Boc Hong Kong Holdings Ltd · F-6 · On 4/2/03

Filed On 4/2/03 4:53pm ET   ·   SEC File 333-104272   ·   Accession Number 905148-3-1472

Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately)   ·   Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6         Registration of Depositary Shares Evidenced by       102    429K 
                          American Depositary Receipts (Not                      
                          Effective Immediately)                                 

Document Table of Contents

F-6
1st Page of 102
TOC
Top
Previous
Next
Bottom
Just 1st
 
Sponsored Ads...


As filed with the Securities and Exchange          Registration No. 333-________
Commission on April 2, 2003.                                                    

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------

FORM F-6
REGISTRATION STATEMENT
 under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts

------------------

BOC HONG KONG (HOLDINGS) LIMITED
(Exact name of issuer of deposited securities as specified in its Charter)

 N/A
 (Translation of issuer's name into English)

 HONG KONG
 (Jurisdiction of incorporation or organization of issuer)

CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
 111 Wall Street
New York, New York 10043
Telephone (212) 657-5100
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)

------------------
 CT Corporation System
 111 Eighth Avenue
New York, New York 10011
Telephone (212) 894-8800
(Address, including zip code, and telephone number, including area code,
of agent for service) 

Copies to:
   Jason C.W. Yeung                              Kenneth T. Cote, Esq.
BOC Hong Kong (Holdings) Limited                    Sidley Austin Brown & Wood  
 52nd Floor, Bank of China Tower                 49th Floor, Bank of China Tower
 One Garden Road, Central                         One Garden Road, Central
Hong Kong SAR                                     Hong Kong SAR 

 It is proposed that this filing become effective under Rule 466
 (check appropriate box)
 [ ] immediately upon filing
 [ ] on (Date) at (Time)

If a separate registration statement has been filed to register the   
deposited shares, check the following box. [ ]                                  

                                                        [Enlarge/Download Table]

                                                          CALCULATION OF REGISTRATION FEE                                           
====================================================================================================================================
                Title of Each Class of                  Amount         Proposed Maximum    Proposed Maximum         Amount of       
             Securities to be Registered           to be Registered  Aggregate Price Per  Aggregate Offering     Registration Fee   
                                                                            Unit               Price*                               
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Regulation S American Depositary Shares                                                                                             
("ADSs"), evidenced by Regulation S American                                                                                        
Depositary ("ADRs"), each ADS representing the        100,000,000           $0.05           $5,000,000.00            $404.50        
Receipts right to receive twenty (20) Ordinary                                                                                      
Shares, par value HK$5.00 each, of BOC Hong Kong                                                                                    
(Holdings) Limited                                                                                                                  
====================================================================================================================================

*    Estimated solely for the purpose of calculating the registration fee.      
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of ADRs evidencing such ADSs.                                

  The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933, as amended, or until the Registration Statement     
shall become effective on such date as the Commission, acting pursuant to said  
Section 8(a), may determine.                                                    
--------------------------------------------------------------------------------

F-6
2nd Page of 102
TOC
1st
Previous
Next
Bottom
Just 2nd

        This Registration Statement may be executed in any number of
            counterparts, each of which shall be deemed an original, and all
           of such counterparts together shall constitute one and the same
instrument.                                         

ii

F-6
3rd Page of 102
TOC
1st
Previous
Next
Bottom
Just 3rd

            The prospectus consists of the form of ADR included as Exhibit A
             to the Regulation S Deposit Agreement, dated as of July 25, 2002,
            among BOC Hong Kong (Holdings) Limited (the "Issuer"), Citibank,
       N.A., as Depositary (the "Depositary"), and the Holders and
              Beneficial Owners from time to time of ADRs issued thereunder (the
          "Holders and Beneficial Owners"), filed as Exhibit (a) to this
       Registration Statement and as amended by Amendment No. 1 to
             Regulation S Deposit Agreement, dated as of March 18, 2003, among
             the Issuer, the Depositary and the Holders and Beneficial Owners,
         which is filed as Exhibit (b) to this Registration Statement,
which is incorporated herein by reference.          

 iii

F-6
4th Page of 102
TOC
1st
Previous
Next
Bottom
Just 4th

PART I

INFORMATION REQUIRED IN PROSPECTUS

 CROSS REFERENCE SHEET

                                                        [Enlarge/Download Table]

Item Number                                                         Location in Form of ADR Filed Herewith           
and Caption                                                         as Prospectus                                    
-----------                                                         -------------                                    
Item 1.  Description of Securities to be Registered                                                                  
         ------------------------------------------                                                                  
                                                                                                                     
1.   Name of depositary and address of its principal executive      Introductory paragraph and final sentence on ADR.
     office                                                                                                          

2.   Title of American depositary receipts and identity of          Top center and introductory paragraph            
     deposited securities:                                                                                           

     Terms of Deposit:                                                                                               

     (i)   The amount of deposited securities represented by one    Upper right corner and introductory              
           Upper right corner and introductory paragraph unit of    paragraph                                        
           American depostiary receipts:                                                                             

     (ii)  The procedure for voting, if any, the deposited          Paragraph (17)                                   
           securities:                                                                                               

     (iii) The collection and distribution of dividends:            Paragraphs (2), (4) and (14)                     

     (iv)  The transmission of notices, reports and proxy           Paragraphs (13), (17) and (19)                   
           soliciting material:                                                                                      

     (v)   The sale or exercise of rights:                          Paragraphs (2), (4) and (14)                     

     (vi)  The deposit or sale of securities resulting from         Paragraphs (3), (14) and (18)                    
           dividends, splits or plans of reorganization:                                                             

     (vii) Amendment, extension or termination of the deposit       Paragraphs (23) and (24) (no provision for       
           agreement:                                               extension)                                       

     (viii)Rights of holders of American depositary receipts to     Paragraphs (13) and (19)                         
           inspect the transfer books of the Depositary and the                                                      
           list of receipt holders:                                                                                  

     (ix)  Restrictions upon the right to transfer or withdraw the  Paragraphs (2), (4) and (5)                      
           underlying securities:                                                                                    

     (x)   Limitation upon the liability of the Depositary:         Paragraph (21)                                   

3.   Description of all fees and charges which may be imposed       Paragraph (8)                                    
     directly or indirectly against the holder of an American                                                        
     depositary receipt.                                                                                             

I-1 

F-6
5th Page of 102
TOC
1st
Previous
Next
Bottom
Just 5th

Item 2.  Available Information                                                  
---------------------                                         

2(a)     Statement that the foreign issuer furnishes the       Paragraph (13)   
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, as amended. Such reports and documents           
may be inspected by holders of ADRs and copied at             
public reference facilities maintained by the                 
Commission located at Judiciary Plaza, 450 Fifth              
Street, N.W., Washington, D.C. 20549.                         

I-2                     

F-6
6th Page of 102
TOC
1st
Previous
Next
Bottom
Just 6th

PART II                   

INFORMATION NOT REQUIRED IN PROSPECTUS                    

Item 3. Exhibits                                                                

  (a) Regulation S Deposit Agreement, dated July 25, 2002, among the
        Issuer, the Depositary, and the Holders and Beneficial Owners, including
     the form of the ADR attached thereto as Exhibit A.--Filed herewith as
Exhibit (a).                                                    

      (b) Amendment No. 1 to Regulation S Deposit Agreement, dated March 18,
     2003, among the Issuer, the Depositary and the Holders and Beneficial
Owners.--Filed herewith as Exhibit (b).                         

(c) Not applicable.                                             

      (d) Opinion of Sidley Austin Brown & Wood, counsel for the Depositary,
      as to the legality of the securities being registered.--Filed herewith
as Exhibit (d)                                                  

(e) Not applicable.                                             

Item 4. Undertakings                                                            

       (a) The Depositary hereby undertakes to make available at the principal
        office of the Depositary in the United States, for inspection by holders
       of the ADRs, any reports and communications received from the issuer of
       the deposited securities which are both: (1) received by the Depositary
 as the holder of the deposited securities; and (2) made generally
    available to the holders of the underlying securities by the Issuer.

  (b) If the amount of fees are not disclosed in the prospectus, the
       Depositary undertakes to prepare a separate document stating the amount
     of any fee charged and describing the service for which it is charged
     and to deliver promptly a copy of such fee schedule without charge to
    anyone upon request. The Depositary hereby undertakes to notify each
       registered holder of an ADR at least thirty (30) days before any change
in the fee schedule.                                            

II-1

F-6
7th Page of 102
TOC
1st
Previous
Next
Bottom
Just 7th

SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., on behalf of the legal entity created by the Regulation S       
Deposit Agreement, among BOC Hong Kong (Holdings) Limited and Citibank, N.A., as
Depositary, and the Holders and Beneficial Owners from time to time of          
Regulation S American Depositary Shares evidenced by Regulation S American      
Depositary Receipts issued thereunder, certifies that it has reasonable grounds 
to believe that all the requirements for filing on Form F-6 are met and has duly
caused this Registration Statement to be signed on its behalf by the            
undersigned, thereunto duly authorized, in The City of New York, State of New   
York, on April 2, 2003.                                                         

                           By: CITIBANK, N.A., as Depositary

                   By:  /s/ Susan A. Lucanto
                                  --------------------------------
                        Name: Susan A. Lucanto
                       Title: Vice President

II-2

F-6
8th Page of 102
TOC
1st
Previous
Next
Bottom
Just 8th

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
BOC Hong Kong (Holdings) Limited certifies that it has reasonable grounds to    
believe that all the requirements for filing on Form F-6 are met and has duly   
caused this Registration Statement to be signed on its behalf by the            
undersigned, thereunto duly authorized, in Hong Kong on April 2, 2003.          

                          BOC HONG KONG (HOLDINGS) LIMITED

            By: /s/ Liu Jinbao
                           ---------------------------
          Name: Liu Jinbao
                                  Title: Vice Chairman and Chief Executive

 POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each officer or director of BOC Hong
Kong (Holdings) Limited whose signature appears below constitutes and appoints  
Jason C.W. Yeung as his/her true and lawful attorney-in-fact and agent, with    
full power of substitution and resubstitution, for him/her and in his/her name, 
place and stead, in any and all capacities, to sign any or all amendments       
(including post-effective amendments) to this Registration Statement, and to    
file the same, with all exhibits thereto and other documents in connection      
therewith, with the Securities and Exchange Commission granting unto said       
attorney-in-fact and agent full power and authority to do and perform each and  
every act and thing requisite and necessary to be done in and about the premises
as fully to all intents and purposes as he/she might or could do in person,     
hereby ratifying and confirming all that said attorney-in-fact and agent, or    
his/her substitute, may lawfully do or cause to be done by virtue hereof.       

 Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the     
following capacities indicated on April 2, 2003:                                

Name:                                          Title:         
----                                           -----          

/s/ Liu Mingkang                      Chairman                
------------------------------------                                            
LIU Mingkang                                                                    

/s/ Sun Changji                       Vice Chairman           
------------------------------------                                            
SUN Changji                                                                     

II-3

F-6
9th Page of 102
TOC
1st
Previous
Next
Bottom
Just 9th

         /s/ Liu Jinbao                        Vice Chairman and Chief Executive
-------------------------------------          (Chief Executive Officer)        
LIU Jinbao                                                                      

/s/ Ping Yue                          Director                
-------------------------------------                                           
PING Yue                                                                        

/s/ Hua Qingshan                      Director                
------------------------------------                                            
HUA Qingshan                                                                    

/s/ Li Zaohang                        Director                
-------------------------------------                                           
LI Zaohang                                                                      

/s/ He Guangbei                       Director                
------------------------------------                                            
HE Guangbei                                                                     

/s/ Zhou Zaiqun                       Director                
------------------------------------                                            
ZHOU Zaiqun                                                                     

/s/ Zhang Yanling                     Director                
------------------------------------                                            
ZHANG Yanling                                                                   

/s/ Chia Pei-Yuan                     Director                
------------------------------------                                            
CHIA Pei-Yuan                                                                   

II-4

F-6
10th Page of 102
TOC
1st
Previous
Next
Bottom
Just 10th

/s/ Fung Victor Kwok King             Director                
------------------------------------                                            
FUNG Victor Kwok King                                                           

/s/ Shan Weijian                      Director                
------------------------------------                                            
SHAN Weijian                                                                    

/s/ Tung Chee Chen                    Director                
-------------------------------------                                           
TUNG Chee Chen                                                                  

/s/ Law Man Wah                       Chief Financial Officer 
------------------------------------                                            
LAW Man Wah                                    (Principal Financial Officer)    

II-5

F-6
11th Page of 102
TOC
1st
Previous
Next
Bottom
Just 11th

 AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed on April 2, 2003 in New York, New York   
by the undersigned as the duly authorized representative in the United States of
BOC Hong Kong (Holdings) Limited.                                               

                            By:        /s/ Donald J. Puglisi
                                        --------------------------------
                               Name: Donald J. Puglisi
                                Title: Managing Director

II-6

F-6
12th Page of 102
TOC
1st
Previous
Next
Bottom
Just 12th

 INDEX TO EXHIBITS

Exhibit No.                                                                     

(a)  Regulation S Deposit Agreement, dated as of July 25, 2002, among BOC Hong  
    Kong (Holdings) Limited (the "Issuer"), Citibank, N.A., as Depositary (the
   "Depositary"), and the Holders and Beneficial Owners from time to time of
ADSs evidenced by ADRs issued thereunder.                             

(b)  Amendment No. 1 to Regulation S Deposit Agreement, dated as of March 18,   
2003, among the Issuer, the Depositary and the Holders and Beneficial 
Owners from time to time of ADRs.                                     

(d)  Opinion of Sidley Austin Brown & Wood, counsel for the Depositary, as to   
the legality of the securities being registered.                      

F-6
13th Page of 102
TOC
1st
Previous
Next
Bottom
Just 13th

                                                                     Exhibit (a)

                                                                  Execution Copy

--------------------------------------------------------------------------------

REGULATION S DEPOSIT AGREEMENT

--------------------------------------------------------------------------------

by and among

BOC HONG KONG (HOLDINGS) LIMITED

 AND

CITIBANK, N.A.
as Depositary,

 AND

 THE HOLDERS AND BENEFICIAL OWNERS
FROM TIME TO TIME OF
 REGULATION S AMERICAN DEPOSITARY SHARES
EVIDENCED BY REGULATION S AMERICAN DEPOSITARY RECEIPTS
ISSUED HEREUNDER

--------------------------------------------------------------------------------

 Dated as of July 25, 2002

F-6
14th Page of 102
TOC
1st
Previous
Next
Bottom
Just 14th

                                                        [Enlarge/Download Table]

                                          TABLE OF CONTENTS                                                     

                                               ARTICLE I                                                        
                                              DEFINITIONS                                                       

                                                                                                                
Section 1.1   "Affiliate"....................................................................................2  
Section 1.2   "Applicant"....................................................................................2  
Section 1.3   "Articles of Association"......................................................................2  
Section 1.4   "Beneficial Owner".............................................................................2  
Section 1.5   "CCASS"........................................................................................2  
Section 1.6   "Clearstream"..................................................................................2  
Section 1.7   "Commission"...................................................................................2  
Section 1.8   "Company"......................................................................................2  
Section 1.9   "Custodian"....................................................................................2  
Section 1.10  "Deliver" and "Delivery".......................................................................2  
Section 1.11  "Depositary"...................................................................................3  
Section 1.12  "Distribution Compliance Period"...............................................................3  
Section 1.13  "Dollars" or "$"...............................................................................3  
Section 1.14  "DTC"..........................................................................................3  
Section 1.15  "DTC Participant"..............................................................................3  
Section 1.16  "Euroclear"....................................................................................3  
Section 1.17  "Foreign Currency".............................................................................3  
Section 1.18  "Effective Time"...............................................................................3  
Section 1.19  "Foreign Registrar"............................................................................3  
Section 1.20  "Holder".......................................................................................3  
Section 1.21  "Hong Kong"....................................................................................3  
Section 1.22  "Hong Kong dollars" or "HK$"...................................................................4  
Section 1.23  "Hong Kong Stock Exchange".....................................................................4  
Section 1.24  "Initial Deposit"..............................................................................4  
Section 1.25  "Master Regulation S ADR"......................................................................4  
Section 1.26  "Pre-Release Transaction"......................................................................4  
Section 1.27  "Principal New York Office"....................................................................4  
Section 1.28  "Qualified Institutional Buyer"................................................................4  
Section 1.29  "Receipts," "Regulation S American Depositary Receipts" or "Regulation S                          
              ADRs"..........................................................................................4  
Section 1.30  "Registrar"....................................................................................4  
Section 1.31  "Regulation S".................................................................................4  
Section 1.32  "Regulation S American Depositary Shares" or "Regulation S ADSs"...............................4  
Section 1.33  "Regulation S Deposit Agreement"...............................................................5  
Section 1.34  "Regulation S Deposited Securities"............................................................5  
Section 1.35  "Regulation S ADS Record Date".................................................................5  
Section 1.37  "Rule 144A"....................................................................................5  
Section 1.38  "Rule 144A Deposit Agreement," "Rule 144A American Depositary Shares"                             
              and "Rule 144A ADSs"...........................................................................5  
Section 1.39  "Securities Act"...............................................................................5  

                                                   i                                                            

F-6
15th Page of 102
TOC
1st
Previous
Next
Bottom
Just 15th

Section 1.40  "Securities Exchange Act"......................................................................5  
Section 1.41  "Securities Act Legend"........................................................................5  
Section 1.42  "Shares".......................................................................................6  
Section 1.43  "United States" and "U.S.".....................................................................6  

                                                 ARTICLE II                                                     
                     APPOINTMENT OF DEPOSITARY, BOOK-ENTRY SYSTEM, FORM OF REGULATION S                         
                         ADRs, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER                              
                                     AND SURRENDER OF REGULATION S ADRs                                         

Section 2.1   Appointment of Depositary......................................................................7  
Section 2.2   Book-Entry System; Form and Transferability of Regulation S ADRs...............................7  
Section 2.3   Deposit of Shares..............................................................................9  
Section 2.4   Registration of Shares........................................................................12  
Section 2.5   Execution and Delivery of Regulation S ADRs...................................................12  
Section 2.6   Transfer, Combination and Split-up of Regulation S ADRs.......................................13  
Section 2.7   Surrender of Regulation S ADRs and Withdrawal of Regulation S                                     
              Deposited Securities..........................................................................14  
Section 2.8   Limitations on Execution and Delivery, Transfer, Etc., of Regulation S ADRs;                      
              Suspension of Delivery, Transfer, Etc.........................................................16  
Section 2.9   Lost Regulation S ADRs, Etc...................................................................17  
Section 2.10  Cancellation and Destruction of Surrendered Regulation S ADRs;                                    
              Maintenance of Records........................................................................17  

                                                ARTICLE III                                                     
                 CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF REGULATION S ADSs                      

Section 3.1   Proofs, Certificates and Other Information....................................................17  
Section 3.2   Liability of Holders and Beneficial Owners for Taxes and Other Charges........................18  
Section 3.3   Representations and Warranties on Deposit, Transfer, Surrender and                                
              Withdrawal of Shares or Regulation S ADRs.....................................................18  
Section 3.4   Compliance with Information Requests..........................................................19  

                                                 ARTICLE IV                                                     
                                   THE REGULATION S DEPOSITED SECURITIES                                        

Section 4.1   Cash Distributions............................................................................19  
Section 4.2   Distributions in Shares.......................................................................20  
Section 4.3   Elective Distributions........................................................................21  
Section 4.4   Distributions of Rights to Purchase Additional Regulation S ADSs..............................21  
Section 4.5   Distributions Other Than Cash, Shares or Rights to Purchase Shares............................23  
Section 4.6   Redemption....................................................................................24  

                                                     ii                                                         

F-6
16th Page of 102
TOC
1st
Previous
Next
Bottom
Just 16th

Section 4.7   Conversion of Foreign Currency................................................................24  
Section 4.8   Fixing of Regulation S ADS Record Date........................................................25  
Section 4.9   Voting of Regulation S Deposited Securities...................................................25  
Section 4.10  Changes Affecting Regulation S Deposited Securities...........................................27  
Section 4.11  Transmittal by the Depositary of Company Notices, Reports and Communications................. 28  
Section 4.12  Taxation......................................................................................28  
Section 4.13  Available Information.........................................................................29  

                                                 ARTICLE V                                                      
                               THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY                                    

Section 5.1   Maintenance of Depositary's Office and Register...............................................29  
Section 5.2   Exoneration...................................................................................30  
Section 5.3   Standard of Care..............................................................................31  
Section 5.4   Resignation and Removal of the Depositary; Appointment of Successor Depositary................31  
Section 5.5   Fees and Charges of Depositary................................................................32  
Section 5.6   The Custodian.................................................................................33  
Section 5.7   Notices and Reports...........................................................................33  
Section 5.8   Issuance of Additional Shares, Etc............................................................34  
Section 5.9   Indemnification...............................................................................35  
Section 5.10  Pre-Release Transactions......................................................................36  

                                                 ARTICLE VI                                                     
                                         AMENDMENT AND TERMINATION                                              

Section 6.1   Amendment/Supplement..........................................................................37  
Section 6.2   Termination...................................................................................37  

                                                ARTICLE VII                                                     
                                               MISCELLANEOUS                                                    

Section 7.1   Counterparts..................................................................................39  
Section 7.2   No Third Party Beneficiaries..................................................................39  
Section 7.3   Severability..................................................................................39  
Section 7.4   Holders and Beneficial Owners as Parties; Binding Effect......................................39  
Section 7.5   Notices.......................................................................................39  
Section 7.6   Governing Law and Jurisdiction................................................................40  
Section 7.7   Assignment....................................................................................42  
Section 7.8   Hong Kong Law References......................................................................42  
Section 7.9   Titles........................................................................................42  

                                                    iii                                                         

F-6
17th Page of 102
TOC
1st
Previous
Next
Bottom
Just 17th

EXHIBIT A     Form of Regulation S ADR.....................................................................A-1  
EXHIBIT B     Charges of the Depositary....................................................................B-1  
EXHIBIT C     Letter of Representations....................................................................C-1  
EXHIBIT D-1   Certification and Agreement................................................................D-1-1  
EXHIBIT D-2   Certification and Agreement................................................................D-2-1  

                                  iv

F-6
18th Page of 102
TOC
1st
Previous
Next
Bottom
Just 18th

REGULATION S DEPOSIT AGREEMENT

     REGULATION S DEPOSIT AGREEMENT, dated as of July 25, 2002, by and among (i)
BOC HONG KONG (HOLDINGS) LIMITED, a company organized under the laws of Hong    
Kong (the "Company"), (ii) CITIBANK, N.A., a national banking association       
organized under the laws of the United States of America acting in its capacity 
as depositary, and any successor as depositary hereunder (the "Depositary"), and
(iii) all Holders and Beneficial Owners from time to time of Regulation S       
American Depositary Shares evidenced by Regulation S American Depositary        
Receipts issued hereunder (all such capitalized terms as hereinafter defined).  

 W I T N E S S E T H  T H A T:

   WHEREAS, the Company has duly authorized and outstanding ordinary shares,
par value of HK$5.00 each (the "Shares"), which will be listed for trading on   
The Stock Exchange of Hong Kong Limited; and                                    

  WHEREAS, BOC Hong Kong (BVI) Limited, the controlling shareholder of the
Company (the "Selling Shareholder"), wishes to offer for sale certain of the    
Shares it holds and desires to provide for the initial deposit of Shares; and   

 WHEREAS, the Company desires to provide for such initial deposit by the
Selling Shareholder and establish a mechanism for the deposit of additional     
Shares from time to time thereafter with the Custodian (as hereinafter defined) 
as agent of the Depositary, in each case for the creation of Regulation S       
American Depositary Shares representing the Shares so deposited and for the     
execution and delivery of Regulation S American Depositary Receipts evidencing  
the Regulation S American Depositary Shares so created; and                     

WHEREAS, such Regulation S American Depositary Shares may be sold in  
offshore transactions in accordance with Regulation S (as hereinafter defined)  
under the Securities Act (as hereinafter defined) and in compliance with other  
applicable laws and be resold by the purchasers of such Regulation S American   
Depositary Shares in accordance with the restrictions on resale set forth in the
Securities Act Legend (as hereinafter defined); and                             

WHEREAS, the Regulation S American Depositary Receipts are to be      
substantially in the form of Exhibit A annexed hereto with appropriate          
insertions, modifications and omissions, as hereinafter provided; and           

     WHEREAS, the Depositary is willing to act as Depositary for such Regulation
S ADR facility upon the terms set forth in this Regulation S Deposit Agreement; 
and                                                                             

    WHEREAS, the Board of Directors of the Company (or an authorized committee
thereof) has duly approved the establishment of a Regulation S ADR facility upon
the terms set forth in this Regulation S Deposit Agreement, the execution and   
delivery of this Regulation S Deposit Agreement on behalf of the Company, and   
the actions of the Company and the transactions contemplated herein.            

NOW, THEREFORE, for good and valuable consideration, the receipt and  
sufficiency of which are hereby acknowledged, the parties hereto agree as       
follows:                                                                        

1 

F-6
19th Page of 102
TOC
1st
Previous
Next
Bottom
Just 19th

ARTICLE I 

 DEFINITIONS

  All capitalized terms used, but not otherwise defined, herein shall have
the meanings set forth below, unless otherwise clearly indicated.               

     Section 1.1 "Affiliate" shall have the meaning assigned to such term by the
Commission (as hereinafter defined) under Rule 144 promulgated under the        
Securities Act (as hereinafter defined), or pursuant to a successor regulation  
thereto.                                                                        

Section 1.2 "Applicant" shall have the meaning given to such term in  
Section 5.10 hereof.                                                            

Section 1.3 "Articles of Association" shall mean the memorandum and   
articles of association of the Company, as in effect from time to time.         

    Section 1.4 "Beneficial Owner" shall mean, as to any Regulation S ADS, any
person or entity having a beneficial interest deriving from the ownership of    
such Regulation S ADS. A Beneficial Owner may or may not be the Holder of the   
Regulation S ADR evidencing such Regulation S ADS. A Beneficial Owner shall be  
able to exercise any right and receive any benefit hereunder solely through the 
person or entity who is the Holder of the Regulation S ADR(s) evidencing the    
Regulation S ADSs owned by such Beneficial Owner.                               

   Section 1.5 "CCASS" shall mean the Central Clearing and Settlement System
operated by the Hong Kong Securities Company Limited, which provides the        
book-entry settlement system for equity securities in Hong Kong, or any         
successor entity thereto.                                                       

    Section 1.6 "Clearstream" shall mean Clearstream Banking, Societe Anonyme,
and any successor thereto.                                                      

    Section 1.7 "Commission" shall mean the Securities and Exchange Commission
of the United States and any successor governmental agency thereto in the United
States.                                                                         

Section 1.8 "Company" shall mean BOC Hong Kong (Holdings) Limited, a  
company organized and existing under the laws of Hong Kong, having its principal
executive office at 52nd Floor, Bank of China Tower, 1 Garden Road, Hong Kong,  
and its successors.                                                             

  Section 1.9 "Custodian" shall mean, as of the date hereof, Bank of China
(Hong Kong) Limited, having its principal office at 14th Floor, Bank of China   
Tower, 1 Garden Road, Hong Kong, as agent of the Depositary for the purposes of 
this Regulation S Deposit Agreement, and any other entity that may hereafter be 
appointed by the Depositary pursuant to the terms of Section 5.6 as a successor,
substitute or additional custodian hereunder. The term "Custodian" shall mean   
any custodian individually or all custodians collectively, as the context       
requires.                                                                       

   Section 1.10 "Deliver" and "Delivery" shall mean, when used in respect of
Regulation S American Depositary Shares, Receipts, Regulation S Deposited       
Securities and Shares, either (i) the physical delivery or transfer of the      
certificate representing such security, or (ii) the                             

2 

F-6
20th Page of 102
TOC
1st
Previous
Next
Bottom
Just 20th

electronic delivery or transfer of such security by means of one or more        
book-entry transfers to an account or accounts maintained with a depository     
institution authorized under applicable law to effect book-entry transfers of   
such securities, if available.                                                  

 Section 1.11 "Depositary" shall mean Citibank, N.A., a national banking
association organized under the laws of the United States of America in its     
capacity as depositary under the terms of this Regulation S Deposit Agreement,  
and any successor depositary.                                                   

    Section 1.12 "Distribution Compliance Period" shall mean the period ending
forty (40) days after the later of (i) the commencement of the offerings of (a) 
Regulation S ADSs outside the United States in reliance on Regulation S and any 
other applicable law in transactions exempt from registration under the         
Securities Act, (b) Rule 144A ADSs in the United States to Qualified            
Institutional Buyers and (c) Shares in Hong Kong in reliance on Regulation S and
(ii) the closing date with respect to the Regulation S ADRs.                    

    Section 1.13 "Dollars" or "$" shall mean the lawful currency of the United
States.                                                                         

Section 1.14 "DTC" shall mean The Depository Trust Company, a national
clearinghouse and the central book-entry settlement system for securities traded
in the United States and, as such, the custodian for the securities of DTC      
Participants (as hereinafter defined) maintained in DTC, and any successor      
thereto.                                                                        

     Section 1.15 "DTC Participant" shall mean any financial institution (or any
nominee of such institution) having one or more participant accounts with DTC   
for receiving, holding and delivering the securities and funds held in DTC.     

   Section 1.16 "Euroclear" shall mean Euroclear Bank S.A./N.V., as operator
of a Euroclear system, and any successor thereto.                               

     Section 1.17 "Foreign Currency" shall mean any currency other than Dollars.

