor depositary  
and its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by written notice to the   
Depositary of such removal, effective upon the appointment of a successor       
depositary and its acceptance of such appointment as provided in the Deposit    
Agreement. The Depositary, upon the request of the Company, shall, and when it  
reasonably appears to be in the interest of Holders and subject to the prior    
approval of the Company, may, discharge a Custodian at any time upon notice to  
the Custodian being discharged. The Depositary shall give written notice to all 
Holders of any appointment or discharge of any Custodian as provided in the     
Deposit Agreement.                                                              

                  (19) Amendment. The form of the Receipts and any provisions of
---------                         
the Deposit Agreement may at any time and from time to time be amended by       
agreement between the Company and the Depositary in any respect which they may  
deem necessary or desirable. Any amendment which shall impose or increase any   
fees or charges (other than taxes and other governmental charges) or which shall
otherwise prejudice any substantial existing right of Holders shall, however,   
not become effective as to outstanding Receipts until the expiration of thirty  
(30) days after notice of such amendment shall have been given to Holders of    
outstanding Receipts; provided that any amendment to Section 2.6 of the Deposit 
--------                            
Agreement which is effected by an amendment to the Company's Memorandum of      
Association or Bye-laws or otherwise shall be effective immediately. Every      
Holder of a Receipt at the time any amendment to the Deposit Agreement 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 Deposit Agreement and
such Receipt as amended thereby. In no event shall any amendment impair the     
right of a Holder to surrender a Receipt and receive therefor the Deposited     
Securities represented thereby, except to comply with mandatory provisions of   
applicable law.                                                                 

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                 (20) Termination of Deposit Agreement. The Depositary will at
--------------------------------  
any time at-the direction of the Company terminate the Deposit Agreement by     
mailing notice of such termination to Holders of all Receipts then outstanding  
at least 30 days prior to the date fixed in such notice for such termination.   
The Depositary may likewise terminate the Deposit Agreement if at any time 90   
days shall have expired after the Depositary shall have delivered to the Company
a written notice of its election to resign and a successor depositary shall not 
have been appointed and accepted its appointment as provided in the Deposit     
Agreement. If any Receipts shall remain outstanding after the date of           
termination, the Depositary thereafter shall discontinue the registration of    
transfers of Receipts, shall suspend the distribution of dividends to Holders   
thereof, shall not accept deposits of Shares (and shall instruct each Custodian 
to act accordingly) and shall not give any further notices or perform any       
further acts under the Deposit Agreement, except that the Depositary shall      
continue to collect dividends and other distributions pertaining to Deposited   
Securities, shall sell property and rights and convert Deposited Securities into
cash as provided in the Deposit Agreement, and shall continue to deliver        
Deposited Securities, together with any dividends or other distributions        
received with respect thereto and the net proceeds of the sale of any rights or 
other property, in exchange for Receipts surrendered to the Depositary. At any  
time after the expiration of six months from the date of termination, the       
Depositary may sell the Deposited Securities then held under the Deposit        
Agreement and may thereafter hold uninvested the net proceeds of any such sale, 
together with any other cash then held by it thereunder, without liability for  
interest, for the pro rata benefit of Holders of Receipts which have not        
theretofore been surrendered. After making such sale, the Depositary shall be   
discharged from all obligations under the Deposit Agreement, except to account  
for such net proceeds and other cash. Upon the termination of the Deposit       
Agreement, the Company shall be discharged from all obligations under the       
Deposit Agreement except for its obligations to the Depositary with respect to  
indemnification, and certain charges and expenses. The obligations of the       
Depositary under the Deposit Agreement to indemnify the Company shall survive   
the termination of the Deposit Agreement.                                       

                  (21) Compliance with U.S. Securities Laws. Notwithstanding any
  ------------------------------------
provisions in this Receipt or the Deposit Agreement to the contrary, the Company
and the Depositary have each agreed that it will not exercise any rights it has 
under the Deposit Agreement or the Receipt to prevent the withdrawal or         

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delivery of Deposited Securities in a manner which would violate the United     
States securities laws, including, but not limited to, Section IA(1) of the     
General Instructions to the Form F-6 Registration Statement, as amended from    
time to time, under the Securities Act of 1933.                                 