   Section 1.18 "Effective Time" shall mean the date on which a Registration
Statement on Form F-6 under the Securities Act is declared effective by the     
Commission with respect to registration of the Regulation S ADSs under the      
Securities Act.                                                                 

  Section 1.19 "Foreign Registrar" shall mean the entity which carries out
the function of registrar for the Shares and any successor registrar for the    
Shares.                                                                         

Section 1.20 "Holder" shall mean the person in whose name a Receipt is
registered on the books of the Depositary or the Registrar, if any, maintained  
for such purpose. A Holder may or may not be a Beneficial Owner. If a Holder is 
not the Beneficial Owner of the Regulation S ADSs evidenced by the Receipt      
registered in its name, such person shall be deemed to have all requisite       
authority to act on behalf of the Beneficial Owners of the Regulation S ADSs    
evidenced by such Receipt.                                                      

  Section 1.21 "Hong Kong" shall mean the Hong Kong Special Administrative
Region of the People's Republic of China.                                       

3 

F-6
21st Page of 102
TOC
1st
Previous
Next
Bottom
Just 21st

     Section 1.22 "Hong Kong dollars" or "HK$" shall mean the lawful currency of
Hong Kong.                                                                      

  Section 1.23 "Hong Kong Stock Exchange" shall mean The Stock Exchange of
Hong Kong Limited.                                                              

    Section 1.24 "Initial Deposit" shall mean the initial deposit of Shares by
the Selling Shareholder in connection with the offering of Regulation S ADSs    
pursuant to the Offering Circular dated July 20, 2002.                          

   Section 1.25 "Master Regulation S ADR" shall have the meaning assigned to
it in Section 2.2 hereof.                                                       

   Section 1.26 "Pre-Release Transaction" shall have the meaning assigned to
it in Section 5.10 hereof.                                                      

Section 1.27 "Principal New York Office" when used with respect to the
Depositary, shall be the principal office of the Depositary in New York at which
at any particular time its depositary receipts business shall be administered,  
which, at the date of this Regulation S Deposit Agreement, is located at 111    
Wall Street, New York, New York 10043.                                          

Section 1.28 "Qualified Institutional Buyer" shall have the meaning   
assigned to it under Rule 144A under the Securities Act.                        

 Section 1.29 "Receipts," "Regulation S American Depositary Receipts" or
"Regulation S ADRs" shall mean the certificates issued by the Depositary to     
evidence Regulation S American Depositary Shares issued from time to time under 
the terms of this Regulation S Deposit Agreement. A Regulation S ADR may        
evidence any number of Regulation S American Depositary Shares. Where the       
context requires, the term "Receipt" or "Regulation S ADR" shall refer to the   
Master Regulation S ADR.                                                        

 Section 1.30 "Registrar" shall mean the Depositary or any bank or trust
company having an office in the Borough of Manhattan, The City of New York,     
which shall be appointed by the Depositary to register the ownership, transfers 
and cancellations of Receipts as herein provided, and shall include any         
co-registrar appointed by the Depositary for such purposes. Registrars (other   
than the Depositary) may be removed and substitutes appointed by the Depositary.
Each Registrar (other than the Depositary) appointed pursuant to this Regulation
S Deposit Agreement shall be required to give notice in writing to the          
Depositary accepting such appointment and agreeing to be bound by the applicable
terms of this Regulation S Deposit Agreement.                                   

  Section 1.31 "Regulation S" shall mean Regulation S under the Securities
Act.                                                                            

 Section 1.32 "Regulation S American Depositary Shares" or "Regulation S
ADSs" shall mean with respect to any Receipt, the rights and interests in the   
Regulation S Deposited Securities granted to the Holders and Beneficial Owners  
pursuant to the terms and conditions of this Regulation S Deposit Agreement and 
the Regulation S ADRs issued hereunder. Each Regulation S ADS shall represent   
twenty (20) Shares until there shall occur a distribution upon                  

4 

F-6
22nd Page of 102
TOC
1st
Previous
Next
Bottom
Just 22nd

Regulation S Deposited Securities referred to in Section 4.2 or a change in     
Regulation S Deposited Securities referred to in Section 4.10 with respect to   
which additional Regulation S ADSs are not issued, and thereafter each          
Regulation S ADS shall represent the right to receive the Shares or Regulation S
Deposited Securities specified in such Sections.                                

    Section 1.33 "Regulation S Deposit Agreement" shall mean this Regulation S
Deposit Agreement and all exhibits hereto, as the same may be amended and       
supplemented from time to time in accordance with the provisions hereof.        

   Section 1.34 "Regulation S Deposited Securities" shall mean Shares at any
time deposited under this Regulation S Deposit Agreement and any and all other  
securities, property and cash received by the Depositary or the Custodian in    
respect or in lieu thereof, subject, in the case of cash, to the provisions of  
Section 4.7. The collateral received in connection with Pre-Release Transactions
shall not constitute Regulation S Deposited Securities.                         

  Section 1.35 "Regulation S ADS Record Date" shall have the meaning given
thereto in Section 4.8.                                                         

 Section 1.36 "Rule 144A" shall mean Rule 144A under the Securities Act.

    Section 1.37 "Rule 144A Deposit Agreement," "Rule 144A American Depositary
Shares" and "Rule 144A ADSs" shall mean the Rule 144A Deposit Agreement, dated  
as of July 25, 2002, by and among the Company, Citibank, N.A., as depositary and
its successor as depositary thereunder and all "Holders" and "Beneficial Owners"
(as therein defined) from time to time of the "Rule 144A ADSs" evidenced by     
"Rule 144A ADRs" issued thereunder, as the same may be amended and supplemented 
from time to time in accordance with the provisions thereof. The terms "Rule    
144A American Depositary Shares" and "Rule 144A ADSs" shall be as defined in the
Rule 144A Deposit Agreement.                                                    

   Section 1.38 "Securities Act" shall mean the United States Securities Act
of 1933, as from time to time amended.                                          

Section 1.39 "Securities Exchange Act" shall mean the United States   
Securities Exchange Act of 1934, as from time to time amended.                  

  Section 1.40 "Securities Act Legend" shall mean the following statement:

   THIS REGULATION S AMERICAN DEPOSITARY RECEIPT, THE REGULATION S
    AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY AND THE ORDINARY SHARES OF BOC
  HONG KONG (HOLDINGS) LIMITED (THE "SHARES") REPRESENTED THEREBY HAVE NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE 
   TRANSFERRED PRIOR TO THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD
   (DEFINED AS THE EXPIRATION OF 40 DAYS AFTER THE LATER OF THE COMMENCEMENT
OF THE GLOBAL OFFERING OF THE REGULATION S AMERICAN DEPOSITARY SHARES 
EVIDENCED HEREBY, AND THE SHARES REPRESENTED THEREBY, AND THE RELATED 
CLOSINGS)                                                             

5 

F-6
23rd Page of 102
TOC
1st
Previous
Next
Bottom
Just 23rd

     EXCEPT (A) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER
     THE SECURITIES ACT OR (B) TO A PERSON WHOM THE SELLER AND ANY PERSON ACTING
     ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
    THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, IN EACH CASE IN ACCORDANCE WITH ANY    
 APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, PROVIDED,
HOWEVER, THAT IN CONNECTION WITH ANY TRANSFER UNDER (B) ABOVE, THE    
     TRANSFEROR SHALL, PRIOR TO THE SETTLEMENT OF SUCH SALE, WITHDRAW THE SHARES
 IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE REGULATION S DEPOSIT
     AGREEMENT AND INSTRUCT THAT SUCH SHARES BE DELIVERED TO THE CUSTODIAN UNDER
    THE RULE 144A DEPOSIT AGREEMENT FOR ISSUANCE, IN ACCORDANCE WITH THE TERMS
   AND CONDITIONS THEREOF, OF RULE 144A AMERICAN DEPOSITARY SHARES TO OR FOR
THE ACCOUNT OF SUCH QUALIFIED INSTITUTIONAL BUYER.                    

      UPON THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD (DEFINED
ABOVE) THIS REGULATION S AMERICAN DEPOSITARY RECEIPT, THE REGULATION S
AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY AND THE SHARES REPRESENTED
     THEREBY SHALL NO LONGER BE SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED
   IN THIS LEGEND, PROVIDED THAT AT THE TIME OF SUCH EXPIRATION THE OFFER OR
  SALE OF THE REGULATION S AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY AND
  THE SHARES REPRESENTED THEREBY BY THE HOLDER HEREOF IN THE UNITED STATES
   WOULD NOT BE RESTRICTED UNDER THE SECURITIES LAWS OF THE UNITED STATES OR
ANY STATE OF THE UNITED STATES.                                       

    Section 1.41 "Shares" shall mean ordinary shares of the Company, par value
HK$5.00 per share, and may, if the Depositary so agrees after consultation with 
the Company, include evidence of the right to receive Shares; provided, however,
that in no event shall Shares include evidence of the right to receive Shares   
with respect to which the full purchase price has not been paid or Shares as to 
which preemptive rights have theretofore not been validly waived or exercised;  
provided, further, that, if there shall occur any change in nominal or par      
value, split-up or consolidation, exchange, conversion or any other             
reclassification or event described in Section 4.10 in respect of the Shares,   
the term "Shares" shall thereafter, to the maximum extent permitted by law,     
represent the successor securities resulting from such change in nominal or par 
value, split-up or consolidation, exchange, conversion or any other such        
reclassification or event.                                                      

    Section 1.42 "United States" and "U.S." shall have the meaning assigned to
it under Regulation S promulgated under the Securities Act.                     

6 

F-6
24th Page of 102
TOC
1st
Previous
Next
Bottom
Just 24th

ARTICLE II

 APPOINTMENT OF DEPOSITARY, BOOK-ENTRY
SYSTEM, FORM OF REGULATION S ADRs,
DEPOSIT OF SHARES, EXECUTION AND DELIVERY,
 TRANSFER AND SURRENDER OF REGULATION S ADRs

Section 2.1 Appointment of Depositary. The Company hereby appoints the
Depositary as depositary for the Regulation S Deposited Securities and hereby   
authorizes and directs the Depositary to act in accordance with the terms set   
forth in this Regulation S Deposit Agreement. Each Holder and each Beneficial   
Owner, upon acceptance of any Regulation S ADSs (or any interest therein) issued
in accordance with the terms of this Regulation S Deposit Agreement, shall be   
deemed for all purposes to (a) be a party to and bound by the terms of this     
Regulation S Deposit Agreement and (b) appoint the Depositary its               
attorney-in-fact, with full power to delegate, to act on its behalf and to take 
any and all actions contemplated in this Regulation S Deposit Agreement, to     
adopt any and all procedures necessary to comply with applicable laws and to    
take such action as the Depositary in its sole discretion may deem necessary or 
appropriate to carry out the purposes of this Regulation S Deposit Agreement.   

 Section 2.2 Book-Entry System; Form and Transferability of Regulation S
ADRs.                                                                           

   (a) DTC Eligibility. The Company and the Depositary will apply to each of
Euroclear, Clearstream and DTC, for acceptance of the Regulation S ADSs in their
respective book-entry settlement systems and shall deliver to DTC a Letter of   
Representations substantially in the form attached hereto as Exhibit C. So long 
as the Regulation S ADSs are eligible for book-entry settlement with Euroclear  
and Clearstream and DTC, as the case may be, unless otherwise required by law,  
Regulation S ADSs will be evidenced by a single Master Regulation S ADR (the    
"Master Regulation S ADR") registered in the name of a nominee of DTC (initially
"Cede & Co."). As such, the nominee of DTC will be the only "Holder" of the     
Regulation S ADR evidencing all Regulation S ADSs held through DTC. Citibank,   
N.A. or such other entity as is agreed with DTC may hold the Master Regulation S
ADR as custodian for DTC.                                                       

Initial settlement of the Regulation S ADSs will take place through   
Euroclear and Clearstream in accordance with customary settlement procedures in 
the Euromarket. During the Distribution Compliance Period, Euroclear and        
Clearstream will hold the Regulation S ADSs on behalf of their participants     
through their respective depositories, which are participants in DTC (any such  
participant of Euroclear, Clearstream or DTC, a "Participant"), and transfers   
will be permitted only within Euroclear and Clearstream in accordance with the  
usual rules and operating procedures of the relevant system. Each Beneficial    
Owner of Regulation S ADSs held through Clearstream, Euroclear or DTC must rely 
on the respective procedures of Clearstream, Euroclear or DTC and the           
Participants to exercise or be entitled to any rights attributable to such      
Regulation S ADSs. Participants shall for all purposes be deemed to have all    
requisite power and authority to act on behalf of the Beneficial Owners of the  
Regulation S ADSs held in the Participants' respective accounts and the         
Depositary shall for all purposes be authorized to rely upon any instructions   
and information given to it by Participants on behalf of Beneficial Owners of   
Regulation S ADSs. Ownership of beneficial interests in the Master Regulation S 
ADR shall be shown on, and the transfer of such ownership shall be effected only
through, records                                                                

7 

F-6
25th Page of 102
TOC
1st
Previous
Next
Bottom
Just 25th

maintained by (i) Euroclear, Clearstream or DTC or their respective nominees    
(with respect to Participants' interests) or (ii) institutions that have        
accounts with Euroclear, Clearstream or DTC, as the case may be.                

If, at any time when Regulation S ADSs are represented by the Master  
Regulation S ADR, Euroclear, Clearstream or DTC, as the case may be, cease to   
make their respective book-entry settlement systems available for the Regulation
S ADSs, the Depositary shall promptly inform the Company of such event and shall
consult with the Company regarding making other arrangements for book-entry     
settlement. If it is impracticable without undue effort or expense to continue  
to have the Regulation S ADSs available in book-entry form (and, during the     
Distribution Compliance Period, only in that case), the Company shall instruct  
the Depositary to make Regulation S ADRs available to the Beneficial Owners of  
Regulation S ADSs in physical, certificated form, with such additions, deletions
and modifications to this Regulation S Deposit Agreement and the form of        
Regulation S ADR attached hereto as Exhibit A and subject to the requirements of
any other documents, statements or certifications in connection therewith as the
Company and the Depositary may, from time to time, agree.                       

    (b) Form of Regulation S ADRs. The Regulation S ADRs shall be typewritten,
in the case of the Master Regulation S ADR, and otherwise shall be engraved,    
lithographed, printed, or produced in such other form as may be agreed upon by  
the Company and the Depositary. Regulation S ADRs shall be issued only in       
denominations of any whole number of Regulation S ADSs. The Regulation S ADRs   
shall be substantially in the form set forth in Exhibit A to this Regulation S  
Deposit Agreement, with appropriate insertions, modifications and omissions, in 
each case, as otherwise contemplated in the Regulation S Deposit Agreement or as
required by law. Regulation S ADRs shall be (i) dated, (ii) signed by the manual
or facsimile signature of a duly-authorized signatory of the Depositary, (iii)  
countersigned by the manual or facsimile signature of a duly-authorized         
signatory of the Registrar (provided, however, that the Master Regulation S ADR 
shall not be required to be so countersigned.), and (iv) registered in the books
maintained by the Registrar for the registration of issuances and transfers of  
Regulation S ADRs. No Regulation S ADR and no Regulation S ADS evidenced thereby
shall be entitled to any benefits under this Regulation S Deposit Agreement or  
be valid or enforceable for any purpose against the Depositary or the Company,  
unless such Regulation S ADR shall have been so dated, signed, countersigned and
registered. Regulation S ADRs bearing the facsimile signature of any            
duly-authorized signatory of the Depositary or the Registrar, who was at the    
time of signature a duly-authorized signatory of the Depositary or the          
Registrar, as the case may be, shall bind the Depositary, notwithstanding that  
such signatory has ceased to be so authorized prior to the execution and        
delivery of such Regulation S ADR by the Depositary. The Regulation S ADRs shall
bear a CUSIP number that is different from any CUSIP number that was, is or may 
be assigned to any depositary receipts previously or subsequently issued        
pursuant to any other arrangement between the Depositary (or any other          
depositary) and the Company (including, without limitation, depositary receipts 
issued under the terms of the Rule 144A Deposit Agreement) and which are not    
Regulation S ADRs issued hereunder.                                             

   (c) Legends. The Master Regulation S ADR shall bear such legend(s) as may
be required by Euroclear, Clearstream or DTC in order for the Regulation S ADSs 
to be accepted in their respective book-entry settlement systems and such other 
legends as the Company and the Depositary may agree from time to time. The      
Master Regulation S ADR shall provide that it                                   

8 

F-6
26th Page of 102
TOC
1st
Previous
Next
Bottom
Just 26th

shall represent the aggregate amount of Regulation S ADSs from time to time     
indicated in the records of the Depositary as being issued hereunder and that   
the aggregate amount of Regulation S ADSs represented thereby may from time to  
time be increased or decreased by making adjustments on such records of the     
Depositary and of DTC, Euroclear, Clearstream or their respective nominees as   
hereinafter provided.                                                           

  During the Distribution Compliance Period, the Regulation S ADRs will be
endorsed with the Securities Act Legend. Such legend may be amended from time to
time in accordance with Section 6.1 hereof. The Regulation S ADRs may be        
endorsed with or have incorporated in the text thereof such other legends or    
recitals or changes not inconsistent with this Regulation S Deposit Agreement   
(i) as may be necessary to enable the Depositary to perform its obligations     
hereunder, (ii) as may be required to comply with any applicable law or         
regulations, or as may be required by Euroclear, Clearstream or DTC in order for
the Regulation S ADSs to settle in or through their respective book-entry       
settlement systems or to conform with any laws or regulations, with the rules of
any securities exchange or market on which the Regulation S ADSs may be traded, 
listed or quoted, or to conform with any usage with respect thereto, (iii) as   
may be necessary to indicate any special limitations or restrictions to which   
any particular Receipts are subject by reason of the date or manner of issuance 
of the underlying Regulation S Deposited Securities or otherwise, including by  
reason of the issuance of Receipts or the underlying Regulation S Deposited     
Securities in transactions exempt from the registration requirements of the     
Securities Act. Holders and Beneficial Owners shall be deemed, for all purposes,
to have notice of, and to be bound by, the terms and conditions of the legends  
or recitals or modifications set forth, in the case of Holders, on the ADR      
registered in the name of the applicable Holders or, in the case of Beneficial  
Owners, on the ADR representing the ADSs owned by such Beneficial Owners.       

    (d) Title. Subject to any limitations set forth in the Regulation S ADR or
in this Regulation S Deposit Agreement, title to such Regulation S ADR (and to  
the Regulation S ADSs evidenced thereby) shall be transferable upon the same    
terms as a negotiable instrument under the laws of the State of New York,       
provided that the Regulation S ADR has been properly endorsed or is accompanied 
by proper instruments of transfer. Notwithstanding any notice to the contrary,  
the Depositary and the Company may deem and treat the Holder of a Regulation S  
ADR (that is, the person in whose name a Regulation S ADR is registered on the  
books of the Registrar) as the absolute owner thereof for all purposes. Neither 
the Depositary nor the Company shall have any obligation nor be subject to any  
liability under this Regulation S Deposit Agreement or any Regulation S ADR to  
any holder of a Regulation S ADR or any Beneficial Owner unless such holder is  
the registered Holder of such Regulation S ADR on the books of the Registrar,   
or, in the case of a Beneficial Owner, such Beneficial Owner or the Beneficial  
Owner's representative is the Holder of such Regulation S ADSs registered on the
books of the Registrar.                                                         

    Section 2.3 Deposit of Shares. Subject to the terms and conditions of this
Regulation S Deposit Agreement and applicable law, Shares or evidence of rights 
to receive Shares may be deposited by (a) the Selling Shareholder, but only in  
the case of the Initial Deposit, (b) the Company or an Affiliate in an initial  
deposit of Shares in connection with an offering or distribution of Regulation S
ADSs issued pursuant to this Regulation S Deposit Agreement or any distribution 
of Shares pursuant to Sections 4.2, 4.3, 4.4 or 4.10 of this                    

9 

F-6
27th Page of 102
TOC
1st
Previous
Next
Bottom
Just 27th

Regulation S Deposit Agreement (subject, in each case, to the terms of Section  
5.8), and (c) any persons (other than the Selling Shareholder, Company and its  
Affiliates), subject, however, prior to the Effective Time, to prior delivery to
the Depositary by or on behalf of the person acquiring beneficial ownership of  
the Regulation S ADSs to be issued in respect of such Shares of a duly completed
and signed Certification and Agreement substantially in the form of Exhibit D-1 
attached hereto, or (d) any persons (other than the Company and its Affiliates) 
after the Effective Time, so long as such Shares when such deposit is made (or  
the Regulation S ADSs, issued in respect thereof) are not restricted securities 
within the meaning of Rule 144 under the Securities Act, in each case by (A)(i) 
in the case of Shares represented by certificates issued in registered form,    
delivery of the certificates evidencing the Shares accompanied by any           
appropriate instruments of transfer or endorsement in a form satisfactory to the
Custodian and (ii) in the case of Shares delivered by book-entry transfer,      
electronic transfer of Shares to the account maintained by the Custodian at     
CCASS for such purpose or (B) delivery to the Custodian of evidence satisfactory
to the Custodian that irrevocable instructions have been given to cause such    
Shares to be transferred to such account, in any case accompanied by delivery to
the Custodian or the Depositary, as the case may be, of (x) a written order,    
from the person depositing such Shares or on whose behalf such Shares are       
deposited, directing the Depositary to execute and deliver to, or upon the      
written order of, the person or persons stated in such order a Regulation S     
ADR(s) (if certificated Regulation S ADRs are then available pursuant to Section
2.2), or make such adjustment to its records, as contemplated by Section 2.2,   
for the number of Regulation S ADSs representing such deposited Shares, (y) any 
payments, including the charges of the Depositary for the making of deposits and
the issuance of Regulation S ADSs (as set forth in Exhibit B hereto), and       
documents required under this Regulation S Deposit Agreement and (z) such other 
documentation as the Depositary and the Company may require.                    

   Notwithstanding anything to the contrary in this Section 2.3, neither the
Custodian nor the Depositary, nor any nominee or person on their behalf, shall  
accept Rule 144A ADRs or the Rule 144A ADSs evidenced thereby, issued pursuant  
to the Rule 144A Deposit Agreement or Shares represented thereby and withdrawn  
from deposit under the Rule 144A Deposit Agreement for deposit hereunder or     
issue Regulation S ADSs or Regulation S ADRs (or adjust the records of the      
Depositary) against delivery thereof; provided that Shares so withdrawn may be  
deposited pursuant to Section 2.3 hereof so long as such Rule 144A ADSs, Rule   
144A ADRs or Shares are not, and may not be deemed to be, restricted securities 
within the meaning of Rule 144(a)(3) under the Securities Act.                  

     The Company shall notify the Depositary and the Custodian in writing in the
event that Shares or Regulation S Deposited Securities shall be listed on a     
national securities exchange registered under Section 6 of the Securities       
Exchange Act or quoted in a U.S. automated inter-dealer quotation system (within
the meaning of Rule 144A(d)(3)(i)). In such event during the Distribution       
Compliance Period, notwithstanding any other provision of this Regulation S     
Deposit Agreement, the Depositary and the Custodian shall refuse to accept for  
deposit any Shares, unless (i) the person making such deposit shall certify that
neither the Shares nor the other Regulation S Deposited Securities to be        
deposited were, when issued, of the same class (within the meaning of Rule      
144A(d)(3)(i)), as the securities so listed or quoted, and (ii) such Shares are 
accompanied by evidence satisfactory to the Depositary that such Shares are     
eligible for resale under Rule 144A.                                            

10

F-6
28th Page of 102
TOC
1st
Previous
Next
Bottom
Just 28th

    The Depositary and the Custodian shall refuse to accept Shares for deposit
whenever notified, as hereafter provided, that the Company has restricted       
transfer of such Shares to comply with any laws or regulations, if applicable.  
The Company shall notify the Depositary and the Custodian in writing with       
respect to any such restrictions on transfer of its Shares for deposit hereunder
or transfer of Regulation S ADRs to any Holder.                                 

    As a condition of accepting Shares for deposit, the Depositary may require
that the person making such deposit furnish, whether or not any register of     
shareholders of the Company (or that maintained by the Foreign Registrar) is    
closed, (a) an agreement, assignment, or other instrument satisfactory to the   
Depositary or the Custodian, that provides for the prompt transfer by the person
in whose name the Shares are registered to the Custodian or its nominee of any  
distribution or right to subscribe for additional Shares or to receive other    
property in respect of such deposited Shares, or in lieu thereof, such agreement
of indemnity or other agreement as shall be satisfactory to the Depositary or   
the Custodian, and (b) if the Shares are registered in the name of the person   
presenting them, or on whose behalf they are presented, for deposit, a proxy or 
proxies entitling the Custodian to vote such deposited Shares for any and all   
purposes until the Shares so deposited are registered in the name of the        
Custodian or its nominee.                                                       

     The Depositary agrees to instruct the Custodian to place all Shares and any
other securities that are Regulation S Deposited Securities accepted for deposit
under this Regulation S Deposit Agreement into an account or accounts that are  
segregated and separate from the account in which any Shares and such other     
securities of the Company may be held by such Custodian under any other         
depositary receipt facility pursuant to which depositary receipts evidencing    
depositary shares representing Shares are issued.                               

Notwithstanding anything else contained in this Regulation S Deposit  
Agreement, the Depositary shall not be required to accept for deposit or        
maintain on deposit with the Custodian (a) any fractional Shares or fractional  
Regulation S Deposited Securities or (b) any number of Shares or Regulation S   
Deposited Securities which, upon application of the ratio of Regulation S ADSs  
to Regulation S Deposited Securities, would give rise to fractional Regulation S
ADSs.                                                                           

The Depositary may require that no Share shall be accepted for deposit
unless accompanied by evidence that is reasonably satisfactory to the Depositary
or the Custodian that all conditions, including any necessary approvals, to such
deposit have been satisfied by the person depositing such Shares under the laws 
and regulations of Hong Kong. The Depositary may issue Regulation S ADSs against
evidence of rights to receive Shares from the Company or the Selling            
Shareholder, any agent of the Company or the Selling Shareholder 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 by the Company or any such custodian, registrar, transfer      
agent, clearing agency or other entity involved in ownership or transaction     
records in respect of the Shares.                                               

 Without limitation of the foregoing, the Depositary shall not knowingly
accept for deposit under this Regulation S Deposit Agreement any Shares or other
Regulation S Deposited Securities required to be registered pursuant to the     
provisions of the Securities Act, unless a registration statement under the     
Securities Act is in effect as to such Shares or other Regulation S             

11

F-6
29th Page of 102
TOC
1st
Previous
Next
Bottom
Just 29th

Deposited Securities, or any Shares or Regulation S Deposited Securities the    
deposit of which would violate any provisions of the Articles of Association of 
the Company. For purposes of the foregoing sentence, the Depositary shall be    
entitled to rely upon representations and warranties made or deemed made        
pursuant to this Regulation S Deposit Agreement and shall not be required to    
make any further investigation. The Depositary will comply with written         
instructions of the Company (received by the Depositary reasonably in advance)  
not to accept for deposit hereunder any Shares identified in such instructions  
at such times and under such circumstances as may reasonably be specified in    
such instructions in order to facilitate the Company's compliance with the      
securities laws of the U.S.                                                     

Section 2.4 Registration of Shares. The Depositary shall instruct the 
Custodian upon each Delivery of certificates representing registered Shares     
being deposited hereunder with the Custodian (or other Regulation S Deposited   
Securities pursuant to Article IV hereof), together with the other documents    
above specified, to present such certificate(s), together with the appropriate  
instrument(s) of transfer or endorsement, duly stamped, to the Foreign Registrar
for transfer and registration of the Shares (as soon as transfer and            
registration can be accomplished and at the expense of the person for whom the  
deposit is made) in the name of the Depositary, the Custodian or a nominee of   
either. Regulation S Deposited Securities shall be held by the Depositary or by 
a Custodian for the account and to the order of the Depositary or its nominee in
each case on behalf of the Holders and Beneficial Owners, at such place or      
places as the Depositary or the Custodian shall determine.                      

     Section 2.5 Execution and Delivery of Regulation S ADRs. The Depositary has
made arrangements with the Custodian to confirm to the Depositary (i) that a    
deposit of Shares has been made pursuant to Section 2.3 hereof, (ii) that such  
Shares have been recorded in the name of the Depositary, the Custodian or a     
nominee of either on the shareholders' register maintained by or on behalf of   
the Company if registered Shares have been deposited or if deposit is made by   
book-entry transfer, confirmation of such transfer in the books of CCASS and    
(iii) that the person or persons to whom or upon whose written order the        
Regulation S ADR(s) are deliverable in respect thereof and the number of        
Regulation S ADSs to be evidenced thereby or, if the book-entry settlement      
system is available for Regulation S ADSs, whose Euroclear, Clearstream or DTC  
Participant account should be credited with Regulation S ADSs and the number of 
Regulation S ADSs to be evidenced on the records of Euroclear, Clearstream or   
DTC and in the records of the Depositary with respect to the Master Regulation S
ADR. Such notification shall be made by letter, cable, telex, SWIFT message or, 
at the risk and expense of the person making the deposit, by facsimile          
transmission or other means of electronic transmission. Upon receiving such     
notice from the Custodian and the certificate and agreement described in the    
next paragraph, the Depositary shall (i) if the book-entry settlement system is 
not available for Regulation S ADSs pursuant to Section 2.2, execute and deliver
as promptly as practicable at its Principal New York Office, to or upon the     
order of the person(s) named in the notice delivered to the Depositary, a       
Regulation S ADR(s), registered in the name(s) requested by such person(s), and 
evidencing the aggregate number of Regulation S ADSs to which such person(s) are
entitled, or (ii) if the book-entry settlement system for Regulation S ADSs is  
then so available (x) adjust its records to reflect such deposit to evidence the
aggregate number of Regulation S ADSs then outstanding and (y) instruct         
Euroclear, Clearstream or DTC, as the case may be, to adjust its records to     
reflect such increase and any change in such allocation in respect of its       
Participant account to be credited with such increase, but, in either case, (A) 
only upon                                                                       

12

F-6
30th Page of 102
TOC
1st
Previous
Next
Bottom
Just 30th

payment to the Depositary of all fees, charges, expenses, taxes and governmental
charges payable in connection with such deposit and the transfer of the         
deposited Shares and (B) subject to applicable laws and the other terms of this 
Regulation S Deposit Agreement and the terms of the Articles of Association of  
the Company and of the Regulation S Deposited Securities.                       

Prior to the Effective Time, the Depositary shall neither execute nor 
deliver a Regulation S ADR nor adjust its records in respect of any deposit of  
Shares (other than (i) a distribution of Shares pursuant to Sections 4.2, 4.3 or
4.10, (ii) a deposit of Shares issued upon an exercise of rights pursuant to    
Section 4.4, or (iii) a deposit contemplated in Section 5.8) unless a written   
certification and agreement in substantially the form appearing as Exhibit D-1  
(except in the case of the Initial Deposit) is provided to the Depositary by or 
on behalf of the person who will be the Beneficial Owner of the Regulation S    
ADSs issued. Nothing herein shall prohibit any Pre-Release Transaction upon the 
terms set forth in this Regulation S Deposit Agreement.                         

Section 2.6 Transfer, Combination and Split-up of Regulation S ADRs.  

 (a) Transfer. The Registrar shall register the transfer of Regulation S
ADRs (and of the Regulation S ADSs represented thereby) on the books maintained 
from time to time for such purpose and the Depositary shall cancel such         
Regulation S ADRs and execute new Regulation S ADRs evidencing the same         
aggregate number of Regulation S ADSs as those evidenced by the Regulation S    
ADRs canceled by the Depositary, shall cause the Registrar to countersign such  
new Regulation S ADRs, and shall Deliver such new Regulation S ADRs to or upon  
the order of the person entitled thereto if each of the following conditions has
been satisfied: (i) the Regulation S ADRs have been duly Delivered by the Holder
(or by a duly-authorized attorney of the Holder) to the Depositary at its       
Principal New York Office for the purpose of effecting a transfer thereof, (ii) 
the surrendered Regulation S ADRs have been properly endorsed or are accompanied
by proper instruments of transfer (including signature guarantees in accordance 
with standard securities industry practice), (iii) the surrendered Regulation S 
ADRs have been duly stamped (if required by the laws of the State of New York or
of the U.S.), (iv) all applicable fees and charges of, and expenses incurred by,
the Depositary and all applicable taxes and governmental charges (as are set    
forth in Section 5.5 and Exhibit B hereto) have been paid, and (v) the          
Depositary has received such certifications and agreements as the Depositary and
the Company may require in order to comply with applicable laws and the         
restrictions on transfer, prior to the termination of the Distribution          
Compliance Period, subject, however, in each case, to the terms and conditions  
of the applicable Regulation S ADRs, of this Regulation S Deposit Agreement and 
of applicable law, in each case as in effect at the time thereof.               

  (b) Combination & Split-Up. The Registrar shall register the split-up or
combination of Regulation S ADRs (and of the Regulation S ADSs represented      
thereby) on the books maintained for such purpose and the Depositary shall      
cancel Regulation S ADRs and execute new Regulation S ADRs for the number of    
Regulation S ADSs requested, but in the aggregate not exceeding the number of   
Regulation S ADSs evidenced by the Regulation S ADRs canceled by the Depositary,
shall cause the Registrar to countersign such new Regulation S ADRs, and shall  
Deliver such new Regulation S ADRs to or upon the order of the person entitled  
thereto, if each of the following conditions has been satisfied: (i) the        
Regulation S ADRs have been duly Delivered by the Holder (or by a               
duly-authorized attorney of the Holder) to the Depositary at the Principal New  
York Office of the Depositary for the purpose of effecting a split-up or        

13

F-6
31st Page of 102
TOC
1st
Previous
Next
Bottom
Just 31st

combination thereof, and (ii) all applicable fees and charges of, and expenses  
incurred by, the Depositary and all applicable taxes and governmental charges   
(as are set forth in Section 5.5 and Exhibit B hereto) have been paid, subject, 
however, in each case, to the terms and conditions of the applicable Regulation 
S ADRs, of this Regulation S Deposit Agreement and of applicable law, in each   
case, as in effect at the time thereof.                                         

(c) Legends and Certifications. The Regulation S ADRs executed and    
delivered upon any such transfer, split-up or combination shall bear the        
Securities Act Legend if at the time of delivery the restrictions contained     
therein are applicable, as determined by the Company and the Depositary from    
time to time. In connection with any split-up or combination of Regulation S    
ADRs pursuant to this paragraph, the Depositary shall not be obligated to obtain
any certification or endorsement otherwise required by the terms of this        
Regulation S Deposit Agreement.                                                 

   Section 2.7 Surrender of Regulation S ADRs and Withdrawal of Regulation S
Deposited Securities. Upon (i) surrender of a Regulation S ADR at the Principal 
New York Office of the Depositary, if the book-entry settlement system is not   
then available for Regulation S ADSs or (ii) receipt by the Depositary at the   
Principal New York Office of written instructions from a Participant of         
Euroclear, Clearstream or (after the Distribution Compliance Period) DTC (any   
such participant, a "Participant") or its nominee, as the case may be, on behalf
of any Beneficial Owner together with a corresponding credit to the Depositary's
account at DTC for the Regulation S ADSs so surrendered, if the book-entry      
settlement system is then available for Regulation S ADSs, in either case for   
the purpose of withdrawal of the Regulation S Deposited Securities represented  
thereby, and upon receipt of (x) payment of all fees and charges, including the 
fees and charges of the Depositary for the making of withdrawals of Regulation S
Deposited Securities and cancellation of Regulation S ADSs (as set forth in     
Exhibit B hereto), governmental charges and taxes payable in connection with    
such surrender and withdrawal, (y) instructions of the Holder or Participant and
(z) the written certification and agreement hereinafter referred to, subject,   
however, in each case, to the terms and conditions of this Regulation S Deposit 
Agreement, the rules and clearing procedures of CCASS, the Articles of          
Association of the Company, and to the provisions of or governing the Regulation
S Deposited Securities and applicable laws, in each case as in effect at the    
time thereof; the Holder of such Regulation S ADR acting for itself or on behalf
of the Beneficial Owner or Participant, as the case may be, shall be entitled to
physical Delivery at the Custodian's designated office, to him or upon his      
order, or to electronic Delivery (during the Distribution Compliance Period,    
only through CCASS or institutions having accounts with CCASS to an account     
outside the U.S.) to an account designated by such Participant, Beneficial Owner
or Holder, as the case may be, as permitted by applicable law, of the amount of 
Regulation S Deposited Securities at the time represented by the Regulation S   
ADS(s) surrendered to the Depositary for such purpose. Such Delivery of         
Regulation S Deposited Securities shall be made, as hereinafter provided,       
without unreasonable delay.                                                     

During the Distribution Compliance Period, no Regulation S Deposited  
Securities shall be delivered as provided herein unless such written order shall
be accompanied by an accurately and fully completed, signed certification and   
agreement in substantially the form of Exhibit D-2 hereto. After the            
Distribution Compliance Period, delivery of Regulation S Deposited Securities   
upon surrender of Regulation S ADSs as provided herein may also be subject to   
delivery to the Depositary of such written certification and agreement as the   
Company and Depositary may                                                      

14

F-6
32nd Page of 102
TOC
1st
Previous
Next
Bottom
Just 32nd

require. A Regulation S ADR surrendered may be required by the Depositary to be 
properly endorsed in blank or accompanied by properly executed instruments of   
transfer in blank.                                                              

  Prior to expiration of the Distribution Compliance Period, no Holder may
transfer Regulation S ADSs or Shares represented thereby to, or for the account 
of, a Qualified Institutional Buyer unless such Holder (i) withdraws such Shares
in accordance with this Section 2.7 and (ii) instructs the Depositary to deliver
the Shares so withdrawn to or for the account of the custodian under the Rule   
144A Deposit Agreement for issuance thereunder of Rule 144A ADSs to or for the  
account of such Qualified Institutional Buyer. Issuance of such Rule 144A ADSs  
shall be subject to the terms and conditions of the Rule 144A Deposit Agreement,
including with respect to the deposit of Shares and the issuance of Rule 144A   
ADSs, including delivery of the duly executed and completed written certificate 
and agreement required under the Rule 144A Deposit Agreement, by or on behalf of
the person who will be the beneficial owner of such Rule 144A ADSs, representing
that such person is a Qualified Institutional Buyer and agreeing that it will   
comply with the restrictions on transfer set forth in the Rule 144A Deposit     
Agreement and to payment of the fees, charges and taxes provided therein.       

     Upon satisfaction of each of the conditions above specified, the Depositary
(i) shall cancel the Regulation S ADSs Delivered to it (and, if applicable, the 
Regulation S ADRs evidencing the Regulation S ADSs so Delivered), (ii) shall    
direct the Registrar to record the cancellation of the Regulation S ADSs so     
Delivered on the books maintained for such purpose, and (iii) shall direct the  
Custodian to Deliver (without unreasonable delay) at the Custodian's designated 
office the Deposited Securities represented by the Regulation S ADSs so canceled
together with any certificate or other document of or relating to title for the 
Deposited Securities, or evidence of the electronic transfer thereof (if        
available), as the case may be, to or upon the written order of the person(s)   
designated in the order delivered to the Depositary for such purpose, subject   
however, in each case, to the terms and conditions of this Regulation S Deposit 
Agreement, of the Regulation S ADRs evidencing the Regulation S ADSs so         
canceled, of the Articles of Association of the Company, of applicable laws and 
of the rules and clearing procedures of CCASS, and to the terms and conditions  
of or governing the Regulation S Deposited Securities, in each case as in effect
at the time thereof.                                                            

 Notwithstanding anything else contained in any Regulation S ADR or this
Regulation S Deposit Agreement, the Depositary may make delivery at the         
Principal New York Office of the Depositary of (i) any cash dividends or cash   
distributions, or (ii) any proceeds from the sale of any distributions of shares
or rights, which are at the time held by the Depositary in respect of the       
Regulation S Deposited Securities represented by the Regulation S ADSs          
surrendered for cancellation and withdrawal. At the request, risk and expense of
any Holder so surrendering Regulation S ADSs, and for the account of such       
Holder, the Depositary shall direct the Custodian to forward (to the extent     
permitted by law) any cash or other property (other than securities) held by the
Custodian in respect of the Regulation S Deposited Securities represented by    
such Regulation S ADSs to the Depositary for delivery at the Principal New York 
Office of the Depositary. Such direction shall be given by letter or, at the    
request, risk and expense of such Holder, by cable, telex or facsimile          
transmission.                                                                   

 If any Regulation S ADSs surrendered and the Regulation S ADRs canceled
represent fractional entitlements in Regulation S Deposited Securities, the     
Depositary shall cause the                                                      

15

F-6
33rd Page of 102
TOC
1st
Previous
Next
Bottom
Just 33rd

appropriate whole number of Regulation S Deposited Securities to be withdrawn   
and delivered in accordance with the preceding terms of this Section 2.7 and    
shall, at the discretion of the Depositary, either (i) issue and deliver to the 
person surrendering such Regulation S ADR a new Regulation S ADR evidencing     
Regulation S ADSs representing any remaining fractional Share or (ii) sell or   
cause to be sold the fractional Share represented by the Regulation S ADR so    
surrendered and remit proceeds of such sale (net of (a) fees and charges of, and
expenses incurred by, the Depositary, and (b) taxes withheld) to the person     
surrendering the Regulation S ADR.                                              

Section 2.8 Limitations on Execution and Delivery, Transfer, Etc., of 
Regulation S ADRs; Suspension of Delivery, Transfer, Etc. As a condition        
precedent to the execution and delivery, registration of issuance, transfer,    
split-up, combination or surrender of any Regulation S ADR, the delivery of any 
distribution thereon or withdrawal of any Regulation S Deposited Securities, the
Depositary, the Custodian or the Registrar may require from the Holder, the     
presenter of a Regulation S ADR, the Beneficial Owner, the depositor of Shares  
or the presenter of written instructions to adjust the Depositary's records (i) 
payment 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 withdrawn) and payment of the fees and charges of the Depositary set forth in
Exhibit B to this Regulation S Deposit Agreement; (ii) compliance with (a) any  
applicable laws or governmental regulations and (b) such reasonable procedures  
as the Depositary, the Company and the Registrar may establish consistent with  
the provisions of this Regulation S Deposit Agreement; and (iii) production of  
proof satisfactory to it as to the identity and genuineness of any signature    
appearing on any form, certification or other document delivered to the         
Depositary in connection with this Regulation S Deposit Agreement, including but
not limited to, in the case of Regulation S ADRs, a signature guarantee in      
accordance with industry practice.                                              

 Notwithstanding anything herein to the contrary, after the Distribution
Compliance Period, a Holder is entitled to withdraw Regulation S Deposited      
Securities 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 shareholder's meeting or the payment of dividends, (ii) the    
payment of fees, taxes and similar charges to the Depositary, and (iii)         
compliance with any laws or governmental regulations relating to Regulation S   
ADRs or to the withdrawal of Regulation S Deposited Securities.                 

   The issuance and delivery of Regulation S ADSs against, or adjustments in
the records of the Depositary to reflect, deposits of Shares generally or       
deposits of particular Shares may be suspended or withheld, or the registration 
of transfer of Regulation S ADRs in particular instances may be refused, or the 
registration of transfers generally may be suspended, or the surrender of       
outstanding Regulation S ADRs, or the receipt of written instructions from any  
person having a beneficial interest in any Regulation S ADR for the purpose of  
withdrawal of Regulation S Deposited Securities may be suspended or refused,    
during any period when the transfer books of the Depositary, the Company, a     
Registrar or the Foreign Registrar are closed, or if any such action is deemed  
necessary or advisable by the Company or the Depositary, in good faith (and with
prompt notification thereafter of such action given to the Company or the       
Depositary, as the case may be), at any time or from time to time because of any
requirement of                                                                  

16

F-6
34th Page of 102
TOC
1st
Previous
Next
Bottom
Just 34th

law, any government or governmental body or commission or any securities        
exchange on which the Regulation S ADSs or Shares are listed, or under any      
provision of the Articles of Association of the Company, this Regulation S      
Deposit Agreement or provisions of, or governing, the Regulation S Deposited    
Securities, or any meeting of shareholders of the Company or for any other      
reason.                                                                         

  The Depositary may issue Regulation S ADSs against 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 shall consist of written guarantees of     
ownership of Shares furnished on behalf of the holder thereof.                  

     Section 2.9 Lost Regulation S ADRs, Etc. In case any Regulation S ADR shall
be mutilated, destroyed, lost or stolen, the Depositary shall execute and       
deliver a new Regulation S ADR of like tenor at the expense of the Holder (a) in
the case of a mutilated Regulation S ADR, in exchange of and substitution for   
such mutilated Regulation S ADR upon cancellation thereof, or (b) in lieu of and
in substitution for such destroyed, lost or stolen Regulation S ADR, after the  
Holder thereof (i) has submitted to the Depositary a written request for such   
exchange and substitution before the Depositary has notice that the Regulation S
ADR has been acquired by a bona fide purchaser, (ii) has provided such security 
or indemnity (including an indemnity bond) as may be reasonably required by the 
Depositary to save it and any of its agents harmless, and (iii) has satisfied   
any other reasonable requirements imposed by the Depositary, including, without 
limitation, evidence satisfactory to the Depositary of such destruction, loss or
theft of such Regulation S ADR, the authenticity thereof and the Holder's       
ownership thereof.                                                              

     Section 2.10 Cancellation and Destruction of Surrendered Regulation S ADRs;
Maintenance of Records. All Regulation S ADRs surrendered to the Depositary     
shall be canceled by the Depositary. Canceled Regulation S ADRs shall not be    
entitled to any benefits under this Regulation S Deposit Agreement or be valid  
or enforceable against the Depositary for any purpose. The Depositary is        
authorized to destroy Regulation S ADRs so canceled, provided the Depositary    
maintains a record of all destroyed Receipts. Any Regulation S ADSs held in     
book-entry form shall be deemed canceled when the Depositary causes the number  
of Regulation S ADSs evidenced by the Master Regulation S ADR to be reduced by  
the number of Regulation S ADSs surrendered.                                    

ARTICLE III 

CERTAIN OBLIGATIONS OF HOLDERS AND
BENEFICIAL OWNERS OF REGULATION S ADSS

Section 3.1 Proofs, Certificates and Other Information. Any person    
presenting Shares for deposit, any Holder or any Beneficial Owner may be        
required and every Holder and Beneficial Owner agrees, from time to time (a) to 
provide to the Depositary or the Custodian such proof of citizenship or         
residence, taxpayer status, payment of all applicable taxes or other            
governmental charges, exchange control approvals, legal or beneficial ownership 
of Regulation S ADSs and Regulation S Deposited Securities, compliance with all 
applicable laws and the terms of this Regulation S Deposit Agreement, and the   
provisions of, or governing, the Regulation S Deposited Securities, (b) to      
execute such certifications and to make such representations and                

17

F-6
35th Page of 102
TOC
1st
Previous
Next
Bottom
Just 35th

warranties as the Depositary or the Custodian may deem necessary and proper and 
(c) to provide such other information and documentation, including information  
relating to the registration on the books of the Company or of the Foreign      
Registrar (if applicable), or of the appointed agent of the Company for the     
registration and transfer of Shares as the Depositary or the Custodian may deem 
necessary or proper or as the Company may reasonably require by written request 
to the Depositary consistent with its obligations hereunder. The Depositary and 
the Registrar, as applicable, may withhold the execution or delivery or         
registration of transfer of all or part of any Regulation S ADR, or the         
distribution or sale of any dividend or distribution of rights or of the net    
proceeds of the sale thereof or the delivery of any Regulation S Deposited      
Securities, until such proof or other information is filed or such              
certifications are executed, or such representations and warranties are made, or
such other documentation or information is provided, in each case to the        
Depositary's, the Custodian's, the Registrar's and the Company's satisfaction,  
as the case may be. The Depositary shall provide the Company, in a timely       
manner, with copies or originals if necessary and appropriate of (i) any such   
proofs of citizenship or residence, taxpayer status, or exchange control        
approval which it receives from Holders and Beneficial Owners, and (ii) any     
other information or documents which the Company may reasonably request and     
which the Depositary shall request and receive from any Holder or Beneficial    
Owner or any person presenting Shares for deposit or Regulation S ADSs evidenced
by Regulation S ADRs for cancellation and withdrawal of the Regulation S        
Deposited Securities. Nothing herein shall obligate the Depositary to (i) obtain
any information for the Company if not provided by the Holders or Beneficial    
Owners or (ii) verify or vouch for the accuracy of the information so provided  
by the Holders or Beneficial Owners.                                            

    Section 3.2 Liability of Holders and Beneficial Owners for Taxes and Other
Charges. If any tax or other governmental charge shall become payable with      
respect to any Regulation S ADR or any Regulation S Deposited Securities or     
Regulation S ADS, such tax or other governmental charge shall be payable by the 
Holders and Beneficial Owners to the Depositary. The Company, the Custodian     
and/or the Depositary may withhold or deduct from any distributions made in     
respect of Regulation S Deposited Securities and may sell for the account of the
Holder and/or Beneficial Owner any part or all of the Regulation S Deposited    
Securities and apply such distributions and sale proceeds in payment of such    
taxes (including applicable interest and penalties) or charges, the Holder and  
the Beneficial Owner remaining liable for any deficiency. The Custodian or the  
Depositary may refuse the deposit of Shares and the withdrawal of Regulation S  
Deposited Securities; the Depositary may refuse to issue Regulation S ADSs, to  
deliver Regulation S ADRs; and the Registrar may refuse to register the         
transfer, split-up or combination of Regulation S ADRs until payment in full of 
such tax, charge, penalty or interest is received. Every Holder and Beneficial  
Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of
their agents, officers, employees and Affiliates for, and to hold each of them  
harmless from, any claims with respect to taxes (including applicable interest  
and penalties thereon) arising from any tax benefit obtained for such Holder    
and/or Beneficial Owner.                                                        

    Section 3.3 Representations and Warranties on Deposit, Transfer, Surrender
and Withdrawal of Shares or Regulation S ADRs. Each person depositing Shares    
under this Regulation S Deposit Agreement shall be deemed thereby to represent  
and warrant that (i) such Shares (and the certificates therefor) are duly       
authorized, validly issued, fully paid, non-assessable, and legally obtained by 
such person, (ii) all pre-emptive (and similar) rights with                     

18

F-6
36th Page of 102
TOC
1st
Previous
Next
Bottom
Just 36th

respect to such Shares have been validly waived or exercised, (iii) the person  
making such deposit is duly authorized so to do, (iv) the Shares presented for  
deposit are free and clear of any lien, encumbrance, security interest, charge, 
mortgage or adverse claim, and (v) the Shares presented for deposit have not    
been stripped of any rights or entitlements, and are not, and the Regulation S  
ADSs will not be, "restricted securities" (within the meaning of Rule 144(a)(3) 
under the Securities Act). Such representations and warranties shall survive the
deposit and withdrawal of Shares and the issuance and cancellation of Regulation
S ADSs in respect thereof and the transfer of such Regulation S ADSs. If any    
such representations or warranties are false in any way, the Company and 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.                                                                        

Each person depositing Shares, taking delivery of or transferring     
Regulation S ADSs or any beneficial interest therein, or surrendering Regulation
S ADSs or any beneficial interest therein and withdrawing Shares under this     
Regulation S Deposit Agreement shall be deemed thereby to acknowledge that the  
Regulation S ADRs, the Regulation S ADSs evidenced thereby and the Shares       
represented thereby have not been and will not be registered under the          
Securities Act, and may not be offered, sold, pledged or otherwise transferred  
except in accordance with the restrictions on transfer set forth in the         
Securities Act Legend, and such person shall be deemed thereby to represent and 
warrant that such deposit, transfer or surrender or withdrawal (as applicable)  
complies with the foregoing restrictions. Such representations and warranties   
shall survive any such deposit, transfer or surrender and withdrawal of the     
Shares or the Regulation S ADRs or any beneficial interest therein.             

     Section 3.4 Compliance with Information Requests. Notwithstanding any other
provision of this Regulation S Deposit Agreement, each Holder and Beneficial    
Owner agrees to comply with requests from the Company or the Depositary pursuant
to Hong Kong law, the rules and requirements of the Hong Kong Stock Exchange,   
any other stock exchange on which the Shares are, or may be, registered, traded 
or listed, or the Articles of Association of the Company, which are made to     
provide information, inter alia, as to the capacity in which such Holder or     
Beneficial Owner holds or owns Regulation S ADSs (and Shares, as the case may   
be) and regarding the identity of any other person interested in such Regulation
S ADSs, the nature of such interest and various related matters, whether or not 
they are Holders and/or Beneficial Owners at the time of such request. The      
Depositary agrees to use its reasonable efforts to forward upon the request of  
the Company, at the Company's expense, any such request from the Company to the 
Holders and to forward to the Company any such responses to such requests       
received by the Depositary.                                                     

ARTICLE IV

 THE REGULATION S DEPOSITED SECURITIES

Section 4.1 Cash Distributions. Whenever the Depositary receives      
confirmation from the Custodian of the receipt of any cash dividend or other    
cash distribution on any Regulation S Deposited Securities, or receives proceeds
from the sale of any Shares, rights, securities or other entitlements under the 
terms hereof, the Depositary will, if at the time of receipt thereof any amounts
received in Foreign Currency can, in the judgment of the Depositary             

19

F-6
37th Page of 102
TOC
1st
Previous
Next
Bottom
Just 37th

(pursuant to Section 4.7 hereof), be converted on a practical basis into Dollars
transferable to the U.S., promptly convert, or cause to be converted, such cash 
dividend, distribution or proceeds into Dollars (on the terms described in      
Section 4.7) and will promptly distribute the amount thus received (net of      
applicable (a) fees and charges of, and expenses incurred by, the Depositary and
(b) taxes withheld) to the Holders entitled thereto, in proportion to the number
of Rule 144A ADSs representing such Rule 144A Deposited Securities held by them 
respectively. 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 Regulation S ADSs     
outstanding at the time of the next distribution. If the Company, the Custodian 
or the Depositary is required to withhold and does withhold from any cash       
dividend or other cash distribution in respect of any Regulation S Deposited    
Securities an amount on account of taxes, duties or other governmental charges, 
the amount distributed to the Holders in respect of Regulation S ADSs           
representing such Regulation S Deposited Securities shall be reduced            
accordingly. Such withheld amounts shall be forwarded by the Company, the       
Custodian or the Depositary to the relevant governmental authority. Evidence of 
payment thereof by the Company shall be forwarded by the Company to the         
Depositary upon request.                                                        

Section 4.2 Distributions in Shares. If any distribution upon any     
Regulation S Deposited Securities consists of a dividend in, or free            
distribution of, Shares, the Company shall cause such Shares to be deposited    
with the Custodian and, if applicable, registered in the name of the Depositary,
the Custodian or any of their nominees. Upon receipt of confirmation of such    
deposit from the Custodian, the Depositary shall establish the Regulation S ADS 
Record Date upon the terms described in Section 4.8 hereof and shall, subject to
Section 5.5 hereof, either (i) distribute as promptly as practicable to the     
Holders as of the Regulation S ADS Record Date in proportion to the number of   
Regulation S ADSs held by them respectively as of the Regulation S ADS Record   
Date, additional Regulation S ADSs, which represent in the aggregate the number 
of Shares received as such dividend or free distribution, subject to the other  
terms of this Regulation S Deposit Agreement (including, without limitation,    
Section 5.5 hereof, if applicable) by either (x) if Regulation S ADSs are not   
available in book-entry form, issuing additional Regulation S ADRs for an       
aggregate number of Regulation S ADSs representing the number of Shares received
as such dividend or free distribution, or (y) if Regulation S ADSs are available
in book-entry form, reflecting on the records of the Depositary such increase in
the aggregate number of Regulation S ADSs representing such Shares and give     
notice to DTC of the related increase in the number of Regulation S ADSs        
evidenced by the Master Regulation S ADR, or (ii) if additional Regulation S    
ADSs are not so distributed, each Regulation S ADS issued and outstanding after 
the Regulation S ADS Record Date shall, to the extent permissible by law,       
thenceforth also represent rights and interests in the additional Shares        
distributed upon the Regulation S Deposited Securities represented thereby (net 
of applicable (a) fees and charges of, and expenses incurred by, the Depositary 
and (b) taxes). In lieu of delivering fractional Regulation S ADSs, the         
Depositary shall sell the number of Shares represented by the aggregate of such 
fractions and distribute the net proceeds upon the terms described in Section   
4.1. In the event that the Depositary determines that any distribution in Shares
is subject to any tax or other governmental charges which the Depositary is     
obligated to withhold, or, if the Company, in the fulfillment of its obligation 
under Section 5.8 hereof, has furnished an opinion of U.S. counsel determining  
that the distribution to Holders of the Shares, and the Regulation S ADSs       

20

F-6
38th Page of 102
TOC
1st
Previous
Next
Bottom
Just 38th

representing such Shares must be registered under the Securities Act or other   
laws in order to be distributed to Holders (and no such registration statement  
has been declared effective), the Depositary may, after consultation with the   
Company, dispose of all or a portion of such Shares in such amounts and in such 
manner, including by public or private sale, as the Depositary deems necessary  
and practicable, and the Depositary shall distribute the net proceeds of any    
such sale (after deduction of such (a) taxes and (b) fees and charges of, and   
expenses incurred by, the Depositary) to Holders entitled thereto upon the terms
described in Section 4.1. The Depositary shall hold and/or distribute any unsold
balance of such property in accordance with the provisions of this Regulation S 
Deposit Agreement.                                                              

Section 4.3  Elective Distributions. Whenever the Company intends to  
distribute a dividend payable at the election of the holders of Shares in cash  
or in additional Shares, the Company shall give timely notice thereof to the    
Depositary stating whether or not it wishes such elective distribution to be    
made available to Holders of Regulation S ADSs. Upon receipt of a notice        
indicating that the Company wishes such elective distribution to be made        
available to Holders of Regulation S ADSs, the Depositary shall consult with the
Company to determine, and the Company shall assist the Depositary in its        
determination, whether it is lawful and reasonably practicable to make such     
elective distribution available to the Holders of Regulation S ADSs. The        
Depositary shall make such elective distribution available to Holders only if   
the Depositary shall have (i) determined that such distribution is reasonably   
practicable and (ii) received satisfactory documentation within the terms of    
Section 5.8. If the above conditions are not satisfied or if the Company        
requests that such elective distribution not be made available to Holders of    
Regulation S ADSs, the Depositary shall, to the extent permitted by law,        
distribute to the Holders, on the basis of the same determination as is made in 
Hong Kong in respect of the Shares for which no election is made, either (X)    
cash upon the terms described in Section 4.1 or (Y) additional Regulation S ADSs
representing such additional Shares upon the terms described in Section 4.2. If 
the above conditions are satisfied, the Depositary shall establish a Regulation 
S ADS Record Date and establish procedures to enable Holders to elect the       
receipt of the proposed dividend in cash or in additional Regulation S ADSs. The
Company shall assist the Depositary in establishing such procedures to the      
extent necessary. If a Holder elects to receive the proposed dividend (X) in    
cash, the dividend shall be distributed upon the terms described in Section 4.1,
or (Y) in Regulation S ADSs, the dividend shall be distributed upon the terms   
described in Section 4.2. Nothing herein shall obligate the Depositary to make  
available to Holders a method to receive the elective dividend in Shares (rather
than in the form of Regulation S ADSs). There can be no assurance that Holders  
and Beneficial Owners generally, or any Holder or Beneficial Owner in           
particular, will be given the opportunity to receive elective distributions on  
the same terms and conditions as the holders of the Regulation S Deposited      
Securities.                                                                     

  Section 4.4  Distributions of Rights to Purchase Additional Regulation S
ADSs.                                                                           

    (a) Distribution to Regulation S ADS Holders. Whenever the Company intends
to distribute to the holders of Shares rights to subscribe for additional Shares
(in the form of Shares or ADSs), the Company shall give timely notice thereof to
the Depositary stating whether or not it wishes such rights to be made available
to Holders of Regulation S ADSs. Upon receipt of a notice indicating that the   
Company wishes such rights to be made available to Holders of Regulation S ADSs,
the Depositary shall consult with the Company, and the Company shall            

21

F-6
39th Page of 102
TOC
1st
Previous
Next
Bottom
Just 39th

assist the Depositary, to determine whether it is lawful and reasonably         
practicable to make such rights available to the Holders. The Depositary shall  
promptly make such rights available to Holders only if (i) the Company shall    
have requested that such rights be made available to Holders in a timely manner,
(ii) the Depositary shall have received satisfactory documentation within the   
terms of Section 5.8, and (iii) the Depositary shall have determined that such  
distribution of rights is reasonably practicable. In the event any of the       
conditions set forth above are not satisfied or if the Company requests that the
rights not be made available to Holders of Regulation S ADSs, the Depositary    
shall proceed promptly with the sale of the rights as contemplated in Section   
4.4(b) below. In the event all conditions set forth above are satisfied, the    
Depositary shall establish a Regulation S ADS Record Date (upon the terms       
described in Section 4.8) and establish procedures to distribute such rights as 
promptly as practicable (by means of warrants or otherwise) and to enable the   
Holders to exercise the rights (upon payment of applicable (a) fees and charges 
of, and expenses incurred by, the Depositary set forth in Exhibit B and (b)     
taxes). The Company shall assist the Depositary to the extent necessary in      
establishing such procedures. Nothing herein shall obligate the Depositary to   
make available to the Holders a method to exercise such rights to subscribe for 
Shares (rather than for Regulation S ADSs).                                     