                 (22) Loans and Pre-Release of Shares and Receipts. Subject to
          --------------------------------------------
Section 5.12 of the Deposit Agreement, the Depositary and its agents, on their  
own behalf, may own and deal in any class of securities of the Company and its  
affiliates and in Receipts. The Depositary may issue Receipts for evidence of   
rights to receive Shares from the Company, or any custodian, registrar, transfer
agent, clearing agency or other entity involved in ownership or transaction     
records in respect of the Shares. Such evidence of rights shall consist of      
written blanket or specific guarantees of ownership of Shares furnished on      
behalf of the holder thereof. In its capacity as Depositary, the Depositary     
shall not lend Shares or Receipts; provided, however, that the Depositary may   
       --------  -------
(i) issue Receipts prior to the receipt of Shares pursuant to Section 2.2 of the
Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation 
of Receipts pursuant to Section 2.5 of the Deposit Agreement, including Receipts
which were issued under (i) above but for which Shares may not have been        
received. The Depositary may receive Receipts in lieu of Shares under (i) above 
and receive Shares in lieu of Receipts under (ii) above. Each such transaction  
referred to in the preceding two sentences will be (a) accompanied by or subject
to (x) a written agreement whereby the applicant to whom Receipts or Shares are 
to be delivered (the "Applicant") (x) represents that such Applicant, or its    
customer, owns the Shares or Receipts to be remitted, as the case may be, or (y)
agrees to any such additional evidence of ownership of Shares or Receipts, as   
the case may be, as the Depositary deems appropriate, (b) at all times fully    
collateralized with cash, United States 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 Receipts and Shares involved in    
such transactions at any one time to thirty percent (30%) of the Receipts       
outstanding (without giving effect to Receipts outstanding under (i) above), or 
Shares held hereunder, respectively; provided, however, that the Depositary     
reserves the right to change or disregard such limit from time to time as it    
deems appropriate. The Depositary will also set limits with                     

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EXHIBIT B 
--------- 

CHARGES OF THE DEPOSITARY 

Service                          Rate                        By Whom Paid       
-------                          ----                        ------------       

(1) Issuance of Receipt         Up to US$5.00 per           Party for whom de-  
  against deposit of          100 American                posits are made or
 Shares (including           Depositary Shares           receiving Receipt
deposits pursuant           (or fraction                                
to stock dividends)         thereof)                                    

(2) Delivery of de-             Up to US$5.00 per           Party surrendering  
  posited Shares              100 American                Receipts or making
or other Depos-             Depositary Shares           withdrawal      
ited Securities,            (or fraction thereof)                       
property and                                                            
cash against                                                            
surrender of                                                            
Receipts.                                                               

(3) Distribution of             Up to US$0.02 per           Party to whom dis-  
 dividends or other          American Depositary         tribution, or for
distributions; sale         Share                       whom the sale or
   or exercise of                                          exercise of rights,
rights or other                                         is made         
corporate action                                                        
involving dis-                                                          
tributions in                                                           
respect of                                                              
Deposited Securities                                                    

                  In addition, Holders will pay (i) taxes and other governmental
charges relating to this Deposit Agreement, (ii) such registration fees as may  
from time to time be in effect for the registration of transfers of Shares      
generally on the share register of the Company or its appointed agent for the   
registration of transfer and accordingly applicable to transfers of Shares to   
the name of the Depositary or its nominee or a Custodian or its nominee on the  
making of deposits under the Deposit Agreement, (iii) such cable, telex and     
facsimile transmission expenses as are expressly provided in this Deposit       
Agreement, (iv) such expenses as are incurred by the Depositary in the          
conversion of foreign currency pursuant to Section 4.6.                         

                 The Company will pay only those fees, reasonable expenses and
out-of-pocket charges of the Depositary and those of any Registrar              

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which may be agreed in writing between the Depositary and the Company from time 
to time.                                                                        

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 Exhibit D

Dates Referenced Herein

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
Filed on:		8/12/04		1					None on these Dates
		2/10/95		1		3
									List all Filings