(b) Sale of Rights. If (i) the Company does not timely request the    
Depositary to make the rights available to Holders or requests that the rights  
not be made available to Holders, (ii) the Depositary fails to receive          
satisfactory documentation within the terms of Section 5.8 or determines it is  
not reasonably practicable to make the rights available to Holders, or (iii) any
rights made available are not exercised and appear to be about to lapse, the    
Depositary shall determine whether it is lawful and reasonably practicable to   
sell such rights, in a riskless principal capacity, at such place and upon such 
terms (including public and private sale) as it may deem practicable. The       
Company shall assist the Depositary to the extent necessary to determine such   
legality and practicability. The Depositary shall, as promptly as practicable   
and upon such sale, (i) cause the proceeds of such sale, if any, to be converted
into Dollars upon the terms described in Section 4.7, and (ii) distribute the   
proceeds of such sale (net of applicable (a) fees and charges of, and expenses  
incurred by, the Depositary and (b) taxes) upon the terms set forth in Section  
4.1.                                                                            

(c) Lapse of Rights. If the Depositary is unable to make any rights   
available to Holders upon the terms described in Section 4.4(a) or to arrange   
for the sale of the rights upon the terms described in Section 4.4(b), the      
Depositary shall allow such rights to lapse.                                    

  The Depositary shall not be responsible for (i) any failure to determine
that it may be lawful or practicable to make such rights available to Holders in
general or any Holders in particular, (ii) any foreign exchange exposure or loss
incurred in connection with any sale or exercise, or (iii) the content of any   
materials forwarded to the Holders on behalf of the Company in connection with  
the rights distribution.                                                        

Notwithstanding anything to the contrary in this Section 4.4, if      
registration (under the Securities Act or any other applicable law) of the      
rights or the securities to which any rights relate may be required in order for
the Company to offer such rights or such securities to Holders and to sell the  
securities represented by such rights, the Depositary will not distribute such  
rights                                                                          

22

F-6
40th Page of 102
TOC
1st
Previous
Next
Bottom
Just 40th

to the Holders unless and until a registration statement under the Securities   
Act covering such offering is in effect.                                        

 In the event that the Company, the Depositary or the Custodian shall be
required to withhold and does withhold from any distribution of rights an amount
on account of taxes or other governmental charges, the amount distributed to the
Holders of Regulation S ADSs shall be reduced accordingly. In the event that the
Depositary determines that any distribution of Shares or 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 Shares or 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.                     

There can be no assurance that Holders generally, or any Holder in    
particular, will be given the opportunity to exercise rights on the same terms  
and conditions as the holders of Shares or to exercise such rights. Nothing     
herein shall obligate the Company to file any registration statement in respect 
of any rights or Shares or other securities to be acquired upon the exercise of 
such rights.                                                                    

  Section 4.5  Distributions Other Than Cash, Shares or Rights to Purchase
Shares.                                                                         

     (a) Whenever the Company intends to distribute to the holders of Regulation
S Deposited Securities property other than cash, Shares or rights to purchase   
additional Shares, the Company shall give timely notice thereof to the          
Depositary and shall indicate whether or not it wishes such distribution to be  
made available to Holders of Regulation S ADSs. Upon receipt of a notice        
indicating that the Company wishes such distribution to be made available to    
Holders of Regulation S ADSs, the Depositary shall consult with the Company, and
the Company shall assist the Depositary to determine whether such distribution  
is lawful and reasonably practicable. The Depositary shall not make such        
distribution unless (i) the Company shall have requested the Depositary to make 
such distribution to Holders, (ii) the Depositary shall have received           
satisfactory documentation within the terms of Section 5.8, and (iii) the       
Depositary shall have determined that such distribution is reasonably           
practicable.                                                                    

(b) Upon receipt of satisfactory documentation and the request of the 
Company to distribute property to Holders of Regulation S ADSs and after making 
the requisite determinations set forth in (a) above, the Depositary shall       
distribute the property so received to the Holders of record as of the          
Regulation S ADS Record Date, in proportion to the number of Regulation S ADSs  
held by them respectively and in such manner as the Depositary may deem         
practicable for accomplishing such distribution (i) upon receipt of payment or  
net of the applicable fees and charges of, and expenses incurred by, the        
Depositary, and (ii) net of any taxes withheld. The Depositary may dispose of   
all or a portion of the property so distributed and deposited, in such amounts  
and in such manner (including public or private sale) as the Depositary may deem
practicable or necessary to satisfy any taxes (including applicable interest and
penalties) or other governmental charges applicable to the distribution.        

(c) If (i) the Company does not request the Depositary to make such   
distribution to Holders or requests not to make such distribution to Holders,   
(ii) the Depositary does not receive satisfactory documentation within the terms
of Section 5.8, or (iii) the Depositary determines that                         

23

F-6
41st Page of 102
TOC
1st
Previous
Next
Bottom
Just 41st

all or a portion of such distribution is not reasonably practicable, the        
Depositary shall sell or cause such property to be sold in a public or private  
sale, at such place or places and upon such terms as it may deem practicable and
shall (i) cause the proceeds of such sale, if any, to be converted into Dollars 
upon the terms described in Section 4.7 and (ii) distribute the proceeds of such
conversion received by the Depositary (net of applicable (a) fees and charges   
of, and expenses incurred by, the Depositary and (b) taxes) to the Holders as of
the Regulation S ADS Record Date upon the terms of Section 4.1. If the          
Depositary is unable to sell such property, the Depositary may dispose of such  
property in any way it deems reasonably practicable under the circumstances.    

  Section 4.6  Redemption. If the Company intends to exercise any right of
redemption in respect of any of the Regulation S Deposited Securities, the      
Company shall give timely notice thereof to the Depositary setting forth the    
particulars of the proposed redemption. Upon receipt of such (i) notice and (ii)
satisfactory documentation given by the Company to the Depositary within the    
terms of Section 5.8, and only if the Depositary shall have determined that such
proposed redemption is reasonably practicable, the Depositary shall send to each
Holder a notice setting forth the intended exercise by the Company of the       
redemption rights and any other particulars set forth in the Company's notice to
the Depositary. The Depositary shall instruct the Custodian to present to the   
Company the Regulation S Deposited Securities in respect of which redemption    
rights are being exercised against payment of the applicable redemption price.  
Upon receipt of confirmation from the Custodian that the redemption has taken   
place and that funds representing the redemption price have been received, the  
Depositary shall convert, transfer, and distribute the proceeds (net of         
applicable (a) fees and charges of, and the expenses incurred by, the           
Depositary, and (b) taxes), retire Regulation S ADSs and cancel Regulation S    
ADRs upon delivery of such Regulation S ADSs by Holders thereof and the terms   
set forth in Sections 4.1 and 6.2 hereof. If less than all outstanding          
Regulation S Deposited Securities are redeemed, the Regulation S ADSs to be     
retired will be selected by lot or on a pro rata basis, as may be determined by 
the Depositary. The redemption price per Regulation S ADS shall be the per share
amount received by the Depositary upon the redemption of the Regulation S       
Deposited Securities represented by Regulation S ADSs (subject to the terms of  
Section 4.7 hereof and applicable (a) fees and charges of, and expenses incurred
by, the Depositary, and (b) taxes) multiplied by the number of Regulation S     
Deposited Securities represented by each Regulation S ADS redeemed.             

     Section 4.7  Conversion of Foreign Currency. Whenever the Depositary or the
Custodian shall receive Foreign Currency, by way of dividends or other          
distributions or the net proceeds from the sale of securities, property or      
rights, which in the judgment of the Depositary can at such time be converted on
a practicable basis, into Dollars transferable to the U.S. and distributable to 
Holders entitled thereto, the Depositary shall convert or cause to be converted 
as promptly as practicable, by sale or in any other manner that it may          
determine, such Foreign Currency into Dollars, and shall distribute as promptly 
as practicable such Dollars (net of any applicable fees, or any reasonable and  
customary expenses incurred on behalf of the Holders in complying with currency 
exchange control or other governmental requirements) in accordance with the     
terms of the applicable sections of this Regulation S Deposit Agreement. If the 
Depositary shall have distributed warrants or other instruments that entitle the
holders thereof to such Dollars, the Depositary shall distribute as promptly as 
practicable such Dollars to the holders of such warrants and/or instruments upon
surrender thereof for cancellation, in either                                   

24

F-6
42nd Page of 102
TOC
1st
Previous
Next
Bottom
Just 42nd

case without liability for interest thereon. Such distribution shall be made    
upon an averaged or other practicable basis without regard to any distinctions  
among Holders on account of any application of exchange restrictions or         
otherwise.                                                                      

     If such conversion or distribution generally or with regard to a particular
Holder can be effected only with the approval or license of any government or   
agency thereof, the Depositary shall have authority to file such application for
approval or license, if any, as it may deem desirable, in which case such       
filings shall be made as promptly as practicable. In no event, however, shall   
the Depositary be obligated to make such a filing.                              

If at any time the Depositary shall determine that in its judgment the
conversion of any Foreign Currency and the transfer and distribution of proceeds
of such conversion received by the Depositary is not practicable or lawful, or  
if any approval or license of any governmental authority or agency thereof that 
is required for such conversion, transfer or distribution is denied or, in the  
opinion of the Depositary, not obtainable at a reasonable cost or within a      
reasonable period, the Depositary may, in its reasonable discretion, (i) make   
such conversion and distribution in Dollars to the Holders for whom such        
conversion, transfer and distribution is lawful and practicable, (ii) distribute
the Foreign Currency (or an appropriate document evidencing the right to receive
such Foreign Currency) received by the Depositary to Holders for whom this is   
lawful and practicable, and (iii) hold (or cause the Custodian to hold) such    
Foreign Currency (without liability for interest thereon) for the respective    
accounts of, the Holders entitled to receive the same.                          

Section 4.8  Fixing of Regulation S ADS Record Date. Whenever the     
Depositary shall receive notice of the fixing of a record date by the Company   
for the determination of holders of Regulation S Deposited Securities entitled  
to receive any distribution (whether in cash, Shares, rights or other           
distribution), or whenever, for any reason, the Depositary causes a change in   
the number of Shares that are represented by each Regulation S ADS, or whenever 
the Depositary shall receive notice of any meeting of, or solicitation of       
consents, or of proxies of, holders of Shares or other Regulation S Deposited   
Securities, or whenever the Depositary finds it necessary or convenient in      
connection with the giving of any notice, solicitation of any consent or any    
other matter, the Depositary shall fix a record date (the "Regulation S ADS     
Record Date") for the determination of the Holders of Regulation S ADRs who     
shall be entitled to receive such dividend or distribution, to give instructions
for the exercise of voting rights at any such meeting, or to give or withhold   
such consent, or to receive such notice or solicitation or to otherwise take    
action, or to exercise the rights of Holders with respect to such changed number
of Shares represented by each Regulation S ADS. To the extent practicable, the  
Regulation S ADS Record Date shall be the same date as the record date for the  
Regulation S Deposited Securities (if any) set by the Company in Hong Kong.     
Subject to applicable law and the provisions of Sections 4.1 through 4.7 and to 
the other terms and conditions of this Regulation S Deposit Agreement, only the 
Holders of Regulation S ADRs at the close of business in New York on such       
Regulation S ADS Record Date shall be entitled to receive such distribution, to 
give such voting instructions, to receive such notice or solicitation, or       
otherwise take action, as the case may be.                                      

Section 4.9  Voting of Regulation S Deposited Securities. As soon as  
practicable after receipt from the Company of notice of any meeting at which the
holders of Shares are entitled to vote, or of solicitation of consents or       
proxies from holders of Shares or other                                         

25

F-6
43rd Page of 102
TOC
1st
Previous
Next
Bottom
Just 43rd

Regulation S Deposited Securities, the Depositary shall fix the Regulation S ADS
Record Date in respect of such meeting or solicitation of consent or proxy. The 
Depositary shall, if requested by the Company in writing in a timely manner (the
Depositary having no obligation to take any further action if the request shall 
not have been received by the Depositary at least thirty (30) days prior to the 
date of such vote or meeting) and, at the Company's expense and provided no U.S.
legal prohibitions exist, distribute to Holders as of the Regulation S ADS      
Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b)
a statement that the Holders at the close of business in New York on the        
Regulation S ADS Record Date will be entitled, subject to any applicable law,   
the provisions of this Regulation S Deposit Agreement, the Articles of          
Association of the Company and the provisions of or governing the Regulation S  
Deposited Securities, to instruct the Depositary as to the exercise of the      
voting rights, if any, pertaining to the Shares or other Regulation S ADSs, and 
(c) a brief statement as to the manner in which such voting instructions may be 
given. Voting instructions may be given only in respect of a number of          
Regulation S ADSs representing an integral number of Shares or other Regulation 
S Deposited Securities. Upon the timely receipt from a Holder of Regulation S   
ADSs as of the Regulation S ADS Record Date of voting instructions in the manner
specified by the Depositary, the Depositary shall endeavor, insofar as          
practicable and permitted under applicable law, the provisions of this          
Regulation S Deposit Agreement, the Articles of Association of the Company and  
the provisions of the Regulation S Deposited Securities, to vote or cause the   
Custodian to vote the Shares and/or other Regulation S Deposited Securities (in 
person or by proxy) represented by such Holder's of Regulation S ADSs in        
accordance with such instructions.                                              

  Neither the Depositary nor the Custodian shall, under any circumstances,
exercise any discretion as to voting and neither the Depositary nor the         
Custodian shall vote, attempt to exercise the right to vote, or in any way make 
use of the Shares or other Regulation S Deposited Securities represented by     
Regulation S ADSs except pursuant to and in accordance with such instructions   
from Holders. If the Depositary timely receives voting instructions from a      
Holder which fail to specify the manner in which the Depositary is to vote the  
Regulation S Deposited Securities represented by such Holder's Regulation S     
ADSs, the Depositary will deem such Holder (unless otherwise specified in the   
notice distributed to Holders) to have instructed the Depositary to vote in     
favor of the items set forth in such voting instructions. If no instructions are
received by the Depositary from any Holder with respect to any of the Shares or 
other Regulation S Deposited Securities represented by the Regulation S ADSs    
evidenced by such Holder's Regulation S ADRs, such Holder shall be deemed to    
have instructed the Depositary to give a discretionary proxy to a person        
designated by the Company with respect to such amount of Shares or Regulation S 
Deposited Securities and the Depositary shall give a discretionary proxy to a   
person designated by the Company to vote such amount of Shares or Regulation S  
Deposited Securities, provided, that no such instruction shall be deemed given  
and no such discretionary proxy shall be given with respect to any matter as to 
which the Company informs the Depositary (and the Company agrees to provide such
information as promptly as practicable in writing) that (x) substantial         
opposition exists or (y) such matter materially and adversely affects the rights
of holders of Shares, in which case, the Regulation S Deposited Securities      
represented by Regulation S ADSs for which no specific voting instructions are  
received by the Depositary from the Holder shall not be voted. Notwithstanding  
anything else contained herein, the Depositary shall, if so requested in writing
by the Company, represent all Regulation S Deposited Securities (whether or not 
voting instructions have been received in respect of such                       

26

F-6
44th Page of 102
TOC
1st
Previous
Next
Bottom
Just 44th

Regulation S Deposited Securities from Holders as of the Regulation S ADS Record
Date) for the sole purpose of establishing quorum at a meeting of shareholders. 

There can be no assurance that Holders generally or any Holder in     
particular will receive the notice described above with sufficient time to      
enable the Holder to return voting instructions to the Depositary in a timely   
manner.                                                                         

Notwithstanding anything else contained in this Regulation S Deposit  
Agreement, the Depositary shall not have any obligation to take any action with 
respect to any meeting, or solicitation of consents or proxies, of holders of   
Regulation S Deposited Securities if the taking of such action would violate    
U.S. laws. The Company agrees to take any and all actions reasonably necessary  
to enable Holders and Beneficial Owners to exercise the voting rights accruing  
to the Regulation S Deposited Securities and to deliver to the Depositary an    
opinion of U.S. counsel addressing any actions requested to be taken if so      
requested by the Depositary.                                                    

     Section 4.10  Changes Affecting Regulation S Deposited Securities. Upon any
change in nominal or par value, split-up, cancellation, consolidation or any    
other reclassification of Regulation S 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 which shall be  
received by the Depositary or the Custodian in exchange for, or in conversion,  
replacement or otherwise in respect of, such Regulation S Deposited Securities  
shall, to the extent permitted by law, be treated as new Regulation S Deposited 
Securities under this Regulation S Deposit Agreement, and the Regulation S ADRs 
shall, subject to the terms of this Regulation S Deposit Agreement and          
applicable law, evidence Regulation S ADSs representing the right to receive    
such replacement securities. The Depositary may, with the Company's approval,   
and shall, if the Company shall so request, subject to the terms of this        
Regulation S Deposit Agreement and receipt of an opinion of counsel satisfactory
to the Depositary that such distributions are not in violation of any applicable
laws or regulations, execute and deliver additional Regulation S ADRs or make   
appropriate adjustments in its records, as in the case of a stock dividend on   
the Shares, or call for the surrender of outstanding Regulation S ADRs to be    
exchanged for new Regulation S ADRs, in either case, as well as in the event of 
newly deposited Shares, with necessary modifications to the form of Regulation S
ADR contained in Exhibit A hereto, specifically describing such new Regulation S
Deposited Securities or corporate change.                                       

   Notwithstanding the foregoing, in the event that any security so received
may not be lawfully distributed to some or all Holders, the Depositary may, with
the Company's approval, and shall, if the Company shall so request, subject to  
receipt of an opinion of counsel satisfactory to the Depositary that such action
is not in violation of any applicable laws or regulations, sell such securities 
at public or private sale, at such place or places and upon such terms as it may
deem proper, and may allocate the net proceeds of such sales (net of applicable 
(a) fees and charges of, and expenses incurred by, the Depositary, and (b)      
taxes) for the account of the Holders otherwise entitled to such securities upon
an averaged or other practicable basis without regard to any distinctions among 
such Holders and distribution the net proceeds so allocated to the extent       
practicable as in the case of a distribution received pursuant to Section 4.1.  
The Depositary shall not be responsible for (i) any failure to determine that it
is lawful or practicable to make such securities available to Holders in general
or to any Holder in particular, (ii) any                                        

27

F-6
45th Page of 102
TOC
1st
Previous
Next
Bottom
Just 45th

foreign exchange exposure or loss incurred in connection with such sale, or     
(iii) any liability to the purchaser of such securities.                        

     Section 4.11  Transmittal by the Depositary of Company Notices, Reports and
Communications. The Depositary shall make available for inspection during       
business hours by Holders at its Principal New York Office copies of this       
Regulation S Deposit Agreement, any notices, reports or communications,         
including any proxy soliciting materials, received from the Company which are   
both (a) received by the Depositary or the Custodian, or the nominee of either  
of them, as the holder of the Regulation S Deposited Securities, and (b) made   
generally available to the holders of such Regulation S Deposited Securities by 
the Company. The Depositary shall also distribute to Holders, at the Company's  
request and expense, copies of such notices, reports and communications when    
furnished by the Company to the Depositary pursuant to Section 5.7.             

Section 4.12  Taxation. The Depositary will, and will instruct the    
Custodian to, forward to the Company or its agents such information from its    
records as the Company may reasonably request to enable the Company or its      
agents to file the necessary tax reports with governmental authorities or       
agencies. The Depositary, the Custodian or the Company and its agents may file  
such reports as are necessary to reduce or eliminate applicable taxes on        
dividends and on other distributions in respect of Regulation S Deposited       
Securities under applicable tax treaties or laws for the Holders and Beneficial 
Owners. In accordance with instructions from the Company and to the extent      
practicable, the Depositary or the Custodian will take reasonable administrative
actions to obtain tax refunds, reduced withholding of tax at source on dividends
and other benefits under applicable tax treaties or laws with respect to        
dividends and other distributions on the Regulation S Deposited Securities. As a
condition to receiving such benefits, Holders and Beneficial Owners of          
Regulation S ADSs may be required from time to time, and in a timely manner, to 
file such proof of taxpayer status, residence and beneficial ownership (as      
applicable), to execute such certificates and to make such representations and  
warranties, or to provide any other information or documents, as the Depositary 
or the Custodian may deem necessary or proper to fulfill the Depositary's or the
Custodian's obligations under applicable law and under this Regulation S Deposit
Agreement. The Holders and Beneficial Owners shall indemnify the Depositary, the
Company, the Custodian and any of their respective directors, employees, agents 
and Affiliates against, and hold each of them harmless from, any claims by any  
governmental authority with respect to taxes, additions to tax, penalties or    
interest arising out of any refund of taxes, reduced rate of withholding at     
source or other tax benefit obtained.                                           

   If the Company (or any of its agents) withholds from any distribution any
amount on account of taxes or governmental charges, or pays any other tax in    
respect of such distribution (i.e., stamp duty tax, capital gains or other      
similar tax), the Company shall (and shall cause such agent to) remit as        
promptly as practicable to the Depositary information about such taxes or       
governmental charges withheld or paid, and, if so requested, the tax receipt (or
other proof of payment to the applicable governmental authority) therefor, in   
each case, in a form satisfactory to the Depositary. The Depositary shall, to   
the extent required by U.S. law, report to Holders any taxes withheld by it or  
the Custodian, and, if such information is provided to it by the Company, any   
taxes withheld by the Company. The Depositary and the Custodian shall not be    
required to provide the Holders with any evidence of the remittance by the      
Company (or its agents) of any taxes withheld, or of the payment of taxes by the
Company, except to the extent the evidence is                                   

28

F-6
46th Page of 102
TOC
1st
Previous
Next
Bottom
Just 46th

provided by the Company to the Depositary. Neither the Depositary nor the       
Custodian shall be liable for the failure by any Holder or Beneficial Owner to  
obtain the benefits of credits on the basis of non-U.S. tax paid against such   
Holder's or Beneficial Owner's income tax liability.                            

     The Depositary is under no obligation to provide the Holders and Beneficial
Owners with any information about the tax status of the Company. The Depositary 
shall not incur any liability for any tax consequences that may be incurred by  
Holders and Beneficial Owners on account of their ownership of the Regulation S 
ADSs, including without limitation, tax consequences resulting from the Company 
(or any of its subsidiaries) being treated as a "Foreign Personal Holding       
Company," or as a "Passive Foreign Investment Company" (in each case as defined 
in the U.S. Internal Revenue Code and the regulations issued thereunder) or     
otherwise.                                                                      

     Section 4.13  Available Information. The Company has submitted a request to
the Commission to be included in the list of foreign private issuers that claim 
exemption from the registration requirements of Section 12(g) of the Securities 
Exchange Act. Pursuant to the information exemption under Rule 12g3-2(b) under  
the Securities Exchange Act, the Company shall furnish the Commission with (a)  
public reports and documents required by the laws of Hong Kong, and (b) certain 
public reports and documents (i) required to be filed pursuant to the rules of  
the Hong Kong Stock Exchange or any other securities exchange on which any      
securities of the Company may be listed or (ii) otherwise required to be        
furnished to its shareholders, in accordance with such Rule. Should the Company 
become subject to additional informational requirements, it shall in accordance 
therewith file reports and other information with the Commission. If, at any    
time prior to the termination of this Regulation S Deposit Agreement, the       
Company is neither a reporting company under Section 13 or Section 15(d) of the 
Securities Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b)    
under the Securities Exchange Act, the Company hereby undertakes to provide to  
any Holder or Beneficial Owner or any prospective purchaser designated by such  
Holder or Beneficial Owner, upon the request of such Holder or Beneficial Owner 
or prospective purchaser, copies of the information required to be delivered    
pursuant to Rule 144A(d)(4) under the Securities Act and otherwise comply with  
Rule 144A in connection with resales of Regulation S ADSs and Shares.           

   The Company hereby directs the Depositary to deliver such information, to
the extent made available to the Depositary by the Company, during any period in
which the Company informs the Depositary it is subject to the information       
delivery requirements of Rule 144A (d)(4) to any such Holder, identified        
Beneficial Owner or prospective purchaser at the request of such person. The    
Company agrees to reimburse the Depositary for its reasonable expenses in       
connection with such deliveries and to provide the Depositary with such         
information in such quantities as the Depositary may from time to time          
reasonably request.                                                             

ARTICLE V 

 THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

Section 5.1 Maintenance of Depositary's Office and Register. Until the
termination of this Regulation S Deposit Agreement in accordance with its terms,
the Depositary shall maintain in the Borough of Manhattan, the City of New York,
facilities for the execution and                                                

29

F-6
47th Page of 102
TOC
1st
Previous
Next
Bottom
Just 47th

delivery, registration, registration of transfers and surrender of Regulation S 
ADRs and ADSs in accordance with the provisions of this Regulation S Deposit    
Agreement.                                                                      

  The Depositary shall keep books in its Principal New York Office for the
registration of Regulation S ADRs and transfers of Regulation S ADRs, which     
office shall be open at all reasonable times for inspection by Holders and by   
the Company (and the Company will have the right to take copies thereof and to  
require the Depositary, the Registrar and any co-registrars, to supply copies of
such portion of such records at the Company's request and expense), provided    
that such inspection shall not, to the Depositary's knowledge, 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 this Regulation S 
Deposit Agreement, the Regulation S ADSs or the Regulation S ADRs.              

    Subject to Section 2.8 hereof, the Depositary may close the transfer books
with respect to Regulation S ADRs, at any time or from time to time, when deemed
necessary or advisable by it in good faith in connection with the performance of
its duties hereunder, or at the reasonable request of the Company.              

If the Regulation S ADSs are listed on one or more stock exchanges or 
automated quotation systems in the U.S., the Depositary shall act as Registrar  
or appoint a Registrar or one or more co-registrars for registration of ADRs and
transfers, combinations and split-ups, and to countersign such ADRs in          
accordance with any requirements of such exchanges or systems. Such Registrar or
co-registrars may be removed and substitutes may be appointed by the Depositary.
The Depositary may appoint one or more co-transfer agents for the purpose of    
effecting transfers, combinations and split-ups of Regulation S ADRs at         
designated transfer offices on behalf of the Depositary. Such co-transfer agents
may be removed and substitutes may be appointed by the Depositary.              

    Section 5.2 Exoneration. Neither the Depositary nor the Company nor any of
their respective directors, employees, agents or Affiliates shall be obligated  
to do or perform any act which is inconsistent with the provisions of this      
Regulation S Deposit Agreement or incur any liability (i) if the Depositary or  
the Company shall be prevented or forbidden from, or delayed in, doing or       
performing any act or thing required by the terms of this Regulation S Deposit  
Agreement, by reason of any provision of any present or future law or regulation
of the U.S., Hong Kong or any other country, or of any other governmental       
authority or regulatory authority or stock exchange, or on account of the       
possible criminal or civil penalties or restraint, or by reason of any          
provision, present or future, of the Articles of Association of the Company or  
any provision of, or governing, any Regulation S Deposited Securities, or by    
reason of any provision of any securities issued or distributed by the Company, 
or any offering or distribution thereof or by reason of any act of God or war or
other circumstances beyond its control (including, without limitation,          
nationalization, expropriation, currency restrictions, work stoppage, strikes,  
civil unrest, acts of terrorism, revolutions, rebellions, explosions and        
computer failure), (ii) by reason of any exercise of, or failure to exercise,   
any discretion provided for in this Regulation S Deposit Agreement or in the    
Articles of Association of the Company or provisions of or governing Regulation 
S Deposited Securities, (iii) for any action or inaction in reliance upon the   
advice or information from legal counsel, accountants, any person presenting    
Shares for deposit, any Holder, any Beneficial Owner or authorized              
representative thereof, or any other person believed                            

30

F-6
48th Page of 102
TOC
1st
Previous
Next
Bottom
Just 48th

by it in good faith to be competent to give such advice or information, (iv) for
the inability by a Holder or Beneficial Owner to benefit from any distribution, 
offering, right or other benefit which is made available to holders of Shares   
but is not, under the terms of this Regulation S Deposit Agreement, made        
available to Holders of Regulation S ADSs or (v) for any consequential or       
punitive damages for any breach of the terms of this Regulation S Deposit       
Agreement.                                                                      

    The Depositary, its controlling persons, its agents, any Custodian and the
Company, its controlling persons and its agents may rely and shall be protected 
in acting upon any written notice, request or other document believed by it to  
be genuine and to have been signed or presented by the proper party or parties. 

No disclaimer of liability under the Securities Act is intended by any
provision of this Regulation S Deposit Agreement.                               

Section 5.3 Standard of Care. The Company and the Depositary assume no
obligation and shall not be subject to any liability under this Regulation S    
Deposit Agreement or any Regulation S ADRs to any Holder or Beneficial Owner,   
except that the Company and the Depositary agree to perform their respective    
obligations specifically set forth in this Regulation S Deposit Agreement or the
applicable Regulation S ADRs without negligence or bad faith.                   

Without limitation of the foregoing, neither the Depositary, nor the  
Company, nor any of their respective controlling persons, or agents, shall be   
under any obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Regulation S Deposited Securities or in respect of 
the Regulation S ADRs, which in its opinion may involve it in expense or        
liability, unless indemnity satisfactory to it against all expense (including   
fees and disbursements of counsel) and liability be furnished as often as may be
required (and no Custodian shall be under any obligation whatsoever with respect
to such proceedings, the responsibility of the Custodian being solely to the    
Depositary).                                                                    

    The Depositary and its agents shall not be liable for any failure to carry
out any instructions to vote any of the Regulation S Deposited Securities, or   
for the manner in which any vote is cast or the effect of any vote, provided    
that any such action or non-action is in good faith and in accordance with the  
terms of this Regulation S Deposit Agreement. The Depositary shall not incur any
liability for any failure to determine that any distribution or action may be   
lawful or reasonably practicable, for the content of any information submitted  
to it by the Company for distribution to the Holders or for any inaccuracy of   
any translation thereof, for any investment risk associated with acquiring an   
interest in the Regulation S Deposited Securities, for the validity or worth of 
the Regulation S Deposited Securities, for the creditworthiness of any third    
party, or for any tax consequences that may result from the ownership of        
Regulation S ADSs, Shares or Regulation S Deposited Securities, for allowing any
rights to lapse upon the terms of this Regulation S Deposit Agreement or for the
failure or timeliness of any notice from the Company.                           

Section 5.4 Resignation and Removal of the Depositary; Appointment of 
Successor Depositary. The Depositary may at any time resign as Depositary       
hereunder by written notice of resignation delivered to the Company, such       
resignation to take effect upon the                                             

31

F-6
49th Page of 102
TOC
1st
Previous
Next
Bottom
Just 49th

earlier to occur of (i) the 90th day after delivery thereof to the Company      
(whereupon the Depositary shall be entitled to take the actions contemplated in 
Section 6.2), or (ii) the appointment by the Company of a successor depositary  
and its acceptance of such appointment as hereinafter provided.                 

    The Depositary may at any time be removed by the Company by written notice
of removal delivered to the Depositary, which notice of removal shall be        
effective upon the later of (i) the 90th day after delivery thereof to the      
Depositary (whereupon the Depositary shall be entitled to take the actions      
contemplated in Section 6.2), or (ii) the appointment by the Company of a       
successor depositary and its acceptance of such appointment as hereinafter      
provided.                                                                       

In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall use its best efforts to appoint a successor          
depositary, which shall be a bank or trust company having an office in the      
Borough of Manhattan, The City of New York. Every successor depositary shall    
execute and deliver to its predecessor and to the Company an instrument in      
writing accepting its appointment hereunder, and thereupon such successor       
depositary, without any further act or deed (except as required by applicable   
law), shall become fully vested with all the rights, powers, duties and         
obligations of its predecessor (other than as contemplated in Sections 5.5 and  
5.9). The predecessor depositary, upon payment of all sums due it and on the    
written request of the Company and without additional consideration therefor,   
shall (i) execute and deliver an instrument transferring to such successor all  
rights and powers of such predecessor hereunder (other than as contemplated in  
Sections 5.5 and 5.9), (ii) duly assign, transfer and deliver all right, title  
and interest in the Regulation S Deposited Securities to such successor, (iii)  
deliver to such successor a list of the Holders of all outstanding Regulation S 
ADRs and such other information relating to Regulation S ADRs and Holders       
thereof as the successor may reasonably request and (iv) take such action as the
Company may reasonably request. Any such successor depositary shall promptly    
mail notice of its appointment to the Holders.                                  

Any corporation into or with which the Depositary may be merged or    
consolidated shall be the successor of the Depositary without the execution or  
filing of any document or any further act.                                      

   Section 5.5 Fees and Charges of Depositary. The Company, the Holders, the
Beneficial Owners, and persons depositing Shares or surrendering Regulation S   
ADSs for cancellation and withdrawal of Regulation S Deposited Securities shall 
be required to pay to the Depositary the Depositary's fees and related charges  
identified as payable by them respectively in the Fee Schedule attached hereto  
as Exhibit B. All fees and charges so payable may, at any time and from time to 
time, be changed by agreement between the Depositary and the Company, but, in   
the case of fees and charges payable by Holders and Beneficial Owners, only in  
the manner contemplated in Section 6.1. The Depositary shall provide, without   
charge, a copy of its latest fee schedule to anyone upon request.               

    The Company agrees to promptly pay to the Depositary such other reasonable
fees and charges and to reimburse the Depositary for such reasonable            
out-of-pocket expenses as the Depositary and the Company may agree to in writing
from time to time. Responsibility for payment of such charges may at any time   
and from time to time be changed by agreement                                   

32

F-6
50th Page of 102
TOC
1st
Previous
Next
Bottom
Just 50th

between the Company and the Depositary. Unless otherwise agreed, the Depositary 
shall present its statement for such expenses and fees or charges to the Company
once every three months or at such intervals as the Company and the Depositary  
may agree. The charges and expenses of the Custodian are for the sole account of
the Depositary.                                                                 

The right of the Depositary to receive payment of fees, charges and   
expenses as provided above shall survive the termination of this Regulation S   
Deposit Agreement. As to any Depositary, upon the resignation or removal of such
Depositary as described in Section 5.4 hereof, such right shall extend for those
fees, charges and expenses incurred prior to the effectiveness of such          
resignation or removal.                                                         

   Section 5.6 The Custodian. The Depositary has initially appointed Bank of
China (Hong Kong) Limited, as custodian of the Depositary for the purpose of    
this Regulation S Deposit Agreement. The Depositary may appoint one or more     
additional or substitute Custodians hereunder. The Custodian or its successors  
in acting hereunder shall be subject at all times and in all respects to the    
direction of the Depositary for the Shares for which the Custodian acts as      
custodian and shall be responsible solely to it. If the Custodian resigns or is 
discharged from its duties hereunder with respect to any Regulation S Deposited 
Securities and no other Custodian has previously been appointed hereunder, the  
Depositary shall promptly appoint a substitute custodian that is authorized to  
act as custodian under the laws of Hong Kong. The Depositary shall require such 
resigning or discharged Custodian to deliver all Regulation S Deposited         
Securities held by it, together with all such records maintained by it as       
Custodian with respect to such Regulation S Deposited Securities as the         
Depositary may request, to the Custodian designated by the Depositary. Whenever 
the Depositary determines, in its discretion, that it is appropriate to do so,  
it may appoint an additional custodian with respect to any Regulation S         
Deposited Securities, or discharge the Custodian with respect to any Regulation 
S Deposited Securities and appoint a substitute custodian, which shall          
thereafter be Custodian hereunder with respect to the Regulation S Deposited    
Securities. Each such substitute or additional custodian shall deliver to the   
Depositary, forthwith upon its appointment, an acceptance of such appointment   
satisfactory in form and substance to the Depositary. Immediately upon any such 
change, the Depositary shall give notice thereof in writing to all Holders of   
Regulation S ADRs, each other Custodian and the Company.                        

     Upon the appointment of any successor depositary, any Custodian then acting
hereunder shall, unless otherwise instructed by the Depositary, continue to be  
the Custodian of the Regulation S Deposited Securities without any further act  
or writing, and shall be subject to the direction of the successor depositary.  
The successor depositary so appointed shall, nevertheless, on the written       
request of any Custodian, execute and deliver to such Custodian all such        
instruments as may be proper to give to such Custodian full and complete power  
and authority to act on the direction of such successor depositary.             

   Section 5.7 Notices and Reports. On or before the first date on which the
Company gives notice, by publication or otherwise, of any meeting of holders of 
any Shares or other Regulation S Deposited Securities, or of any adjourned      
meeting of such holders, or of the taking of any action by such holders other   
than at a meeting, or of the taking of any action in respect of any cash or     
other distribution or offering of any rights in respect of the Shares or other  
Regulation S Deposited Securities, the Company shall transmit to the Depositary 
and to the                                                                      

33

F-6
51st Page of 102
TOC
1st
Previous
Next
Bottom
Just 51st

Custodian a copy of the notice thereof in English, but otherwise in the form    
given or to be given to holders of Shares or other Regulation S Deposited       
Securities. The Company shall also furnish to the Custodian and the Depositary a
summary, in English, of any applicable provisions or proposed provisions of the 
Articles of Association of the Company that may be relevant or pertain to such  
notice of meeting or be the subject of a vote thereat.                          

   In addition, the Company will transmit to the Depositary English-language
versions of the other notices, reports and communications which are generally   
made available by the Company to holders of Shares or other Regulation S        
Deposited Securities. The Depositary will, at the request and expense of the    
Company, make available a copy of any such notices, reports or communications   
issued by the Company and delivered to the Depositary for inspection by the     
Holders of the Regulation S ADRs evidencing the Regulation S ADSs representing  
such Shares governed by such provisions at the Depositary's Principal New York  
Office, at the office of the Custodian and at any other designated transfer     
office. The Depositary shall arrange, at the request of the Company and at the  
Company's expense, for the mailing of copies thereof to all Holders on a basis  
similar to that for holders of Shares or other Regulation S Deposited Securities
or on such other basis as the Company may advise the Depositary.                

    Section 5.8 Issuance of Additional Shares, Etc. The Company agrees that in
the event it or any of its Affiliates proposes (i) an issuance, sale or         
distribution of additional Shares, (ii) an offering of rights to subscribe for  
Shares or other Regulation S Deposited Securities, (iii) an issuance of         
securities convertible into or exchangeable for Shares, (iv) an issuance of     
rights to subscribe for securities convertible into or exchangeable for Shares, 
(v) an elective dividend of cash or Shares, (vi) a redemption of Regulation S   
Deposited Securities, (vii) a meeting of holders of Regulation S Deposited      
Securities, or solicitation of consents or proxies, relating to any             
reclassification of securities, merger or consolidation or transfer of assets or
(viii) any reclassification, recapitalization, reorganization, merger,          
consolidation or sale of assets which affects the Regulation S Deposited        
Securities, it will obtain advice of U.S. Counsel and take all steps necessary  
to ensure that the proposed transaction does not violate the registration       
provisions of the Securities Act, or any other applicable laws (including,      
without limitation, the Investment Company Act of 1940, as amended, the Exchange
Act or the securities laws of the states of the U.S.). In support of the        
foregoing, the Company will furnish to the Depositary (a) a written opinion of  
U.S. counsel for the Company (which counsel shall be reasonably satisfactory to 
the Depositary) stating whether or not the transaction (1) requires a           
registration statement under the Securities Act to be in effect prior to making 
any distribution as contemplated by the transaction or (2) is exempt from the   
registration requirements of the Securities Act and (b) an opinion of Hong Kong 
counsel for the Company stating that (1) making the transaction available to    
Holders and Beneficial Owners does not violate the laws or regulations of Hong  
Kong and (2) all requisite regulatory consents and approvals have been obtained 
in Hong Kong. If the filing of a registration statement is required, the        
Depositary shall not have any obligation to proceed with the transaction unless 
it shall have received evidence reasonably satisfactory to it that such         
registration statement has been declared effective. Notwithstanding anything    
else contained in this Regulation S Deposit Agreement, nothing in this          
Regulation S Deposit Agreement shall be deemed to obligate the Company to file a
registration statement in respect of any proposed transaction. If, being advised
by counsel, the Company determines that a transaction is required to be         
registered under the Securities Act, the Company will either (i) register such  
transaction to the extent necessary, (ii) alter the terms of the transaction to 
avoid the registration requirements                                             

34

F-6
52nd Page of 102
TOC
1st
Previous
Next
Bottom
Just 52nd

of the Securities Act or (iii) direct the Depositary to take specific measures, 
in each case as contemplated in this Regulation S Deposit Agreement, to prevent 
such transaction from violating the registration requirements of the Securities 
Act.                                                                            

    The Company agrees with the Depositary that neither the Company nor any of
its Affiliates will at any time (i) deposit any Shares or other Regulation S    
Deposited Securities, either upon original issuance or upon a sale of Shares or 
other Regulation S Deposited Securities previously issued and reacquired by the 
Company or by any such Affiliate, or (ii) issue additional Shares, rights to    
subscribe for such Shares, securities convertible into or exchangeable for      
Shares or rights to subscribe for such securities, unless such transaction and  
the securities issuable in such transaction are exempt from the registration    
requirements of the Securities Act and, if applicable, the Exchange Act or have 
been registered under the Securities Act and, if applicable, the Exchange Act   
(and such registration statement has been declared effective).                  

     Section 5.9 Indemnification. The Depositary agrees to indemnify the Company
and its directors, officers, employees, agents and Affiliates against, and hold 
each of them harmless from, any direct loss, liability, tax, charge or expense  
of any kind whatsoever (including, but not limited to, the reasonable fees and  
expenses of counsel) which may arise out of acts performed or omitted by the    
Depositary or its directors, employees, agents and Affiliates under the terms   
hereof due to the negligence or bad faith of the Depositary.                    

  The Company agrees to indemnify the Depositary, the Custodian and any of
their respective directors, officers, employees, agents and Affiliates against, 
and hold each of them harmless from, any direct loss, liability, tax, charge or 
expense of any kind whatsoever (including, but not limited to, the reasonable   
fees and expenses of counsel) that may arise (a) out of or in connection with   
any offer, issuance, sale, resale, transfer, deposit or withdrawal of Regulation
S ADRs, Regulation S ADSs, the Shares or other Regulation S Deposited           
Securities, as the case may be, (b) out of or as a result of any offering       
documents in respect thereof, or (c) out of acts performed or omitted,          
including, but not limited to, any delivery by the Depositary on behalf of the  
Company of information regarding the Company in connection with this Regulation 
S Deposit Agreement, the Regulation S ADRs, the Regulation S ADSs, the Shares,  
or any Regulation S Deposited Securities, in any such case (i) by the           
Depositary, the Custodian or any of their respective directors, officers,       
employees, agents and Affiliates, except to the extent such loss, liability,    
tax, charge or expense is due to the negligence or bad faith of any of them, or 
(ii) by the Company or any of its directors, officers, employees, agents and    
Affiliates.                                                                     

    The obligations set forth in this Section shall survive the termination of
this Regulation S Deposit Agreement and the succession or substitution of any   
party indemnified hereby. No Beneficial Owner or Holder shall have any rights   
under this Section 5.9.                                                         

Any person seeking indemnification hereunder (an "indemnified person")
shall notify the person from whom it is seeking indemnification (the            
"indemnifying person") of the commencement of any indemnifiable action or claim 
promptly after such indemnified person becomes aware of such commencement       
(provided that the failure to make such notification shall not affect such      
indemnified person's rights to seek indemnification except to the extent the    
indemnifying person is materially prejudiced by such failure) and shall consult 
in good faith with the indemnifying person as to the conduct of the defense of  
such action or claim that may give                                              

35

F-6
53rd Page of 102
TOC
1st
Previous
Next
Bottom
Just 53rd

rise to an indemnity hereunder, which defense shall be reasonable in the        
circumstances. No indemnified person shall compromise or settle any action or   
claim that may give rise to an indemnity hereunder without the consent of the   
indemnifying person, which consent shall not be unreasonably withheld.          

   Section 5.10 Pre-Release Transactions. In its capacity as depositary, the
Depositary shall not lend Shares or Regulation S ADSs; provided, however, that  
the Depositary may (i) issue Regulation S ADSs prior to the receipt of Shares   
pursuant to Section 2.3 and (ii) deliver Shares prior to the receipt and        
cancellation of Regulation S ADSs pursuant to Section 2.7, including Regulation 
S ADSs which were issued under (i) above but for which Shares may not have been 
received (each such transaction a "Pre-Release Transaction"). The Depositary may
receive Regulation S ADSs in lieu of Shares under (i) above and receive Shares  
in lieu of Regulation S ADSs under (ii) above. Each such Pre-Release Transaction
will be (a) subject to a written agreement whereby the person or entity (the    
"Applicant") to whom Regulation S ADSs or Shares are to be delivered (w)        
represents that at the time of the Pre-Release Transaction the Applicant or its 
customer owns the Shares or Regulation S ADSs, as the case may be, that are to  
be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to 
indicate the Depositary as owner of such Shares or Regulation S ADSs in its     
records and to hold such Shares or Regulation S ADSs in trust for the Depositary
until such Shares or Regulation S ADSs are delivered to the Depositary or the   
Custodian, (y) unconditionally guarantees to deliver to the Depositary or the   
Custodian, as applicable, such Shares or Regulation S ADSs, and (z) agrees to   
any additional restrictions or requirements that the Depositary deems           
appropriate, (b) at all times fully collateralized with cash, U.S. government   
securities or such other collateral as the Depositary deems appropriate, (c)    
terminable by the Depositary on not more than five (5) business days' notice,   
and (d) subject to such further indemnities and credit regulations as the       
Depositary deems appropriate. The Depositary will normally limit the number of  
Regulation S ADSs and Shares involved in such Pre-Release Transactions at any   
one time to thirty percent (30%) of the Regulation S ADSs outstanding (without  
giving effect to Regulation S ADSs outstanding under (i) above), provided,      
however, that the Depositary reserves the right to change or disregard such     
limit from time to time as it deems reasonably appropriate. The Depositary may  
also set limits with respect to the number of Regulation S ADSs and Shares      
involved in Pre-Release Transactions with any one person on a case by case basis
as it deems appropriate.                                                        

    Subject to the terms and conditions of this Regulation S Deposit Agreement
and applicable laws and regulations, Citibank, N.A., its agents and their       
Affiliates may own and deal in any class of securities of the Company and its   
Affiliates and in Regulation S ADSs.                                            

    The Depositary may retain for its own account any compensation received by
it in connection with the foregoing. Collateral provided pursuant to (b) above, 
but not the earnings thereon, shall be held for the benefit of the Holders      
(other than the Applicant). Prior to the Effective Time, the Depositary may     
require the person to whom any Pre-Release Transaction is to be made pursuant to
this Section 5.10 to deliver to the Depositary a duly completed and executed    
certificate and agreement in substantially the form attached hereto as Exhibit  
D-1.                                                                            

36

F-6
54th Page of 102
TOC
1st
Previous
Next
Bottom
Just 54th

ARTICLE VI

 AMENDMENT AND TERMINATION

  Section 6.1 Amendment/Supplement. Subject to the terms and conditions of
this Section 6.1 and applicable law, the Regulation S ADRs outstanding at any   
time, the provisions of this Regulation S Deposit Agreement and the form of     
Regulation S ADR attached hereto may at any time and from time to time be       
amended or supplemented by written agreement between the Company and the        
Depositary in any respect which they may deem necessary or desirable without the
prior consent of the Holders or Beneficial Owners. Any amendment or supplement  
which shall impose or increase any fees or charges (other than charges in       
connection with foreign exchange control regulations and taxes and other        
governmental charges, delivery expenses and such other expenses) or which shall 
otherwise materially prejudice any substantial existing right of Holders or     
Beneficial Owners, shall not, however, become effective as to outstanding       
Regulation S ADRs until the expiration of thirty (30) days after notice of such 
amendment or supplement shall have been given to the Holders of outstanding     
Regulation S ADRs. The parties hereto agree that substantial rights of Holders  
and Beneficial Owners shall not be deemed materially prejudiced by any          
amendments or supplements which (i) are reasonably necessary (as agreed by the  
Company and the Depositary) in order for (a) the Regulation S ADSs to be        
registered on Form F-6 under the Securities Act or (b) the Regulation S ADSs or 
Shares to be settled in electronic book-entry form and (ii) do not impose or    
increase any fees or charges to be borne by Holders or Beneficial Owners. Every 
Holder or Beneficial Owner at the time any amendment or supplement so becomes   
effective shall be deemed, by continuing to hold such Regulation S ADSs or any  
beneficial interest therein, to consent and agree to such amendment or          
supplement and to be bound by the terms of this Regulation S Deposit Agreement  
and the Regulation S ADR as amended and supplemented thereby.                   

In no event shall any amendment or supplement impair the right of the 
Holder to surrender such Regulation S ADR and receive therefor the Regulation S 
Deposited Securities represented thereby, except in order to comply with        
mandatory provisions of applicable law. Notwithstanding the foregoing, if any   
governmental body should adopt new laws, rules or regulations which would       
require an amendment or supplement of the Regulation S Deposit Agreement to     
ensure compliance therewith, the Company and the Depositary may amend or        
supplement the Regulation S Deposit Agreement and the Regulation S ADRs, at any 
time in accordance with such changed laws, rules or regulations. Such amendment 
or supplement to the Regulation S Deposit Agreement and the Regulation S ADRs in
such circumstances may become effective before a notice of such amendment or    
supplement is given to Holders or within any other period of time as required   
for compliance with such laws, rules or regulations.                            

   Section 6.2 Termination. The Depositary shall at any time, at the written
direction of the Company, terminate this Regulation S Deposit Agreement by      
providing notice of such termination to the Holders of all Regulation S ADRs    
then outstanding at least thirty (30) days prior to the date fixed in such      
notice for such termination. If ninety (90) days shall have expired after (i)   
the Depositary shall have delivered to the Company a written notice of its      
election to resign or (ii) the Company shall have delivered to the Depositary a 
written notice of the removal of the Depositary, and in either case a successor 
depositary shall not have been appointed and accepted its appointment as        
provided in Section 5.4, the Depositary may likewise terminate this             

37

F-6
55th Page of 102
TOC
1st
Previous
Next
Bottom
Just 55th

Regulation S Deposit Agreement by providing notice of termination to the Company
and the Holders of all Regulation S ADRs then outstanding at least thirty (30)  
days prior to the date fixed for such termination.                              

On and after the date of termination of this Regulation S Deposit     
Agreement, the Holder of a Regulation S ADR will, upon (i) surrender of such    
Regulation S ADR at the Principal New York Office of the Depositary, (ii) the   
payment of the charges of the Depositary for the surrender of Regulation S ADRs 
specified in Exhibit B hereto and subject to the conditions and restrictions    
therein set forth, and (iii) payment of any applicable taxes or governmental    
charges, be entitled to Delivery, to him or upon his order, of the amount of the
Regulation S Deposited Securities represented by such Regulation S ADR. If any  
Regulation S ADRs shall remain outstanding after the date of termination of this
Regulation S Deposit Agreement, the Registrar thereafter shall discontinue the  
registration of transfers of Regulation S ADRs, and the Depositary shall suspend
the distribution of dividends to the Holders thereof, and shall not give any    
further notices or perform any further acts under this Regulation S Deposit     
Agreement, except that the Depositary shall continue to collect dividends and   
other distributions pertaining to Regulation S Deposited Securities, shall sell 
rights and other property as provided in this Regulation S Deposit Agreement,   
and shall continue to deliver Regulation S Deposited Securities, subject to the 
conditions and restrictions set forth in Section 2.7, 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 Regulation
S ADRs surrendered to the Depositary (after deducting or charging, as the case  
may be, the charges of the Depositary for the surrender of Regulation S ADRs and
the withdrawal of Regulation S Deposited Securities, any expenses for the       
account of the Holder in accordance with the terms and conditions of this       
Regulation S Deposit Agreement and any applicable taxes or governmental charges 
or assessments). At any time after the expiration of six (6) months from the    
date of termination of this Regulation S Deposit Agreement, the Depositary may  
sell the Regulation S Deposited Securities then held hereunder and may          
thereafter hold uninvested the net proceeds of any such sale, together with any 
other cash then held by it hereunder, in an unsegregated account and without    
liability for interest, for the pro rata benefit of the Holders of Regulation S 
ADRs whose Regulation S ADRs have not theretofore been surrendered. After making
such sale, the Depositary shall be discharged from all obligations under this   
Regulation S Deposit Agreement with respect to the Regulation S ADRs, the       
Regulation S ADSs and the Regulation S Deposited Securities, except for its     
obligations to the Company under Sections 5.9 and 7.6 hereof and to account for 
such net proceeds and other cash (after deducting, or charging, as the case may 
be, in each case, the charges of the Depositary for the surrender of a          
Regulation S ADR, any expenses for the account of the Holder in accordance with 
the terms and conditions of this Regulation S Deposit Agreement and any         
applicable taxes or governmental charges or assessments). Upon the termination  
of this Regulation S Deposit Agreement, the Company shall be discharged from all
obligations under this Regulation S Deposit Agreement except for its obligations
to the Depositary under Sections 5.5, 5.9 and 7.6 hereof.                       

38

F-6
56th Page of 102
TOC
1st
Previous
Next
Bottom
Just 56th

ARTICLE VII 

 MISCELLANEOUS

Section 7.1 Counterparts. This Regulation S Deposit Agreement may be  
executed in any number of counterparts, each of which shall be deemed an        
original and all of such counterparts together shall constitute one and the same
agreement. Copies of this Regulation S Deposit Agreement shall be maintained    
with the Depositary at its Principal New York Office and shall be open to       
inspection by any Holder during business hours.                                 

Section 7.2 No Third Party Beneficiaries. This Regulation S Deposit   
Agreement is for the exclusive benefit of the parties hereto (and their         
respective successors) and shall not be deemed to give any legal or equitable   
right, remedy or claim whatsoever to any other person. Nothing in this          
Regulation S Deposit Agreement shall be deemed to give rise to a partnership or 
joint venture among the parties nor establish a fiduciary or similar            
relationship among the parties. The parties hereto acknowledge and agree that   
(i) the Depositary and its Affiliates may at any time have multiple banking     
relationships with the Company and its Affiliates, (ii) the Depositary and its  
Affiliates may be engaged at any time in transactions in which parties adverse  
to the Company or the Holders or Beneficial Owners may have interests and (iii) 
nothing contained in this Regulation S Deposit Agreement shall (a) preclude the 
Depositary, the Company or any of their respective Affiliates from engaging in  
such transactions or establishing or maintaining such relationships, or (b)     
obligate the Depositary or any of its Affiliates to disclose such transactions  
or relationships or to account for any profit made or payment received in such  
transactions or relationships.                                                  

Section 7.3 Severability. In case any one or more of the provisions   
contained in this Regulation S Deposit Agreement or in the Regulation S ADRs    
should be or become invalid, illegal or unenforceable in any respect, the       
validity, legality and enforceability of the remaining provisions contained     
herein or therein shall in no way be affected, prejudiced or disturbed thereby. 

   Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. The
Holders and Beneficial Owners from time to time of Regulation S ADSs shall be   
parties to this Regulation S Deposit Agreement and shall be bound by all of the 
terms and conditions hereof and of any Regulation S ADR by acceptance thereof or
any beneficial interest therein.                                                

   Section 7.5 Notices. Any and all notices to be given to the Company shall
be deemed to have been duly given if personally delivered or sent by mail, air  
courier or facsimile transmission, confirmed by letter personally delivered or  
sent by mail or air courier, addressed to 52nd Floor, Bank of China Tower, 1    
Garden Road, Central, Hong Kong, Attention: Company Secretary, facsimile number:
(852) 2810-5830, or to any other address which the Company may specify in       
writing to the Depositary.                                                      

   Any and all notices to be given to the Depositary shall be deemed to have
been duly given if personally delivered or sent by mail, air courier, or cable, 
telex or facsimile transmission, confirmed by letter personally delivered or    
sent by mail or air courier, addressed to Citibank, N.A., 111 Wall Street, New  
York, New York 10043, U.S.A., Attention: Depositary                             

39

F-6
57th Page of 102
TOC
1st
Previous
Next
Bottom
Just 57th

Receipts Department, facsimile number: (212) 825-5398, or to any other address  
which the Depositary may specify in writing to the Company.                     

    Any and all notices to be given to any Holder shall be deemed to have been
duly given if (a) personally delivered or sent by mail, or cable, telex or      
facsimile transmission, confirmed by letter, addressed to such Holder at the    
address of such Holder as it appears on the books of the Depositary or, if such 
Holder shall have filed with the Depositary a request that notices intended for 
such Holder be mailed to some other address, at the address specified in such   
request, or (b) if a Holder shall have designated such means of notification as 
an acceptable means of notification under the terms of this Regulation S Deposit
Agreement, by means of electronic messaging addressed for delivery to the e-mail
address designated by the Holder for such purpose. Notice to Holders shall be   
deemed to be notice to Beneficial Owners for all purposes of this Regulation S  
Deposit Agreement. Failure to notify a Holder or any defect in the notification 
to a Holder shall not affect the sufficiency of notification to other Holders or
to the Beneficial Owners of Regulation S ADSs held by such other Holders.       

Delivery of a notice sent by mail, air courier, or cable, telex or    
facsimile transmission shall be deemed to be effective at the time when a duly  
addressed letter containing the same (or a confirmation thereof in the case of a
cable, telex or facsimile transmission) is deposited, postage prepaid, in a     
post-office letter box or delivered to an air courier service, without regard   
for the actual receipt or time of actual receipt thereof by a Holder. The       
Depositary or the Company may, however, act upon any cable, telex or facsimile  
transmission received by it from any Holder, the Custodian, the Depositary or   
the Company, notwithstanding that such cable, telex or facsimile transmission   
shall not be subsequently confirmed by letter.                                  

     Delivery of a notice by means of electronic messaging shall be deemed to be
effective at the time of the initiation of the transmission by the sender (as   
shown on the sender's records), provided that the sender does not receive a     
notification of delivery failure notwithstanding that the intended recipient    
retrieves the message at a later date, fails to retrieve such message, or fails 
to receive such notice on account of its failure to maintain the designated     
e-mail address, its failure to designate a substitute e-mail address or for any 
other reason.                                                                   

Section 7.6 Governing Law and Jurisdiction. This Regulation S Deposit 
Agreement and the Regulation S ADRs shall be interpreted in accordance with, and
all rights hereunder and thereunder and provisions hereof and thereof shall be  
governed by, the laws of the State of New York without reference to the         
principles of choice of law thereof. Notwithstanding anything contained in this 
Regulation S Deposit Agreement, any Regulation S ADR or any present or future   
provisions of the laws of the State of New York, the rights of holders of Shares
and of any other Regulation S Deposited Securities and the obligations and      
duties of the Company in respect of the holders of Shares and other Regulation S
Deposited Securities, as such, shall be governed by the laws of Hong Kong (or,  
if applicable, such other laws as may govern the Regulation S Deposited         
Securities).                                                                    

 Except as set forth in the following paragraph of this Section 7.6, the
Company and the Depositary agree that the federal or state courts in the City of
New York shall have jurisdiction to hear and determine any suit, action or      
proceeding and to settle any dispute between them that                          

40

F-6
58th Page of 102
TOC
1st
Previous
Next
Bottom
Just 58th

may arise out of or in connection with this Regulation S Deposit Agreement and, 
for such purposes, each irrevocably submits to the non-exclusive jurisdiction of
such courts.                                                                    

The Company has irrevocably designated, appointed and empowered CT    
Corporation System (the "Agent") now at 111 Eighth Avenue, New York, New York   
10011 as its authorized agent to receive and accept for and on its behalf, and  
on behalf of its properties, assets and revenues, service by mail of any and all
legal process, summons, notices and documents that may be served in any suit,   
action or proceeding brought against the Company in any federal or state court  
as described in the preceding sentence or in the next paragraph of this Section 
7.6. If for any reason the Agent shall cease to be available to act as such, the
Company agrees to designate a new agent in New York on the terms and for the    
purposes of this Section 7.6. The Company further hereby irrevocably consents   
and agrees to the service of any and all legal process, summons, notices and    
documents in any suit, action or proceeding against the Company, by service by  
mail of a copy thereof upon the Agent (whether or not the appointment of such   
Agent shall for any reason prove to be ineffective or such Agent shall fail to  
accept or acknowledge such service), with a copy mailed to the Company by       
registered or certified air mail, postage prepaid, to its address provided in   
Section 7.5 hereof. The Company agrees that the failure of the Agent to give any
notice of such service to it shall not impair or affect in any way the validity 
of such service or any judgment rendered in any action or proceeding based      
thereon.                                                                        

Notwithstanding the foregoing, the Depositary and the Company         
unconditionally agree that in the event that a Holder or Beneficial Owner brings
a suit, action or proceeding against (a) the Company, (b) the Depositary in its 
capacity as Depositary under this Regulation S Deposit Agreement or (c) against 
both the Company and the Depositary, in any such case, in any state or federal  
court of the U.S., and the Depositary or the Company has any claim, for         
indemnification or otherwise, against each other arising out of the subject     
matter of such suit, action or proceeding, then the Company and the Depositary  
may pursue such claim against each other in the state or federal court in the   
U.S. in which such suit, action, or proceeding is pending and, for such         
purposes, the Company and the Depositary irrevocably submit to the non-exclusive
jurisdiction of such courts. The Company agrees that service of process upon the
Agent in the manner set forth in the preceding paragraph shall be effective     
service upon it for any suit, action or proceeding brought against it as        
described in this paragraph.                                                    

     To the extent that the Company or any of its properties, assets or revenues
may have or may hereafter become entitled to, or have attributed to it, any     
right of such immunity, on the grounds of sovereignty or otherwise, the Company 
irrevocably and unconditionally waives, to the fullest extent permitted by law, 
any objection that it may now or hereafter have to the laying of venue of any   
actions, suits or proceedings brought in any court as provided in this Section  
7.6, and hereby further irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any such action, suit or proceeding       
brought in any such court has been brought in an inconvenient forum.            

   The Company irrevocably and unconditionally waives, to the fullest extent
permitted by law, and agrees not to plead or claim, any right of immunity from  
legal action, suit or proceeding, from setoff or counterclaim, from the         
jurisdiction of any court, from service of process, from attachment upon or     
prior to judgment, from attachment in aid of execution or judgment, from        
execution of judgment, or from any other legal process or proceeding for the    

41

F-6
59th Page of 102
TOC
1st
Previous
Next
Bottom
Just 59th

giving of any relief or for the enforcement of any judgment, and consents to    
such relief and enforcement against it, its assets and its revenues in any      
jurisdiction, in each case with respect to any matter arising out of, or in     
connection with, the Regulation S Deposit Agreement, any Regulation S ADR or the
Regulation S Deposited Securities.                                              

No disclaimer of liability under the Securities Act is intended by any
provision of the Regulation S Deposit Agreement. The provisions of this Section 
7.6 shall survive any termination of this Regulation S Deposit Agreement, in    
whole or in part.                                                               

  Section 7.7 Assignment. Subject to the provisions of Section 5.4 hereof,
this Regulation S Deposit Agreement may not be assigned by either the Company or
the Depositary.                                                                 

Section 7.8 Hong Kong Law References. Any summary of the terms of the 
Company's Articles of Association set forth in this Regulation S Deposit        
Agreement have been and will be provided by the Company solely for the          
convenience of Holders, Beneficial Owners and the Depositary. While such        
summaries are believed by the Company to be accurate as of the date of this     
Regulation S Deposit Agreement or as of the date of subsequent provision        
thereof, (i) they are summaries and as such may not include all aspects of the  
materials summarized applicable to a Holder or Beneficial Owner, and (ii) the   
Company's Articles of Association may change after the date of this Regulation S
Deposit Agreement or the date of subsequent provision thereof. Neither the      
Depositary nor the Company has any obligation under the terms of this Regulation
S Deposit Agreement to update any such summaries.                               

   Section 7.9 Titles. All references in this Regulation S Deposit Agreement
to exhibits, articles, sections, subsections, and other subdivisions refer to   
the exhibits, articles, sections, subsections and other subdivisions of this    
Regulation S Deposit Agreement unless expressly provided otherwise. The words   
"this Regulation S Deposit Agreement," "herein," "hereof," "hereby,"            
"hereunder," and words of similar import refer to the Regulation S Deposit      
Agreement as a whole as in effect between the Company, the Depositary and the   
Holders and Beneficial Owners of Regulation S ADSs and not to any particular    
subdivision unless expressly so limited. Pronouns in masculine, feminine and    
neuter gender shall be construed to include any other gender, and words in the  
singular form shall be construed to include the plural and vice versa unless the
context otherwise requires. Titles to sections of this Regulation S Deposit     
Agreement are included for convenience only and shall be disregarded in         
construing the language contained in this Regulation S Deposit Agreement.       

42

F-6
60th Page of 102
TOC
1st
Previous
Next
Bottom
Just 60th

 IN WITNESS WHEREOF, BOC HONG KONG (HOLDINGS) LIMITED and CITIBANK, N.A.
have duly executed this Regulation S Deposit Agreement as of the day and year   
first above set forth and all Holders and Beneficial Owners shall become parties
hereto upon acceptance by them of Regulation S ADSs evidenced by Regulation S   
ADRs issued in accordance with the terms hereof or any interest therein.        

                  BOC HONG KONG (HOLDINGS) LIMITED

      By: /s/ Liu Mingkang
                         ---------------------------------
           Name:  Liu Mingkang
        Title:  Chairman

          By: /s/ Jason C.W. Yeung
                         ---------------------------------
               Name:  Jason C.W. Yeung
                 Title:  Company Secretary

CITIBANK, N.A.

   By: /s/ Un Suk Ko
                         ---------------------------------
        Name:  Un Suk Ko
              Title:  Vice President

43

F-6
61st Page of 102
TOC
1st
Previous
Next
Bottom
Just 61st

 EXHIBIT A

Number__________                                      (CUSIP Number 096813 20 9)

                                                Regulation S American Depositary
                                        Shares (One Regulation S
                                         American Depositary Share
                                              Representing Twenty (20) Fully
                                     Paid Ordinary Shares)

 [FORM OF FACE OF]

 [MASTER] REGULATION S AMERICAN DEPOSITARY RECEIPT

evidencing

 REGULATION S AMERICAN DEPOSITARY SHARES

representing

DEPOSITED FULLY PAID ORDINARY SHARES

of

BOC HONG KONG (HOLDINGS) LIMITED

(Incorporated under the laws of Hong Kong)

DTC LEGEND                                                                      

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company or its 
agent for registration of transfer, exchange, or payment, and any certificate   
issued is registered in the name of Cede & Co. or in such other name as is      
requested by an authorized representative of DTC (and any payment is made to    
Cede & Co. or to such other entity as is requested by an authorized             
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner      
hereof, Cede & Co., has an interest herein.                                     

SECURITIES ACT LEGEND                                                           

  THIS REGULATION S AMERICAN DEPOSITARY RECEIPT, THE REGULATION S AMERICAN
DEPOSITARY SHARES EVIDENCED HEREBY AND THE ORDINARY SHARES OF BOC HONG KONG     
(HOLDINGS) LIMITED (THE "SHARES") REPRESENTED THEREBY HAVE NOT BEEN REGISTERED  
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND   
MAY NOT                                                                         

A-1 

F-6
62nd Page of 102
TOC
1st
Previous
Next
Bottom
Just 62nd

BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE EXPIRATION OF   
THE DISTRIBUTION COMPLIANCE PERIOD (DEFINED AS THE EXPIRATION OF 40 DAYS AFTER  
THE LATER OF THE COMMENCEMENT OF THE GLOBAL OFFERING OF THE REGULATION S        
AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY, AND THE SHARES REPRESENTED THEREBY,
AND THE RELATED CLOSINGS) EXCEPT (A) IN AN OFFSHORE TRANSACTION IN ACCORDANCE   
WITH REGULATION S UNDER THE SECURITIES ACT OR (B) TO A PERSON WHOM THE SELLER   
AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED          
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN 
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, IN EACH CASE IN ACCORDANCE 
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, PROVIDED,
HOWEVER, THAT IN CONNECTION WITH ANY TRANSFER UNDER (B) ABOVE, THE TRANSFEROR   
SHALL, PRIOR TO THE SETTLEMENT OF SUCH SALE, WITHDRAW THE SHARES IN ACCORDANCE  
WITH THE TERMS AND CONDITIONS OF THE REGULATION S DEPOSIT AGREEMENT AND INSTRUCT
THAT SUCH SHARES BE DELIVERED TO THE CUSTODIAN UNDER THE RULE 144A DEPOSIT      
AGREEMENT FOR ISSUANCE, IN ACCORDANCE WITH THE TERMS AND CONDITIONS THEREOF, OF 
RULE 144A AMERICAN DEPOSITARY SHARES TO OR FOR THE ACCOUNT OF SUCH QUALIFIED    
INSTITUTIONAL BUYER.                                                            

   UPON THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD (DEFINED ABOVE)
THIS REGULATION S AMERICAN DEPOSITARY RECEIPT, THE REGULATION S AMERICAN        
DEPOSITARY SHARES EVIDENCED HEREBY AND THE SHARES REPRESENTED THEREBY SHALL NO  
LONGER BE SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED IN THIS LEGEND,      
PROVIDED THAT AT THE TIME OF SUCH EXPIRATION THE OFFER OR SALE OF THE REGULATION
S AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY AND THE SHARES REPRESENTED THEREBY
BY THE HOLDER HEREOF IN THE UNITED STATES WOULD NOT BE RESTRICTED UNDER THE     
SECURITIES LAWS OF THE UNITED STATES OR ANY STATE OF THE UNITED STATES.         

     CITIBANK, N.A., a national banking association organized and existing under
the laws of the United States of America, as depositary (the "Depositary"),     
hereby certifies that [Cede & Co., as nominee of The Depository Trust Company   
(hereafter "DTC")], is the record owner of [the number of] Regulation S ADSs,   
[indicated on the records of the Depositary,] representing ordinary shares, or  
evidence of rights to receive such shares ("Shares"), of BOC Hong Kong          
(Holdings) Limited, a company organized under the laws of Hong Kong (the        
"Company"). At the date hereof, each Regulation S ADS represents twenty (20)    
Shares/1/ deposited under the Regulation S Deposit Agreement (as hereafter      
defined) with the Custodian, which at the date of execution of the Regulation S 
Deposit Agreement is Bank of China (Hong Kong) Limited (the "Custodian").       

-----------                                                                     
1    Subject to amendment as provided on Article IV of the Deposit Agreement.   

A-2 

F-6
63rd Page of 102
TOC
1st
Previous
Next
Bottom
Just 63rd

(1) The Regulation S Deposit Agreement. This Regulation S American    
Depositary Receipt is one of the receipts (the "Regulation S ADRs") executed and
delivered pursuant to the Regulation S Deposit Agreement, dated as of July 25,  
2002 (as amended from time to time, the "Regulation S Deposit Agreement"), by   
and among the Company, the Depositary and the Holders and Beneficial Owners from
time to time of Regulation S ADSs (the "Regulation S ADSs") evidenced by        
Regulation S ADRs issued thereunder, each of whom by accepting a Receipt or     
acquiring any beneficial interest therein, including any beneficial interest in 
the Master Regulation S ADR, agrees to become a party thereto and becomes bound 
by all terms and provisions thereof and hereof. The Regulation S Deposit        
Agreement sets forth the rights of Holders and Beneficial Owners 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, the "Regulation S Deposited Securities"). Copies of the 
Regulation S Deposit Agreement are on file at the Depositary's Principal New    
York Office, and at the principal office of the Custodian. The statements made  
in this Receipt are summaries of certain provisions of the Regulation S Deposit 
Agreement and are qualified by, and subject to, the detailed provisions of the  
Regulation S Deposit Agreement, to which reference is hereby made. The          
Depositary makes no representation or warranty as to the validity or worth of   
the Regulation S Deposited Securities. Capitalized terms defined in the         
Regulation S Deposit Agreement and not otherwise defined herein have the same   
defined meanings set forth in the Regulation S Deposit Agreement.               

    (2) Withdrawal of Regulation S Deposited Securities. Upon (i) surrender of
a Regulation S ADR at the Principal New York Office of the Depositary, if the   
book-entry settlement system is not then available for Regulation S ADSs, or    
(ii) receipt by the Depositary at the Principal New York Office of written      
instructions from a Participant of Euroclear, Clearstream or (after the         
Distribution Compliance Period) DTC (any such participant, a "Participant") or  
its nominee, as the case may be, on behalf of any Beneficial Owner together with
a corresponding credit to the Depositary's account at DTC for the Regulation S  
ADSs so surrendered, if the book-entry settlement system is then available for  
Regulation S ADSs, in either case for the purpose of withdrawal of the          
Regulation S Deposited Securities represented thereby, and upon receipt of (x)  
payment of all fees and charges, including the fees and charges of the          
Depositary for the making of withdrawals of Regulation S Deposited Securities   
and cancellation of Regulation S ADSs (provided for in Paragraph (8) of this    
Regulation S ADR), governmental charges and taxes payable in connection with    
such surrender and withdrawal, (y) instructions of the Holder or Participant,   
and (z) the written certification and agreement hereinafter referred to,        
subject, however, in each case, to the terms and conditions of the Regulation S 
Deposit Agreement, the rules and clearing procedures of CCASS, the Articles of  
Association of the Company, and to the provisions of or governing the Regulation
S Deposited Securities and applicable laws, in each case as in effect at the    
time thereof; the Holder of this Regulation S ADR hereof acting for itself or on
behalf of the Beneficial Owner or Participant, as the case may be, shall be     
entitled to physical Delivery at the Custodian's designated office, to him or   
upon his order, or to electronic Delivery (during the Distribution Compliance   
Period, only through CCASS or institutions having accounts with CCASS to an     
account outside the U.S.) to an account designated by such Participant,         
Beneficial Owner or Holder, as the case may be, as permitted by applicable law, 
of the amount of Regulation S Deposited Securities at the time represented by   
the Regulation S ADS(s) surrendered to the Depositary for such purposes. Such   

A-3 

F-6
64th Page of 102
TOC
1st
Previous
Next
Bottom
Just 64th

Delivery of such Regulation S Deposited Securities shall be made, as hereinafter
provided, without unreasonable delay.                                           

During the Distribution Compliance Period, no Regulation S Deposited  
Securities shall be delivered as provided herein unless such written order shall
be accompanied by an accurately and fully completed, signed certification and   
agreement in substantially the form of Exhibit D-2 to the Regulation S Deposit  
Agreement. After the Distribution Compliance Period, delivery of Regulation S   
Deposited Securities upon surrender of Regulation S ADSs as provided herein may 
also be subject to delivery to the Depositary of such written certification and 
agreement as the Company and Depositary may require. A Regulation S ADR         
surrendered may be required by the Depositary to be properly endorsed in blank  
or accompanied by properly executed instruments of transfer in blank.           

  Prior to expiration of the Distribution Compliance Period, no Holder may
transfer Regulation S ADSs or Shares represented thereby to, or for the account 
of, a Qualified Institutional Buyer unless such Holder (i) withdraws such Shares
in accordance with the Regulation S Deposit Agreement and (ii) instructs the    
Depositary to deliver the Shares so withdrawn to or for the account of the      
custodian under the Rule 144A Deposit Agreement for issuance thereunder of Rule 
144A ADSs to or for the account of such Qualified Institutional Buyer. Issuance 
of such Rule 144A ADSs shall be subject to the terms and conditions of the Rule 
144A Deposit Agreement, including with respect to the deposit of Shares and the 
issuance of Rule 144A ADSs, including delivery of the duly executed and         
completed written certificate and agreement required under the Rule 144A Deposit
Agreement, by or on behalf of the person who will be the beneficial owner of    
such Rule 144A ADSs, representing that such person is a Qualified Institutional 
Buyer and agreeing that it will comply with the restrictions on transfer set    
forth in the Rule 144A Deposit Agreement and to payment of the fees, charges and
taxes provided therein.                                                         

     Upon satisfaction of each of the conditions above specified, the Depositary
(i) shall cancel the Regulation S ADSs Delivered to it (and, if applicable, the 
Regulation S ADRs evidencing the Regulation S ADSs so Delivered), (ii) shall    
direct the Registrar to record the cancellation of the Regulation S ADSs so     
Delivered on the books maintained for such purpose, and (iii) shall direct the  
Custodian to Deliver (without unreasonable delay) at the Custodian's designated 
office the Regulation S Deposited Securities represented by the Regulation S    
ADSs so canceled together with any certificate or other document of or relating 
to title for the Regulation S Deposited Securities, or evidence of the          
electronic transfer thereof (if available), as the case may be, to or upon the  
written order of the person(s) designated in the order delivered to the         
Depositary for such purpose, subject however, in each case, to the terms and    
conditions of the Regulation S Deposit Agreement, of this Regulation S ADR      
evidencing the Regulation S ADSs so canceled, of the Articles of Association of 
the Company, of applicable laws and of the rules and clearing procedures of     
CCASS, and to the terms and conditions of or governing the Regulation S         
Deposited Securities, in each case as in effect at the time thereof.            

 Notwithstanding anything else contained in this Regulation S ADR or the
Regulation S Deposit Agreement, the Depositary may make delivery at the         
Principal New York Office of the Depositary of (i) any cash dividends or cash   
distributions, or (ii) any proceeds from the sale of                            

A-4 

F-6
65th Page of 102
TOC
1st
Previous
Next
Bottom
Just 65th

any distributions of shares or rights, which are at the time held by the        
Depositary in respect of the Regulation S Deposited Securities represented by   
the Regulation S ADSs surrendered for cancellation and withdrawal. At the       
request, risk and expense of any Holder so surrendering Regulation S ADSs, and  
for the account of such Holder, the Depositary shall direct the Custodian to    
forward (to the extent permitted by law) any cash or other property (other than 
securities) held by the Custodian in respect of the Regulation S Deposited      
Securities represented by such Regulation S ADSs to the Depositary for delivery 
at the Principal New York Office of the Depositary. Such direction shall be     
given by letter or, at the request, risk and expense of such Holder, by cable,  
telex or facsimile transmission.                                                

If any Regulation S ADS surrendered or the Regulation S ADRs canceled 
represent fractional entitlements in Regulation S Deposited Securities, the     
Depositary shall cause the appropriate whole number of Regulation S Deposited   
Securities to be withdrawn and delivered in accordance with the preceding terms 
of Section 2.7 of the Regulation S Deposit Agreement and shall, at the          
discretion of the Depositary, either (i) issue and deliver to the person        
surrendering such Regulation S ADR a new Regulation S ADR evidencing Regulation 
S ADSs representing any remaining fractional Share or (ii) sell or cause to be  
sold the fractional Share represented by the Regulation S ADR surrendered and   
remit proceeds of such sale (net of (a) fees and charges of, and expenses       
incurred by, the Depositary, and (b) taxes withheld) to the person surrendering 
the Regulation S ADR.                                                           

(3) Transfer, Combination and Split-up of Regulation S ADRs.          

    (a) Transfer. The Registrar shall register the transfer of this Regulation
S ADR (and of the Regulation S ADSs represented hereby) on the books maintained 
from time to time for such purpose and the Depositary shall cancel this         
Regulation S ADR and execute a new Regulation S ADR evidencing the same         
aggregate number of Regulation S ADSs as those evidenced by this Regulation S   
ADR canceled by the Depositary, shall cause the Registrar to countersign such   
new Regulation S ADR, and shall Deliver such new Regulation S ADRs to or upon   
the order of the person entitled thereto, if each of the following conditions   
has been satisfied: (i) this Regulation S ADR has been duly Delivered by the    
Holder (or by a duly-authorized attorney of the Holder) to the Depositary at its
Principal New York Office for the purpose of effecting a transfer thereof, (ii) 
the surrendered Regulation S ADR has been properly endorsed or is accompanied by
proper instruments of transfer (including signature guarantees in accordance    
with standard securities industry practice), (iii) the surrendered Regulation S 
ADR has been duly stamped (if required by the laws of the State of New York or  
of the U.S.), (iv) all applicable fees and charges of, and expenses incurred by,
the Depositary and all applicable taxes and governmental charges (as are set    
forth in Paragraph (8) hereof) have been paid, and (v) the Depositary has       
received such certifications and agreements as the Depositary and the Company   
may require in order to comply with applicable laws and the restrictions on     
transfer, subject, however, in each case, to the terms and conditions of this   
Regulation S ADR, of the Regulation S Deposit Agreement and of applicable law,  
in each case as in effect at the time thereof.                                  

  (b) Combination & Split-Up. The Registrar shall register the split-up or
combination of this Regulation S ADR (and of the Regulation S ADSs represented  
hereby) on the books maintained for such purpose and the Depositary shall cancel
this Regulation S ADR                                                           

A-5 

F-6
66th Page of 102
TOC
1st
Previous
Next
Bottom
Just 66th

and execute a new Regulation S ADR for the number of Regulation S ADSs          
requested, but in the aggregate not exceeding the number of Regulation S ADSs   
evidenced by this Regulation S ADR canceled by the Depositary, shall cause the  
Registrar to countersign such new Regulation S ADR, and shall Deliver such new  
Regulation S ADR to or upon the order of the person entitled thereto, if each of
the following conditions has been satisfied: (i) this Regulation S ADR has been 
duly Delivered by the Holder (or by a duly-authorized attorney of the Holder) to
the Depositary at the Principal New York Office of the Depositary for the       
purpose of effecting a split-up or combination thereof, and (ii) all applicable 
fees and charges of, and expenses incurred by, the Depositary and all applicable
taxes and governmental charges (as are set forth in the Regulation S Deposit    
Agreement) have been paid, subject, however, in each case, to the terms and     
conditions of this Regulation S ADR, of the Regulation S Deposit Agreement and  
of applicable law, in each case, as in effect at the time thereof.              

     (4) Pre-Conditions to Registration, Transfer, Etc. As a condition precedent
to the execution and delivery, registration of issuance, transfer, split-up,    
combination or surrender, of any Regulation S ADR, the delivery of any          
distribution thereon or withdrawal of any Regulation S Deposited Securities, the
Depositary, the Custodian or the Registrar may require from the Holder, the     
presenter of a Regulation S ADR, the Beneficial Owner, the depositor of Shares  
or the presenter of written instructions to adjust the Depositary's records (i) 
payment 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 withdrawn) and payment of the fees and charges of the Depositary as provided 
in Paragraph (8) of this Regulation S ADR; (ii) compliance with (a) any         
applicable laws or governmental regulations and (b) such reasonable procedures  
as the Depositary, the Company and the Registrar may establish consistent with  
the provisions of the Regulation S Deposit Agreement; and (iii) production of   
proof satisfactory to it as to the identity and genuineness of any signature    
appearing on any form, certification or other document delivered to the         
Depositary in connection with the Regulation S Deposit Agreement, including but 
not limited to, in the case of Regulation S ADRs, a signature guarantee in      
accordance with industry practice.                                              

 Notwithstanding anything herein to the contrary, after the Distribution
Compliance Period, a Holder is entitled to withdraw Regulation S Deposited      
Securities 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 shareholder's meeting or the payment of dividends, (ii) the    
payment of fees, taxes and similar charges to the Depositary, and (iii)         
compliance with any laws or governmental regulations relating to Regulation S   
ADRs or to the withdrawal of Regulation S Deposited Securities.                 

   The issuance and delivery of Regulation S ADSs against, or adjustments in
the records of the Depositary to reflect, deposits of Shares generally or       
deposits of particular Shares may be suspended or withheld, or the registration 
of transfer of Regulation S ADRs in particular instances may be refused, or the 
registration of transfers generally may be suspended, or the surrender of       
outstanding Regulation S ADRs, or the receipt of written instructions from any  
person having a beneficial interest in any Regulation S ADRs for the purpose of 
withdrawal of Regulation S Deposited Securities may be suspended or refused,    
during any period when the transfer books of the Depositary, the Company, a     
Registrar or the Foreign Registrar are closed,                                  

A-6 

F-6
67th Page of 102
TOC
1st
Previous
Next
Bottom
Just 67th

or if any such action is deemed necessary or advisable by the Company or the    
Depositary, in good faith (and with prompt notification thereafter of such      
action given to the Company or the Depositary, as the case may be), at any time 
or from time to time because of any requirement of law, any government or       
governmental body or commission or any securities exchange on which Regulation S
ADSs or Shares are listed, or under any provision of the Articles of Association
of the Company, the Regulation S Deposit Agreement or provisions of, or         
governing, the Regulation S Deposited Securities, or any meeting of shareholders
of the Company or for any other reason. The Depositary may issue Regulation S   
ADSs against 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     
shall consist of written guarantees of ownership of Shares furnished on behalf  
of the holder thereof.                                                          

     (5) Liability of Holders and Beneficial Owners for Taxes and Other Charges.
If any tax or other governmental charge shall become payable with respect to    
this Regulation S ADR or any Regulation S Deposited Securities or the Regulation
S ADSs evidenced by this Regulation S ADR, such tax or other governmental charge
shall be payable by the Holder and the Beneficial Owner to the Depositary. The  
Company, the Custodian and/or the Depositary may withhold or deduct from any    
distributions made in respect of Regulation S Deposited Securities and may sell 
for the account of the Holder and/or Beneficial Owner any part or all of the    
Regulation S Deposited Securities and apply such distributions and sale proceeds
in payment of such taxes (including applicable interest and penalties) or       
charges, the Holder and the Beneficial Owner remaining liable for any           
deficiency. The Custodian or the Depositary may refuse the deposit of Shares and
the withdrawal of Regulation S Deposited Securities; the Depositary may refuse  
to issue Regulation S ADSs, to deliver Regulation S ADRs; and the Registrar may 
refuse to register the transfer, split-up or combination of Regulation S ADRs   
until payment in full of such tax, charge, penalty or interest is received.     
Every Holder and Beneficial Owner agrees to indemnify the Depositary, the       
Company, the Custodian, and any of their agents, officers, employees and        
Affiliates for, and to hold each of them harmless from, any claims with respect 
to taxes (including applicable interest and penalties thereon) arising from any 
tax benefit obtained for such Holder and/or Beneficial Owner.                   

(6) Representations and Warranties on Deposit, Transfer, Surrender and
Withdrawal. Each person depositing Shares under the Regulation S Deposit        
Agreement shall be deemed thereby to represent and warrant that (i) such Shares 
(and the certificates therefor) are duly authorized, validly issued, fully paid,
non-assessable, and legally obtained by such person, (ii) all pre-emptive rights
(and similar rights) with respect to such Shares have been validly waived or    
exercised, (iii) the person making such deposit is duly authorized so to do,    
(iv) the Shares presented for deposit are free and clear of any lien,           
encumbrance, security interest, charge, mortgage or adverse claim, and (v) the  
Shares presented for deposit have not been stripped of any rights or            
entitlements, and are not, and the Regulation S ADSs will not be, "restricted   
securities" (within the meaning of Rule 144(a)(3) under the Securities Act).    
Such representations and warranties shall survive the deposit and withdrawal of 
Shares and the issuance and cancellation of Regulation S ADSs in respect thereof
and the transfer of such Regulation S ADSs. If any such representations or      
warranties are false in any way, the Company and 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.                  

A-7 

F-6
68th Page of 102
TOC
1st
Previous
Next
Bottom
Just 68th

Each person depositing Shares, taking delivery of or transferring     
Regulation S ADSs or any beneficial interest therein, or surrendering Regulation
S ADSs or any beneficial interest therein and withdrawing Shares under the      
Regulation S Deposit Agreement shall be deemed thereby to acknowledge that the  
Regulation S ADRs, the Regulation S ADS evidenced thereby and the Shares        
represented thereby have not been and will not be registered under the          
Securities Act, and may not be offered, sold, pledged or otherwise transferred  
except in accordance with the restrictions on transfer set forth in the         
Securities Act Legend, and such person shall be deemed thereby to represent and 
warrant that such deposit, transfer or surrender or withdrawal complies with the
foregoing restrictions. Such representations and warranties shall survive any   
such deposit, transfer or surrender or withdrawal of the Shares or the          
Regulation S ADRs or any beneficial interest therein.                           

(7) Filing Proofs, Certificates and Other Information. Any person     
presenting Shares for deposit, any Holder or any Beneficial Owner may, in       
addition to the requirement of Paragraph (11) hereof, be required and every     
Holder and Beneficial Owner agrees, from time to time (a) to provide to the     
Depositary or the Custodian such proof of citizenship or residence, taxpayer    
status, payment of all applicable taxes or other governmental charges, exchange 
control approval, legal or beneficial ownership of Regulation S ADSs and        
Regulation S Deposited Securities, compliance with all applicable laws and the  
terms of the Regulation S Deposit Agreement, and the provisions of, or          
governing, the Regulation S Deposited Securities, (b) to execute such           
certifications and to make such representations and warranties as the Depositary
or the Custodian may deem necessary and proper and (c) to provide such other    
information and documentation, including information relating to the            
registration on the books of the Company or of the Foreign Registrar (if        
applicable), or of the appointed agent of the Company for the registration and  
transfer of Shares) as the Depositary or the Custodian may deem necessary or    
proper or as the Company may reasonably require by written request to the       
Depositary consistent with its obligations hereunder. The Depositary and the    
Registrar, as applicable, may withhold the execution or delivery or registration
of transfer of all or part of any Regulation S ADR, or the distribution or sale 
of any dividend or distribution of rights or of the net proceeds of the sale    
thereof or the delivery of any Regulation S Deposited Securities, until such    
proof or other information is filed or such certifications are executed, or such
representations and warranties are made, or such other documentation or         
information is provided, in each case to the Depositary's, the Custodian's, the 
Registrar's and the Company's satisfaction, as the case may be. The Depositary  
shall provide to the Company, in a timely manner, with copies or originals if   
necessary and appropriate, of (i) any such proofs of citizenship or residence,  
taxpayer status, or exchange control approval which it receives from Holders and
Beneficial Owners, and (ii) any other information or documents which the Company
may reasonably request and which the Depositary shall request and receive from  
any Holder or Beneficial Owner or any person presenting Shares for deposit or   
Regulation S ADSs evidenced by Regulation S ADRs for cancellation and withdrawal
of the Regulation S Deposited Securities. Nothing herein shall obligate the     
Depositary to (i) obtain any information for the Company if not provided by the 
Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the    
information so provided by the Holders or Beneficial Owners.                    

(8) Fees and Charges of Depositary.                                   

A-8 

F-6
69th Page of 102
TOC
1st
Previous
Next
Bottom
Just 69th

 The Depositary shall charge the following fees and charges for services
performed under the Regulation S Deposit Agreement:                             

(i)  to any person depositing Shares or to whom Regulation S ADSs are 
      issued upon the deposit of Shares (excluding issuances pursuant to
    paragraph (iv) below), a fee not in excess of U.S. $5.00 per 100
        Regulation S ADSs (or fraction thereof) so issued under the terms of
the Regulation S Deposit Agreement;                         

(ii) to any person surrendering Regulation S ADSs for cancellation and
        withdrawal of Regulation S Deposited Securities, a fee not in excess
    of U.S. $5.00 per 100 Regulation S ADSs (or fraction thereof) so
surrendered;                                                

   (iii) to any Holder of Regulation S ADSs, a fee not in excess of U.S. $2.00
per 100 Regulation S ADSs (or fraction thereof) held for the
          distribution of cash dividends or other cash distributions (i.e., upon
     the sale of rights and other entitlements) under the terms of the
Regulation S Deposit Agreement;                             

    (iv) to any Holder of Regulation S ADRs, a fee not in excess of U.S. $5.00
      per 100 Regulation S ADSs (or fraction thereof) issued pursuant to
          stock dividends or other free stock distributions or upon the exercise
of rights to purchase additional Regulation S ADSs;         

(v)  to any Holder of Regulation S ADRs receiving a distribution of   
 securities other than Regulation S ADSs or rights to purchase
       additional Regulation S ADSs, a fee not in excess of U.S. $5.00 per
unit of 100 securities (or fraction thereof) distributed;   

    (vi) to any Holder of Regulation S ADRs, a fee not in excess of U.S. $2.00
        per 100 Regulation S ADSs (or fraction thereof) held on the last day
      of each calendar year, net of any cash dividend fees charged under
paragraph (iii) above during that calendar year; and        

   (vii) to any person presenting a Regulation S ADR certificate for transfer,
         a fee not in excess of U.S. $1.50 per Regulation S ADR certificate so
presented for transfer.                                     

In addition, Holders, Beneficial Owners, persons depositing Shares and
persons surrendering Regulation S ADSs for cancellation and withdrawal of       
Regulation S Deposited Securities will be required to pay the following charges:

(i)  taxes (including applicable interest and penalties) and other    
governmental charges;                                       

   (ii) such registration fees as may from time to time be in effect for the
        registration of Shares or other Regulation S Deposited Securities on
     the share register and applicable to transfers of Shares or other
Regulation S Deposited Securities to or from the name of the
         Custodian, the Depositary or any nominees upon the making of deposits
and withdrawals, respectively;                              

A-9 

F-6
70th Page of 102
TOC
1st
Previous
Next
Bottom
Just 70th

   (iii) such cable, telex and facsimile transmission and delivery expenses as
         are expressly provided in the Regulation S Deposit Agreement to be at
         the expense of the person depositing or withdrawing Shares or Holders
and Beneficial Owners of Regulation S ADSs;                 

    (iv) the expenses and charges incurred by the Depositary in the conversion
of foreign currency;                                        

     (v)  such fees and expenses as are incurred by the Depositary in connection
          with compliance with exchange control regulations and other regulatory
         requirements applicable to Shares, Regulation S Deposited Securities,
Regulation S ADSs and Regulation S ADRs; and                

  (vi) the fees and expenses incurred by the Depositary, the Custodian, or
       any of their respective nominees in connection with the delivery or
servicing of Regulation S Deposited Securities.             

 Any other charges and expenses of the Depositary under the Regulation S
Deposit Agreement will be paid by the Company upon agreement between the        
Depositary and the Company. All fees and charges may, at any time and from time 
to time, be changed by agreement between the Depositary and Company but, in the 
case of fees and charges payable by Holders or Beneficial Owners, only in the   
manner contemplated by Paragraph (23) of this Regulation S ADR. The Depositary  
will provide, without charge, a copy of its latest fee schedule to anyone upon  
request. The charges and expenses of the Custodian are for the sole account of  
the Depositary.                                                                 

     (9) Title to Regulation S ADRs. Subject to the limitations set forth herein
or in the Regulation S Deposit Agreement, it is a condition of this Regulation S
ADR and every successive Holder hereof by accepting or holding the same consents
and agrees, that when properly endorsed or accompanied by proper instruments of 
transfer (including signature guarantees in accordance with standard industry   
practice), and upon compliance with the restrictions on registration of transfer
set forth in the Securities Act Legend, title to this Regulation S ADR (and to  
the Regulation S ADSs evidenced hereby) is transferable by delivery with the    
same effect as in the case of a negotiable instrument under the laws of the     
State of New York; provided that the Regulation S ADR has been properly endorsed
or is accompanied by proper instruments of transfer. Notwithstanding any notice 
to the contrary, the Depositary and the Company, may deem and treat the Holder  
of this Regulation S ADR (that is, the person in whose name this Regulation S   
ADR is registered on the books of the Registrar) as the absolute Holder hereof  
for the purpose of determining the person entitled to any distribution of       
dividends or other distributions, to any notice provided for in the Regulation S
Deposit Agreement and for all other purposes, and neither the Depositary nor the
Company shall have any obligation or be subject to any liability under the      
Regulation S Deposit Agreement to any holder of this Regulation S ADR or any    
Beneficial Owner, unless such holder is the registered Holder of this Regulation
S ADR on the books of the Registrar, or, in the case of a Beneficial Owner, such
Beneficial Owner or the Beneficial Owner's representative is the Holder of such 
Regulation S ADSs registered on the books of the Registrar.                     

A-10

F-6
71st Page of 102
TOC
1st
Previous
Next
Bottom
Just 71st

(10) Validity of Regulation S ADR. This Regulation S ADR shall not be 
entitled to any benefits under the Regulation S Deposit Agreement or be valid or
enforceable for any purpose unless it has been (i) dated, (ii) signed by the    
manual or facsimile signature of a duly-authorized signatory of the Depositary, 
(iii) countersigned by the manual or facsimile signature of a duly-authorized   
signatory of the Registrar, and (iv) registered in the books maintained by the  
Registrar for the registration of issuances and transfers of Regulation S ADRs. 

     (11) Disclosure of Beneficial Ownership. The Company and the Depositary may
from time to time request Holders, former Holders, Beneficial Owners or former  
Beneficial Owners to provide information as to the capacity in which such Holder
or Beneficial Owner holds or owns Regulation S ADSs (and Shares, as the case may
be) and regarding the identity of any other person interested in such Regulation
S ADSs, the nature of such interest and various related matters, whether or not 
they are Holders and/or Beneficial Owners at the time of such request. The      
Depositary agrees to use its reasonable efforts to forward upon the request of  
the Company, at the Company's expense, any such request from the Company to the 
Holders and to forward to the Company any such responses to such requests       
received by the Depositary.                                                     

(12) Compliance with Information Requests. Notwithstanding any other  
provision of the Regulation S Deposit Agreement, each Holder and Beneficial     
Owner agrees to comply with requests from the Company or the Depositary pursuant
to Hong Kong law, the rules and requirements of the Hong Kong Stock Exchange and
any other stock exchange on which the Shares are, or may be, registered, traded 
or listed, or the Articles of Association of the Company, which are made to     
provide information, inter alia, as to the capacity in which such Holder or     
Beneficial Owner holds or owns Regulation S ADSs (and Shares, as the case may   
be) and regarding the identity of any other person interested in such Regulation
S ADSs, the nature of such interest and various related matters, whether or not 
they are Holders and/or Beneficial Owners at the time of such request. The      
Depositary agrees to use its reasonable efforts to forward upon the request of  
the Company, at the Company's expense, any such request from the Company to the 
Holders and to forward to the Company any such responses to such requests       
received by the Depositary.                                                     

(13) Available Information. The Company has submitted a request to the
Commission to be included in the list of foreign private issuers that claim     
exemption from the registration requirements of Section 12(g) of the Securities 
Exchange Act. Pursuant to the information exemption under Rule 12g3-2(b) under  
the Securities Exchange Act, the Company shall furnish the Commission with (a)  
public reports and documents required by the laws of Hong Kong and (b) certain  
public reports and documents (i) required to be filed pursuant to the rules of  
the Hong Kong Stock Exchange or any other securities exchange on which any      
securities of the Company may be listed or (ii) otherwise required to be        
furnished to its shareholders, in accordance with such Rule. Should the Company 
become subject to additional informational requirements, it shall in accordance 
therewith file reports and other information with the Commission. If at any time
prior to the termination of the Regulation S Deposit Agreement, the Company is  
neither a reporting company under Section 13 or Section 15(d) of the Securities 
Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) under the     
Securities Exchange Act, the Company will provide, to any Holder or Beneficial  
Owner or any prospective purchaser designated by such Holder, Beneficial Owner  
or holder of Shares, upon the request of                                        

A-11

F-6
72nd Page of 102
TOC
1st
Previous
Next
Bottom
Just 72nd

such Holder or Beneficial Owner or prospective purchaser, copies of the         
information required to be delivered pursuant to Rule 144A(d)(4) under the      
Securities Act and otherwise comply with Rule 144A under the Securities Act in  
connection with resales of Regulation S ADSs and Shares.                        

 (14) Distributions Upon Regulation S Deposited Securities. Whenever the
Depositary receives confirmation from the Custodian of the receipt of any cash  
dividend or cash distribution on any Regulation S Deposited Securities, or      
receives proceeds from the sale of Shares, rights, securities or other          
entitlements under the terms of the Regulation S Deposit Agreement, the         
Depositary will, if at the time of receipt thereof any amounts received in      
Foreign Currency, can in the judgment of the Depositary (pursuant to the        
Regulation S Deposit Agreement), be converted on a practicable basis into       
Dollars transferable to the U.S., and subject to the Regulation S Deposit       
Agreement, promptly convert, or cause to be converted, such cash dividend,      
distribution or proceeds into Dollars (on the terms described in the Regulation 
S Deposit Agreement) and will promptly distribute the amount thus received (net 
of applicable (a) fees and charges of, and expenses incurred by, the Depositary 
and (b) taxes withheld) to the Holders entitled thereto, in proportion to the   
number of Regulation S ADSs representing such Regulation S Deposited Securities 
held by them respectively. 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       
Regulation S ADSs outstanding at the time of the next distribution. If the      
Company, the Custodian or the Depositary is required to withhold and does       
withhold from any cash dividend or other cash distribution in respect of any    
Regulation S Deposited Securities an amount on account of taxes, duties or other
governmental charges, the amount distributed to the Holders in respect of the   
Regulation S ADSs representing such Regulation S Deposited Securities shall be  
reduced accordingly. Such withheld amounts shall be forwarded by the Company,   
the Custodian or the Depositary to the relevant governmental authority.         

    If any distribution upon any Regulation S Deposited Securities consists of
a dividend in, or free distribution of, Shares, the Company shall cause such    
Shares to be deposited with the Custodian and, if applicable, registered in the 
name of the Depositary, the Custodian or any of their nominees, as the case may 
be. Upon receipt of confirmation of such deposit from the Custodian, the        
Depositary shall establish the Regulation S ADS Record Date upon the terms      
described in the Regulation S Deposit Agreement and this Regulation S ADR and   
shall, subject to the terms of the Regulation S Deposit Agreement, either (i)   
distribute as promptly as practicable to the Holders as of the Regulation S ADS 
Record Date in proportion to the number of Regulation S ADSs held by them       
respectively as of the Regulation S ADS Record Date, additional Regulation S    
ADSs, which represent in the aggregate the number of Shares received as such    
dividend or free distribution, subject to the other terms of the Regulation S   
Deposit Agreement (net of applicable (a) fees and charges of, and expenses      
incurred by, the Depositary and (b) taxes) by either (x) if Regulation S ADSs   
are not available in book-entry form, issuing additional Regulation S ADRs for  
an aggregate number of Regulation S ADSs representing the number of Shares      
received as such dividend or free distribution, or (y) if Regulation S ADSs are 
available in book-entry form, reflecting on the records of the Depositary such  
increase in the aggregate number of Regulation S ADSs representing such Shares  
and give notice to DTC of the                                                   

A-12

F-6
73rd Page of 102
TOC
1st
Previous
Next
Bottom
Just 73rd

related increase in the number of Regulation S ADSs evidenced by the Master     
Regulation S ADR, or (ii) if additional Regulation S ADSs are not so            
distributed, each Regulation S ADS issued and outstanding after the Regulation S
ADS Record Date shall, to the extent permissible by law, thenceforth also       
represent rights and interests in the additional Shares distributed upon the    
Regulation S Deposited Securities represented thereby (net of applicable (a)    
fees and charges of, and expenses incurred by, the Depositary and (b) taxes). In
lieu of delivering fractional Regulation S ADSs, the Depositary shall sell the  
number of Shares represented by the aggregate of such fractions and distribute  
the net proceeds of such sale upon the terms described above. In the event that 
the Depositary determines that any distribution in Shares is subject to any tax 
or other governmental charges which the Depositary is obligated to withhold, or,
if the Company, in the fulfillment of its obligations under the Regulation S    
Deposit Agreement hereof, has furnished an opinion of U.S. counsel determining  
that the distribution to Holders of Shares and the Regulation S ADSs            
representing such Shares must be registered under the Securities Act or other   
laws in order to be distributed to Holders (and no such registration statement  
has been declared effective), the Depositary may, after consultation with the   
Company, dispose of all or a portion of such Shares in such amounts and in such 
manner, including by public or private sale, as the Depositary deems necessary  
and practicable, and the Depositary shall distribute the net proceeds of any    
such sale (after deduction of such (a) taxes and (b) fees and charges of, and   
expenses incurred by, the Depositary) to Holders entitled thereto upon the terms
described above. The Depositary shall hold and/or distribute any unsold balance 
of such property in accordance with the provisions of the Regulation S Deposit  
Agreement.                                                                      

Whenever the Company intends to distribute a dividend payable at the  
election of the holders of Shares in cash or in additional Shares, the Company  
shall give timely notice thereof to the Depositary stating whether or not it    
wishes such elective distribution to be made available to Holders of Regulation 
S ADSs. Upon receipt of a notice indicating that the Company wishes such        
elective distribution to be made available to Holders of Regulation S ADSs, the 
Depositary shall consult with the Company to determine, and the Company shall   
assist the Depositary in its determination, whether it is lawful and reasonably 
practicable to make such elective distribution available to the Holders of      
Regulation S ADSs. The Depositary shall make such elective distribution         
available to Holders only if the Depositary shall have (i) determined that such 
distribution is reasonably practicable and (ii) received satisfactory           
documentation within the terms of the Regulation S Deposit Agreement. If the    
above conditions are not satisfied or if the Company requests that such elective
distribution not be made available to Holders of Regulation S ADSs, the         
Depositary shall, to the extent permitted by law, distribute to the Holders, on 
the basis of the same determination as is made in Hong Kong in respect of the   
Shares for which no election is made, either (X) cash upon the terms described  
in Section 4.1 of the Regulation S Deposit Agreement, or (Y) additional         
Regulation S ADSs representing such additional Shares upon the terms described  
in Section 4.2 thereof. If the above conditions are satisfied, the Depositary   
shall establish a Regulation S ADS Record Date and establish procedures to      
enable Holders to elect the receipt of the proposed dividend in cash or in      
additional Regulation S ADSs. The Company shall assist the Depositary in        
establishing such procedures to the extent necessary. If a Holder elects to     
receive the proposed dividend (X) in cash, the dividend shall be distributed    
upon the terms described in Section 4.1 of the Regulation S Deposit Agreement,  
or (Y) in Regulation S ADSs, the dividend shall be distributed upon the terms   
described in Section 4.2 thereof. Nothing herein or in the Regulation S Deposit 
Agreement shall obligate the Depositary                                         

A-13

F-6
74th Page of 102
TOC
1st
Previous
Next
Bottom
Just 74th

to make available to Holders a method to receive the elective dividend in Shares
(rather than in the form of Regulation S ADSs). There can be no assurance that  
Holders and Beneficial Owners generally, or any Holder or Beneficial Owner in   
particular, will be given the opportunity to receive elective distributions on  
the same terms and conditions as the holders of the Regulation S Deposited      
Securities.                                                                     

     Whenever the Company intends to distribute to the holders of the Regulation
S Deposited Securities rights to subscribe for additional Shares (in the form of
Shares or ADSs), the Company shall give timely notice thereof to the Depositary 
stating whether or not it wishes such rights to be made available to Holders of 
Regulation S ADSs. Upon receipt of a notice indicating that the Company wishes  
such rights to be made available to Holders of Regulation S ADSs, the Depositary
shall consult with the Company, and the Company shall assist the Depositary, to 
determine whether it is lawful and reasonably practicable to make such rights   
available to the Holders. The Depositary shall promptly make such rights        
available to Holders only if (i) the Company shall have requested that such     
rights be made available to Holders in a timely manner, (ii) the Depositary     
shall have received satisfactory documentation within the terms of the          
Regulation S Deposit Agreement, and (iii) the Depositary shall have determined  
that such distribution of rights is reasonably practicable. In the event any of 
the conditions set forth above are not satisfied or if the Company requests that
the rights not be made available to Holders of Regulation S ADSs, the Depositary
shall proceed promptly with the sale of the rights as contemplated hereinafter. 
In the event all conditions set forth above are satisfied, the Depositary shall 
establish a Regulation S ADS Record Date (upon the terms described in the       
Regulation S Deposit Agreement) and establish procedures to distribute such     
rights as promptly as practicable (by means of warrants or otherwise) and to    
enable the Holders to exercise the rights (upon payment of applicable (a) fees  
and charges of, and expenses incurred by, the Depositary and (b) taxes). The    
Company shall assist the Depositary to the extent necessary in establishing such
procedures.                                                                     

Nothing herein shall obligate the Depositary to make available to the 
Holders a method to exercise such rights to subscribe for Shares (rather than   
for Regulation S ADSs).                                                         

If (i) the Company does not timely request the Depositary to make the 
rights available to Holders or requests that the rights not be made available to
Holders, (ii) the Depositary fails to receive satisfactory documentation within 
the terms of the Regulation S Deposit Agreement or determines it is not         
reasonably practicable to make the rights available to Holders, or (iii) any    
rights made available are not exercised and appear to be about to lapse, the    
Depositary shall determine whether it is lawful and reasonably practicable to   
sell such rights, in a riskless principal capacity, at such place and upon such 
terms (including public and private sale) as it may deem practicable. The       
Company shall assist the Depositary to the extent necessary to determine such   
legality and practicability. The Depositary shall, as promptly as practicable   
and upon such sale, (i) cause the proceeds of such sale, if any, to be converted
into Dollars upon the terms described in the Regulation S Deposit Agreement, and
(ii) distribute the proceeds of such sale (net of applicable (a) fees and       
charges of, and expenses incurred by, the Depositary and (b) taxes) upon the    
terms set forth in the Regulation S Deposit Agreement.                          

A-14

F-6
75th Page of 102
TOC
1st
Previous
Next
Bottom
Just 75th

  If the Depositary is unable to make any rights available to Holders upon
the terms described in the Regulation S Deposit Agreement or to arrange for the 
sale of the rights upon the terms described in the two preceding paragraphs, the
Depositary shall allow such rights to lapse.                                    

  The Depositary shall not be responsible for (i) any failure to determine
that it may be lawful or practicable to make such rights available to Holders in
general or any Holder in particular, (ii) any foreign exchange exposure or loss 
incurred in connection with such sale, or exercise, or (iii) the content of any 
materials forwarded to the Holders on behalf of the Company in connection with  
the rights distribution.                                                        

Notwithstanding anything to the contrary herein or in the Regulation S
Deposit Agreement, if registration (under the Securities Act or any other       
applicable law) of the rights or the securities to which any rights relate may  
be required in order for the Company to offer such rights or such securities to 
Holders and to sell the securities represented by such rights, the Depositary   
will not distribute such rights to the Holders unless and until a registration  
statement under the Securities Act covering such offering is in effect. In the  
event that the Company, the Depositary or the Custodian shall be required to    
withhold and does withhold from any distribution of rights an amount on account 
of taxes or other governmental charges, the amount distributed to the Holders of
Regulation S ADSs representing such Regulation S Deposited Securities shall be  
reduced accordingly. In the event that the Depositary determines that any       
distribution of Shares or 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 Shares or 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. There can be no assurance that Holders generally, or any Holder in     
particular, will be given the opportunity to exercise rights on the same terms  
and conditions as the holders of Shares or to exercise such rights. Nothing     
herein or in the Regulation S Deposit Agreement shall obligate the Company to   
file any registration statement in respect of any rights or Shares or other     
securities to be acquired upon the exercise of such rights.                     

   Whenever the Company intends to distribute to the holders of Regulation S
Deposited Securities property other than cash, Shares or rights to purchase     
additional Shares, the Company shall give timely notice thereof to the          
Depositary and shall indicate whether or not it wishes such distribution to be  
made available to Holders of Regulation S ADSs. Upon receipt of a notice        
indicating that the Company wishes such distribution to be made available to    
Holders of Regulation S ADSs, the Depositary shall consult with the Company, and
the Company shall assist the Depositary, to determine whether such distribution 
is lawful and reasonably practicable. The Depositary shall not make such        
distribution unless (i) the Company shall have requested the Depositary to make 
such distribution to Holders, (ii) the Depositary shall have received           
satisfactory documentation within the terms of the Regulation S Deposit         
Agreement, and (iii) the Depositary shall have determined that such distribution
is reasonably practicable within the terms of the Regulation S Deposit          
Agreement. Upon receipt of satisfactory documentation and the request of the    
Company to distribute property to Holders of Regulation S ADSs and after making 
the requisite determinations set forth above, the Depositary shall distribute   
the property so received to the Holders of record as of the Regulation S ADS    
Record Date, in proportion to the number of Regulation S ADSs held by them      
respectively and in such                                                        

A-15

F-6
76th Page of 102
TOC
1st
Previous
Next
Bottom
Just 76th

manner as the Depositary may deem practicable for accomplishing such            
distribution (i) upon receipt of payment or net of the applicable fees and      
charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes 
withheld. The Depositary may dispose of all or a portion of the property so     
distributed and deposited, in such amounts and in such manner (including public 
or private sale) as the Depositary may deem practicable or necessary to satisfy 
any taxes (including applicable interest and penalties) or other governmental   
charges applicable to the distribution. If (i) the Company does not request the 
Depositary to make such distribution to Holders or requests not to make such    
distribution to Holders, (ii) the Depositary does not receive satisfactory      
documentation within the terms of the Regulation S Deposit Agreement, or (iii)  
the Depositary determines that all or a portion of such distribution is not     
reasonably practicable, the Depositary shall sell or cause such property to be  
sold in a public or private sale, at such place or places and upon such terms as
it may deem practicable and shall (i) cause the proceeds of such sale, if any,  
to be converted into Dollars upon the terms described in the Regulation S       
Deposit Agreement and (ii) distribute the proceeds of such conversion received  
by the Depositary (net of applicable (a) fees and charges of, and expenses      
incurred by, the Depositary and (b) taxes) to the Holders as of the Regulation S
ADS Record Date upon the terms of the Regulation S Deposit Agreement. If the    
Depositary is unable to sell such property, the Depositary may dispose of such  
property in any way it deems reasonably practicable under the circumstances.    

     (15) Redemption. If the Company intends to exercise any right of redemption
in respect of any of the Regulation S Deposited Securities, the Company shall   
give timely notice thereof to the Depositary setting forth the particulars of   
the proposed redemption. Upon receipt of such (i) notice and (ii) satisfactory  
documentation given by the Company to the Depositary within the terms of the    
Regulation S Deposit Agreement, and only if the Depositary shall have determined
that such proposed redemption is reasonably practicable, the Depositary shall   
send to each Holder a notice setting forth the intended exercise by the Company 
of the redemption rights and any other particulars set forth in the Company's   
notice to the Depositary. The Depositary shall instruct the Custodian to present
to the Company the Regulation S Deposited Securities in respect of which        
redemption rights are being exercised against payment of the applicable         
redemption price. Upon receipt of confirmation from the Custodian that the      
redemption has taken place and that funds representing the redemption price have
been received, the Depositary shall convert, transfer, and distribute the       
proceeds (net of applicable (a) fees and charges of, and the expenses incurred  
by, the Depositary, and (b) taxes), retire Regulation S ADSs and cancel         
Regulation S ADRs upon delivery of such Regulation S ADSs by Holders thereof and
the terms set forth in the Regulation S Deposit Agreement. If less than all     
outstanding Regulation S Deposited Securities are redeemed, the Regulation S    
ADSs to be retired will be selected by lot or on a pro rata basis, as may be    
determined by the Depositary. The redemption price per Regulation S ADS shall be
the per share amount received by the Depositary upon the redemption of the      
Deposited Securities represented by Regulation S ADSs (subject to the terms of  
the Regulation S Deposit Agreement and applicable (a) fees and charges of, and  
expenses incurred by, the Depositary, and (b) taxes) multiplied by the number of
Regulation S Deposited Securities represented by each Regulation S ADS redeemed.

   (16) Regulation S ADS Record Dates. Whenever the Depositary shall receive
notice of the fixing of a record date by the Company for the determination of   
holders of Regulation S Deposited Securities entitled to receive any            
distribution (whether in cash, Shares, rights or other                          

A-16

F-6
77th Page of 102
TOC
1st
Previous
Next
Bottom
Just 77th

distribution), or whenever, for any reason, the Depositary causes a change in   
the number of Shares that are represented by each Regulation S ADS, or whenever 
the Depositary shall receive notice of any meeting of, or solicitation of       
consents or proxies of, holders of Shares or other Regulation S Deposited       
Securities, or whenever the Depositary finds it necessary or convenient in      
connection with the giving of any notice, solicitation of any consent or any    
other matter, the Depositary shall fix a record date (the "Regulation S ADS     
Record Date") for the determination of the Holders of Regulation S ADRs who     
shall be entitled to receive such dividend or distribution, to give instructions
for the exercise of voting rights at any such meeting, or to give or withhold   
such consent, or to receive such notice or solicitation or to otherwise take    
action, or to exercise the rights of Holders with respect to such changed number
of Shares represented by each Regulation S ADS. To the extent practicable, the  
Regulation S ADS Record Date shall be the same date as the record date for the  
Regulation S Deposited Securities (if any) set by the Company in Hong Kong.     
Subject to applicable law and the provisions of the Regulation S Deposit        
Agreement, only the Holders of Regulation S ADRs at the close of business in New
York on such Regulation S ADS Record Date shall be entitled to receive such     
distribution, to give such voting instructions, to receive such notice or       
solicitation, or otherwise take action, as the case may be.                     

  (17) Voting of Regulation S Deposited Securities. As soon as practicable
after receipt from the Company of notice of any meeting at which the holders of 
Shares are entitled to vote, or of solicitation of consents or proxies from     
holders of Shares or other Regulation S Deposited Securities, the Depositary    
shall fix the Regulation S ADS Record Date in respect of such meeting or        
solicitation of consent or proxy. The Depositary shall, if requested by the     
Company in writing in a timely manner (the Depositary having no obligation to   
take any further action if the request shall not have been received by the      
Depositary at least thirty (30) days prior to the date of such vote or meeting) 
and at the Company's expense and provided no U.S. legal prohibitions exist,     
distribute to Holders as of the Regulation S ADS Record Date: (a) such notice of
meeting or solicitation of consent or proxy, (b) a statement that the Holders at
the close of business in New York on the Regulation S ADS Record Date will be   
entitled, subject to any applicable law, the provisions of the Regulation S     
Deposit Agreement, the Articles of Association of the Company and the provisions
of or governing the Regulation S Deposited Securities (which provisions, if any,
shall be summarized in pertinent part by the Company), to instruct the          
Depositary as to the exercise of the voting rights, if any, pertaining to the   
Shares or other Regulation S Deposited Securities represented by such Holder's  
Regulation S ADSs, and (c) a brief statement as to the manner in which such     
voting instructions may be given. Voting instructions may be given only in      
respect of a number of Regulation S ADSs representing an integral number of     
Shares or other Regulation S Deposited Securities. Upon the timely receipt from 
a Holder of Regulation S ADSs as of the Regulation S ADS Record Date of voting  
instructions in the manner specified by the Depositary, the Depositary shall    
endeavor, insofar as practicable and permitted under applicable law, the        
provisions of the Regulation S Deposit Agreement, the Articles of Association of
the Company and the provisions of the Regulation S Deposited Securities, to vote
or cause the Custodian to vote the Shares and/or other Regulation S Deposited   
Securities (in person or by proxy) represented by such Holder's of Regulation S 
ADSs in accordance with such instructions. Neither the Depositary nor the       
Custodian shall, under any circumstances, exercise any discretion as to voting  
and neither the Depositary nor the Custodian shall vote, attempt to exercise the
right to vote, or in any way make use of the Shares or other                    

A-17

F-6
78th Page of 102
TOC
1st
Previous
Next
Bottom
Just 78th

Regulation S Deposited Securities represented by Regulation S ADSs except       
pursuant to and in accordance with such instructions from Holders. If the       
Depositary timely receives voting instructions from a Holder which fail to      
specify the manner in which the Depositary is to vote the Regulation S Deposited
Securities represented by such Holder's Regulation S ADSs, the Depositary will  
deem such Holder (unless otherwise specified in the notice distributed to       
Holders) to have instructed the Depositary to vote in favor of the items set    
forth in such instructions. If no instructions are received by the Depositary   
from any Holder with respect to any of the Shares or other Regulation S         
Deposited Securities represented by the Regulation S ADSs evidenced by such     
Holder's Regulation S ADRs, such Holder shall be deemed to have instructed the  
Depositary to give a discretionary proxy to a person designated by the Company  
with respect to such amount of Shares or Regulation S Deposited Securities and  
the Depositary shall give a discretionary proxy to a person designated by the   
Company to vote such amount of Shares or Regulation S Deposited Securities,     
provided, that no such instruction shall be deemed given and no such            
discretionary proxy shall be given with respect to any matter as to which the   
Company informs the Depositary (and the Company agrees to provide such          
information as promptly as practicable in writing) that (x) substantial         
opposition exists or (y) such matter materially and adversely affects the rights
of holders of Shares, in which case, the Regulation S Deposited Securities      
represented by Regulation S ADSs for which no specific voting instructions are  
received by the Depositary from the Holder shall not be voted. Notwithstanding  
anything else contained herein, the Depositary shall, if so requested in writing
by the Company, represent all Regulation S Deposited Securities (whether or not 
voting instructions have been received in respect of such Regulation S Deposited
Securities from Holders as of the Regulation S ADS Record Date) for the sole    
purpose of establishing quorum at a meeting of shareholders. There can be no    
assurance that Holders generally or any Holder in particular will receive the   
notice described above with sufficient time to enable the Holder to return      
voting instructions to the Depositary in a timely manner. Notwithstanding       
anything else contained in the Regulation S Deposit Agreement, the Depositary   
shall not have any obligation to take any action with respect to any meeting, or
solicitation of consents or proxies, of holders of Regulation S Deposited       
Securities if the taking of such action would violate U.S. laws. The Company    
agrees to take any and all actions reasonably necessary to enable Holders and   
Beneficial Owners to exercise the voting rights accruing to the Regulation S    
Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel
addressing any actions requested to be taken if so requested by the Depositary. 

   (18) Changes Affecting Regulation S Deposited Securities. Upon any change
in nominal or par value, split-up, cancellation, consolidation or any other     
reclassification of Regulation S 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 which shall be  
received by the Depositary or the Custodian in exchange for, or in conversion,  
replacement or otherwise in respect of, such Regulation S Deposited Securities  
shall, to the extent permitted by law, be treated as new Regulation S Deposited 
Securities under the Regulation S Deposit Agreement, and the Regulation S ADRs  
shall, subject to the terms of the Regulation S Deposit Agreement and applicable
law, evidence Regulation S ADSs representing the right to receive such          
replacement securities. The Depositary may, with the Company's approval, and    
shall, if the Company shall so request, subject to the terms of the Regulation S
Deposit Agreement and receipt of an opinion of counsel satisfactory to the      
Depositary that such                                                            

A-18

F-6
79th Page of 102
TOC
1st
Previous
Next
Bottom
Just 79th

distributions are not in violation of any applicable laws or regulations,       
execute and deliver additional Regulation S ADRs or make appropriate adjustments
in its records, as in the case of a stock dividend on the Shares, or call for   
the surrender of outstanding Regulation S ADRs to be exchanged for new          
Regulation S ADRs, in either case, as well as in the event of newly deposited   
Shares, with necessary modifications to the form of Regulation S ADR attached to
the Regulation S Deposit Agreement, specifically describing such new Regulation 
S Deposited Securities or corporate change. Notwithstanding the foregoing, in   
the event that any security so received may not be lawfully distributed to some 
or all Holders, the Depositary may, with the Company's approval, and shall, if  
the Company shall so request, subject to receipt of an opinion of Company's     
counsel satisfactory to the Depositary that such action is not in violation of  
any applicable laws or regulations, sell such securities at public or private   
sale, at such place or places and upon such terms as it may deem proper, and may
allocate the net proceeds of such sales (net of applicable (a) fees and charges 
of, and expenses incurred by, the Depositary, and (b) taxes) for the account of 
the Holders otherwise entitled to such securities upon an averaged or other     
practicable basis without regard to any distinctions among such Holders and     
distribute the net proceeds so allocated to the extent practicable as in the    
case of a distribution received in cash pursuant to the Regulation S Deposit    
Agreement. The Depositary shall not be responsible for (i) any failure to       
determine that it is lawful or practicable to make such securities available to 
Holders in general or to any Holder in particular, (ii) any foreign exchange    
exposure or loss incurred in connection with such sale, or (iii) any liability  
to the purchaser of such securities.                                            

   (19) Reports; Inspection of Register. The Depositary shall make available
for inspection during business hours by Holders at its Principal New York Office
copies of the Regulation S Deposit Agreement, any notices, reports or           
communications, including any proxy soliciting materials, received from the     
Company which are both (a) received by the Depositary or the Custodian, or the  
nominee of either of them, as the holder of the Regulation S Deposited          
Securities, and (b) made generally available to the holders of such Regulation S
Deposited Securities by the Company. The Depositary shall also distribute to    
Holders, at the Company's request and expense, copies of such notices, reports  
and communications when furnished by the Company to the Depositary pursuant to  
the Regulation S Deposit Agreement.                                             

  The Depositary shall keep books in its Principal New York Office for the
registration of Regulation S ADRs and transfers of Regulation S ADRs, which     
office shall be open at all reasonable times for inspection by the Company and  
by the Holders of such Regulation S ADRs, provided that such inspection shall   
not, to the Depositary's knowledge, be for the purpose of communicating with    
Holders of such Regulation S ADRs in the interest of a business or object other 
than the business of the Company or a matter related to the Regulation S Deposit
Agreement, the Regulation S ADSs or the Regulation S ADRs.                      

    Subject to the terms of the Regulation S Deposit Agreement, the Depositary
may close the transfer books with respect to Regulation S ADRs, at any time or  
from time to time, when deemed necessary or advisable by it in good faith in    
connection with the performance of its duties under the Regulation S Deposit    
Agreement, or at the reasonable request of the Company.                         

 (20) Taxation. The Depositary will, and will instruct the Custodian to,
forward to the Company or its agents such information from its records as the   
Company may reasonably request                                                  

A-19

F-6
80th Page of 102
TOC
1st
Previous
Next
Bottom
Just 80th

to enable the Company or its agents to file the necessary tax reports with      
governmental authorities or agencies. The Depositary, the Custodian or the      
Company or its agents may file such reports as are necessary to reduce or       
eliminate applicable taxes on dividends and other distributions in respect of   
Regulation S Deposited Securities under applicable tax treaties or laws for the 
Holders and Beneficial Owners. In accordance with instructions from the Company 
and to the extent practicable, the Depositary or the Custodian will take        
reasonable administrative actions to obtain tax refunds, reduced withholding of 
tax at source on dividends and other benefits under applicable tax treaties or  
laws with respect to dividends and other distributions on the Regulation S      
Deposited Securities. As a condition to receiving such benefits, Holders and    
Beneficial Owners of Regulation S ADSs may be required from time to time, and in
a timely manner, to file such proof of taxpayer status, residence and beneficial
ownership (as applicable), to execute such certificates and to make such        
representations and warranties, or to provide any other information or          
documents, as the Depositary or the Custodian may deem necessary or proper to   
fulfill the Depositary's or the Custodian's obligations under applicable law and
under the Regulation S Deposit Agreement. The Holders and Beneficial Owners     
shall indemnify the Depositary, the Company, the Custodian and any of their     
respective directors, employees, agents and Affiliates against, and hold each of
them harmless from, any claims by any governmental authority with respect to    
taxes, addition to tax, penalties, or interest arising out of any refund of     
taxes, reduced rate of withholding at source or other tax benefit obtained. If  
the Company (or any of its agents) withholds from any distribution any amount on
account of taxes or governmental charges, or pays any other tax in respect of   
such distribution (i.e. stamp duty tax, capital gains or other similar tax), the
Company shall (and shall cause such agent to) remit as promptly as practicable  
to the Depositary information about such taxes or governmental charges withheld 
or paid, and, if so requested, the tax receipt (or other proof of payment to the
applicable governmental authority) therefor, in each case, in a form            
satisfactory to the Depositary. The Depositary shall, to the extent required by 
U.S. law, report to Holders any taxes withheld by it or the Custodian, and, if  
such information is provided to it by the Company, any taxes withheld by the    
Company. The Depositary and the Custodian shall not be required to provide the  
Holders with any evidence of the remittance by the Company (or its agents) of   
any taxes withheld, or of the payment of taxes by the Company, except to the    
extent the evidence is provided by the Company to the Depositary. Neither the   
Depositary nor the Custodian shall be liable for the failure by any Holder or   
Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax 
paid against such Holder's or Beneficial Owner's income tax liability. The      
Depositary is under no obligation to provide the Holders and Beneficial Owners  
with any information about the tax status of the Company. The Depositary shall  
not incur any liability for any tax consequences that may be incurred by Holders
and Beneficial Owners on account of their ownership of the Regulation S ADSs    
including without limitation, tax consequences resulting from the Company (or   
any of its subsidiaries) being treated as a "Foreign Personal Holding Company," 
or as a "Passive Foreign Investment Company" (in each case as defined in the    
U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. 

  (21) Liability of the Company and the Depositary. Neither the Depositary
nor the Company nor any of their respective directors, employees, agents or     
Affiliates shall be obligated to do or perform any act which is inconsistent    
with the provisions of the Regulation S Deposit Agreement or incur any liability
(i) if the Depositary or the Company shall be prevented or forbidden from, or   
delayed in, doing or performing any act or thing required by the terms of the   

A-20

F-6
81st Page of 102
TOC
1st
Previous
Next
Bottom
Just 81st

Regulation S Deposit Agreement, by reason of any provision of any present or    
future law or regulation of the U.S., Hong Kong or any other country, or of any 
other governmental authority or regulatory authority or stock exchange, or on   
account of the possible criminal or civil penalties or restraint, or by reason  
of any provision, present or future, of the Articles of Association of the      
Company or any provision of, or governing, any Regulation S Deposited           
Securities, or by reason of any provision of any securities issued or           
distributed by the Company, or any offering or distribution thereof or by reason
of any act of God or war or other circumstances beyond its control (including,  
without limitation, nationalization, expropriation, currency restrictions, work 
stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions,    
explosions and computer failure), (ii) by reason of any exercise of, or failure 
to exercise, any discretion provided for in the Regulation S Deposit Agreement  
or in the Articles of Association of the Company or provisions of or governing  
Regulation S Deposited Securities, (iii) for any action or inaction in reliance 
upon the advice or information from legal counsel, accountants, any person      
presenting Shares for deposit, any Holder, any Beneficial Owner or authorized   
representative thereof, or any other person believed by it in good faith to be  
competent to give such advice or information, (iv) for the inability by a Holder
or Beneficial Owner to benefit from any distribution, offering, right or other  
benefit which is made available to holders of Shares but is not, under the terms
of the Regulation S Deposit Agreement, made available to Holders of Regulation S
ADSs or (v) for any consequential or punitive damages for any breach of the     
terms of the Regulation S Deposit Agreement. The Depositary, its controlling    
persons, its agents, any Custodian and the Company, its controlling persons and 
its agents may rely and shall be protected in acting upon any written notice,   
request or other document believed by it to be genuine and to have been signed  
or presented by the proper party or parties. No disclaimer of liability under   
the Securities Act is intended by any provision of the Regulation S Deposit     
Agreement.                                                                      

The Company and the Depositary assume no obligation and shall not be  
subject to any liability under this Regulation S ADR or the Regulation S Deposit
Agreement to any Holder or Beneficial Owner, except that the Company and the    
Depositary agree to perform their respective obligations specifically set forth 
in the Regulation S Deposit Agreement and this Regulation S ADR without         
negligence or bad faith.                                                        

Without limitation of the foregoing, neither the Depositary, nor the  
Company, nor any of their respective controlling persons, or agents, shall be   
under any obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Regulation S Deposited Securities or in respect of 
the Regulation S ADRs, which in its opinion may involve it in expense or        
liability, unless indemnity satisfactory to it against all expense (including   
fees and disbursements of counsel) and liability be furnished as often as may be
required (and no Custodian shall be under any obligation whatsoever with respect
to such proceedings, the responsibility of the Custodian being solely to the    
Depositary).                                                                    

    The Depositary and its agents shall not be liable for any failure to carry
out any instructions to vote any of the Regulation S Deposited Securities, or   
for the manner in which any vote is cast or the effect of any vote, provided    
that any such action or non-action is in good faith and in accordance with the  
terms of the Regulation S Deposit Agreement. The Depositary shall not incur any 
liability for any failure to determine that any distribution or action may be   
lawful                                                                          

A-21

F-6
82nd Page of 102
TOC
1st
Previous
Next
Bottom
Just 82nd

or reasonably practicable, for the content of any information submitted to it by
the Company for distribution to the Holders or for any inaccuracy of any        
translation thereof, for any investment risk associated with acquiring an       
interest in the Regulation S Deposited Securities, for the validity or worth of 
the Regulation S Deposited Securities, for the credit-worthiness of any third   
party, or for any tax consequences that may result from the ownership of        
Regulation S ADSs, Shares or Regulation S Deposited Securities, for allowing any
rights to lapse upon the terms of the Regulation S Deposit Agreement or for the 
failure or timeliness of any notice from the Company.                           

(22) Resignation and Removal of the Depositary; the Custodian. The    
Depositary may at any time resign as Depositary under the Regulation S Deposit  
Agreement by written notice of resignation delivered to the Company, such       
resignation to take effect upon the earlier to occur of (i) the 90th day after  
delivery thereof to the Company (whereupon the Depositary shall be entitled to  
take the actions contemplated in Section 6.2 of the Regulation S Deposit        
Agreement), or (ii) the appointment by the Company of a successor depositary and
its acceptance of such appointment as provided in the Regulation S Deposit      
Agreement. The Depositary may at any time be removed by the Company by written  
notice of removal delivered to the Depositary, which notice of removal shall be 
effective upon the later of (i) the 90th day after delivery thereof to the      
Depositary (whereupon the Depositary shall be entitled to take the actions      
contemplated in Section 6.2 of the Regulation S Deposit Agreement), or (ii) the 
appointment by the Company of a successor depositary and its acceptance of such 
appointment as provided as provided in the Regulation S Deposit Agreement.      
Whenever the Depositary determines, in its discretion, that it is appropriate to
do so, it may appoint an additional custodian with respect to any Regulation S  
Deposited Securities, or discharge the Custodian with respect to any Regulation 
S Deposited Securities and appoint a substitute custodian, which shall          
thereafter be Custodian hereunder with respect to the Regulation S Deposited    
Securities. Immediately upon any such change, the Depositary shall give notice  
thereof in writing to all Holders of Regulation S ADRs, each other Custodian and
the Company.                                                                    

 (23) Amendment of Regulation S Deposit Agreement and Regulation S ADRs.
This Regulation S ADR, the Regulation S Deposit Agreement and the form of       
Regulation S ADR attached to the Regulation S Deposit Agreement may be amended  
or supplemented at any time and from time to time by written agreement between  
the Company and the Depositary in any respect which they may deem necessary or  
desirable without the prior consent of Holders or Beneficial Owners. Any        
amendment or supplement which shall impose or increase any fees or charges      
(other than charges in connection with foreign exchange control regulation,     
taxes, other governmental charges, delivery and other such expenses) or which   
shall otherwise materially prejudice any substantial existing right of Holders  
or Beneficial Owners, shall not, however, become effective as to outstanding    
Regulation S ADRs until the expiration of thirty (30) days after notice of such 
amendment or supplement shall have been given to the Holders of outstanding     
Regulation S ADRs. The parties hereto agree that substantial rights of Holders  
and Beneficial Owners shall not be deemed materially prejudiced by any          
amendments or supplements which (i) are reasonably necessary (as agreed by the  
Company and the Depositary) in order for the Regulation S ADSs or Shares to be  
settled solely in electronic book-entry form and (ii) do not impose or increase 
any fees or charges to be borne by Holders or Beneficial Owners. Every Holder or
Beneficial Owner at the time any amendment or supplement so                     

A-22

F-6
83rd Page of 102
TOC
1st
Previous
Next
Bottom
Just 83rd

becomes effective shall be deemed by continuing to hold such Regulation S ADS(s)
or any beneficial interest therein, to consent and agree to such amendment or   
supplement and to be bound by the terms of the Regulation S Deposit Agreement or
this Regulation S ADR as amended and supplemented thereby.                      

In no event shall any amendment or supplement impair the right of the 
Holder to surrender this Regulation S ADR and receive therefor the Regulation S 
Deposited Securities represented thereby, except in order to comply with        
mandatory provisions of applicable law. Notwithstanding the foregoing, if any   
governmental body should adopt new laws, rules or regulations which would       
require an amendment or supplement of the Regulation S Deposit Agreement to     
ensure compliance therewith, the Company and the Depositary may amend or        
supplement the Regulation S Deposit Agreement and this Regulation S ADR at any  
time in accordance with such changed laws, rules or regulations. Such amendment 
or supplement to the Regulation S Deposit Agreement or this Regulation S ADR in 
such circumstances may become effective before a notice of such amendment or    
supplement is given to Holders or within any other period of time as required   
for compliance with such laws, rules or regulations.                            

     (24) Termination of Regulation S Deposit Agreement. The Depositary shall at
any time, at the written direction of the Company, terminate the Regulation S   
Deposit Agreement by providing notice of such termination to the Holders of all 
Regulation S ADRs then outstanding at least thirty (30) days prior to the date  
fixed in such notice for such termination. If ninety (90) days shall have       
expired after (i) the Depositary shall have delivered to the Company a written  
notice of its election to resign or (ii) the Company shall have delivered to the
Depositary a written notice of the removal of the Depositary, and in either case
a successor depositary shall not have been appointed and accepted its           
appointment upon the terms described in the Regulation S Deposit Agreement, the 
Depositary may likewise terminate the Regulation S Deposit Agreement by         
providing notice of termination to the Company and the Holders of all Regulation
S ADRs then outstanding at least thirty (30) days prior to the date fixed for   
such termination. On and after the date of termination of the Regulation S      
Deposit Agreement, the Holder of a Regulation S ADR will, upon (i) surrender of 
such Regulation S ADR at the Principal New York Office of the Depositary, (ii)  
the payment of the charges of the Depositary for the surrender of Regulation S  
ADRs specified in the Regulation S Deposit Agreement and subject to the         
conditions and restrictions set forth in the Regulation S Deposit Agreement, and
(iii) payment of any applicable taxes or governmental charges, be entitled to   
delivery, to him or upon his order, of the amount of the Regulation S Deposited 
Securities represented by such Regulation S ADR. If any Regulation S ADRs shall 
remain outstanding after the date of termination of the Regulation S Deposit    
Agreement, the Depositary thereafter shall discontinue the registration of      
transfers of Regulation S ADRs, and the Depositary shall suspend the            
distribution of dividends to the Holders thereof, and shall not give any further
notices or perform any further acts under the Regulation S Deposit Agreement,   
except that the Depositary shall continue to collect dividends and other        
distributions pertaining to Regulation S Deposited Securities, shall sell rights
and other property as provided in the Regulation S Deposit Agreement, and shall 
continue to deliver Regulation S Deposited Securities, subject to the conditions
and restrictions set forth in the Regulation S Deposit Agreement, 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 Regulation
S ADRs surrendered to the Depositary                                            

A-23

F-6
84th Page of 102
TOC
1st
Previous
Next
Bottom
Just 84th

(after deducting or charging, as the case may be, the charges of the Depositary 
for the surrender of Regulation S ADRs and the withdrawal of Regulation S       
Deposited Securities, any expenses for the account of the Holder in accordance  
with the terms and conditions of the Regulation S Deposit Agreement and any     
applicable taxes or governmental charges or assessments). At any time after the 
expiration of six (6) months from the date of termination of the Regulation S   
Deposit Agreement, the Depositary may sell the Regulation S Deposited Securities
then held under the terms of the Regulation S Deposit Agreement and may         
thereafter hold uninvested the net proceeds of any such sale, together with any 
other cash then held by it hereunder, in an unsegregated account and without    
liability for interest, for the pro rata benefit of the Holders of Regulation S 
ADRs whose Regulation S ADRs have not theretofore been surrendered. After making
such sale, the Depositary shall be discharged from all obligations under the    
Regulation S Deposit Agreement with respect to the Regulation S ADRs, the       
Regulation S Deposited Securities and the Regulation S ADSs, except as set forth
in the Regulation S Deposit Agreement and to account for such net proceeds and  
other cash (after deducting or charging, as the case may be, in each case, the  
charges of the Depositary for the surrender of a Regulation S ADR, any expenses 
for the account of the Holder as set forth in the Regulation S Deposit Agreement
and any applicable taxes or governmental charges or assessments). Upon the      
termination of the Regulation S Deposit Agreement, the Company shall be         
discharged from all obligations to the Holders and Beneficial Owners thereunder 
(except as set forth in the Regulation S Deposit Agreement).                    

(25) Certain Rights of the Depositary; Limitations. In its capacity as
Depositary, the Depositary shall not lend Shares or Regulation S ADSs; provided,
however, that the Depositary may (i) issue Regulation S ADSs prior to the       
receipt of Shares pursuant to Section 2.3 of the Regulation S Deposit Agreement 
and (ii) deliver Shares prior to the receipt and cancellation of Regulation S   
ADSs pursuant to Section 2.7 of the Regulation S Deposit Agreement, including   
Regulation S ADSs which were issued under (i) above but for which Shares may not
have been received (each such transaction a "Pre-Release Transaction"). The     
Depositary may receive Regulation S ADSs in lieu of Shares under (i) above and  
receive Shares in lieu of Regulation S ADSs under (ii) above. Each such         
Pre-Release Transaction will be (a) subject to a written agreement whereby the  
person or entity (the "Applicant") to whom Regulation S ADSs or Shares are to be
delivered (w) represents that at the time of the Pre-Release Transaction the    
Applicant or its customer owns the Shares or Regulation S ADSs that are to be   
delivered by the Applicant under such Pre-Release Transaction, (x) agrees to    
indicate the Depositary as owner of such Shares or Regulation S ADSs in its     
records and to hold such Shares or Regulation S ADSs in trust for the Depositary
until such Shares or Regulation S ADSs are delivered to the Depositary or the   
Custodian, (y) unconditionally guarantees to deliver to the Depositary or the   
Custodian, as applicable, such Shares or Regulation S ADSs, and (z) agrees to   
any additional restrictions or requirements that the Depositary deems           
appropriate, (b) at all times fully collateralized with cash, U.S. government   
securities or such other collateral as the Depositary deems appropriate, (c)    
terminable by the Depositary on not more than five (5) business days' notice,   
and (d) subject to such further indemnities and credit regulations as the       
Depositary deems appropriate. The Depositary will normally limit the number of  
Regulation S ADSs and Shares involved in such Pre-Release Transactions at any   
one time to thirty percent (30%) of the Regulation S ADSs outstanding (without  
giving effect to Regulation S ADSs outstanding under (i) above), provided,      
however, that the Depositary reserves the right to change                       

A-24

F-6
85th Page of 102
TOC
1st
Previous
Next
Bottom
Just 85th

or disregard such limit from time to time as it deems appropriate. The          
Depositary may also set limits with respect to the number of Regulation S ADSs  
and Shares involved in Pre-Release Transactions with any one person on a case by
case basis as it deems appropriate.                                             

  Subject to the further terms and provisions of this paragraph and of the
Regulation S Deposit Agreement, Citibank, N.A., and its agents and their        
Affiliates may own and deal in any class of securities of the Company and its   
Affiliates and in Regulation S ADSs.                                            

    The Depositary may retain for its own account any compensation received by
it in connection with the foregoing. Collateral provided pursuant to (b) above, 
but not the earnings thereon, shall be held for the benefit of the Holders      
(other than the Applicant).                                                     

    Prior to the Effective Time, the Depositary may require the person to whom
any Pre-Release is made pursuant to this paragraph to deliver to the Depositary 
a duly completed and executed certificate and agreement in substantially the    
form of Exhibit D-1 to the Regulation S Deposit Agreement.                      

Dated: [Date]                                                 

 CITIBANK, N.A.,
   as Depositary

By:           
                 -------------------------
                  Vice President

    The address of the Principal New York Office of the Depositary is 111 Wall
Street, New York, New York 10043.                                               

A-25

F-6
86th Page of 102
TOC
1st
Previous
Next
Bottom
Just 86th

 (ASSIGNMENT AND TRANSFER SIGNATURE LINES)

  FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and
transfer(s) unto [___________] whose taxpayer identification number is          
[___________] and whose address including postal zip code is                    
[_________________________________] the within Regulation S ADR and all rights  
thereunder, hereby irrevocably constituting and appointing attorney-in-fact to  
transfer said Regulation S ADR on the books of the Depositary with full power of
substitution in the premises.                                                   

                 In connection with the transfer of this Regulation S ADR, the
undersigned Holder certifies that:                                              

(Check one)                                                                     

[]  (a)  This Regulation S ADR is being transferred to a person who the       
        undersigned Holder reasonably believes is a "Qualified Institutional
          Buyer" (within the meaning of Rule 144A under the Securities Act) in a
        transaction meeting the requirements of Rule 144A purchasing for its
          own account or for the account of a Qualified Institutional Buyer that
       is aware that the resale, pledge or other transfer is being made in
reliance on Rule 144A.                                      

[]  (b)  This Regulation S ADR is being transferred to a person other than    
         a U.S. Person (as defined in Regulation S) in an offshore transaction
     in accordance with Rule 903 or Rule 904 of Regulation S under the
Securities Act.                                             

[]  (c)  This Regulation S ADR is being transferred pursuant to an            
         exemption from registration provided by Rule 144 under the Securities
Act.                                                        

[]  (c)  This Regulation S ADR is being transferred pursuant to an            
         exemption from registration provided by Rule 144 under the Securities
Act.                                                        

[]  (d)  This Regulation S ADR is being transferred pursuant to an            
effective registration statement under the Securities Act.  

      If none of the boxes above is checked, the Depositary shall not be
obligated to register this Regulation S ADR in the name of any person other than
the Holder hereof unless and until the conditions to any such transfer of       
registration set forth herein and in the Regulation S Deposit Agreement shall   
have been satisfied.                                                            

Dated: [Date]                    Name:                                
                                 ---------------------------
         By:
            Title:

                                         NOTICE: The signature of the Holder
                                        to this assignment must correspond
                              with the name as written

A-26

F-6
87th Page of 102
TOC
1st
Previous
Next
Bottom
Just 87th

                                         upon the within instrument in every
                                        particular, with out alteration or
                               enlargement or any change
                 whatsoever.

SIGNATURE GUARANTEED                                                          

A-27

F-6
88th Page of 102
TOC
1st
Previous
Next
Bottom
Just 88th

                                                                     EXHIBIT B

FEE SCHEDULE

 DEPOSITARY FEES AND RELATED CHARGES

All capitalized terms used but not otherwise defined herein shall have
 the meaning given to such terms in the Regulation S Deposit Agreement

I.   Depositary Fees                                                            

   The Company, the Holders, the Beneficial Owners and the persons
depositing Shares or surrendering Regulation S ADSs for cancellation agree to   
pay the following fees of the Depositary:                                       

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------ 
                Service                                  Rate                              By Whom Paid            
------------------------------------------------------------------------------------------------------------------ 
                                                                                                                   
(1)       Issuance of Regulation S ADSs  Up to U.S. $5.00 per 100 Regulation   Person depositing Shares (other     
          upon deposit of Shares         S ADSs (or fraction thereof) issued.  than the Company) or person         
          (excluding issuances as a                                            receiving Regulation S ADSs.        
          result of (i) Shares                                                                                     
          deposited by the Company and                                                                             
          (ii) distributions described                                                                             
          in paragraph (4) below).                                                                                 
------------------------------------------------------------------------------------------------------------------ 
(2)       Delivery of Deposited          Up to U.S. $5.00 per 100 Regulation    Person surrendering Regulation S   
          Securities, property and       S ADSs (or fraction thereof)           ADSs for the purpose of withdrawal 
          cash against surrender of      surrendered.                           of Deposited Securities or person  
          Regulation S ADSs.                                                    to whom Deposited Securities are   
                                                                                delivered.                         
------------------------------------------------------------------------------------------------------------------ 
(3)       Distribution of cash           Up to U.S. $2.00 per 100 Regulation   Person to whom distribution is made.
          dividends or other cash        S ADSs (or fraction thereof) held.                                        
          distributions (i.e., sale of                                                                             
          rights and other                                                                                         
          entitlements).                                                                                           
------------------------------------------------------------------------------------------------------------------ 
(4)       Distribution of Regulation S   Up to U.S. $5.00 per 100 Regulation   Person to whom distribution is made.
          ADSs pursuant to (i) stock     S ADSs (or fraction thereof) issued.                                      
          dividends or other free                                                                                  
          stock distributions, or                                                                                  
          (ii) exercise of rights to                                                                               
          purchase additional                                                                                      
          Regulation S ADSs.                                                                                       
------------------------------------------------------------------------------------------------------------------ 

                                      B-1                                                                          

F-6
89th Page of 102
TOC
1st
Previous
Next
Bottom
Just 89th

------------------------------------------------------------------------------------------------------------------ 
(5)       Distribution of securities     Up to U.S. $5.00 per unit of 100      Person to whom distribution is made.
          other than Regulation S ADSs   securities (or fraction thereof)                                          
          or rights to purchase          distributed.                                                              
          additional Regulation S ADSs                                                                             
          (i.e., spin-off shares).                                                                                 
------------------------------------------------------------------------------------------------------------------ 
(6)       Depositary Services.           Up to U.S. $2.00 per 100 Regulation   Person holding Regulation S ADSs on 
                                         S ADSs (or fraction thereof) held     the last day of any calendar year.  
                                         as of the last day of each calendar                                       
                                         year, net of any cash dividend fees                                       
                                         charged under paragraph (3) above                                         
                                         during the applicable calendar year.                                      
------------------------------------------------------------------------------------------------------------------ 
(7)       Transfer of Regulation S       U.S. $1.50 per Regulation S ADR       Person presenting Regulation S ADR  
          ADRs.                          certificate presented for transfer.   certificate for transfer.           
------------------------------------------------------------------------------------------------------------------ 

II.  Charges                                                                    

         Holders, Beneficial Owners, persons depositing Shares (other than the
Company) for deposit and persons surrendering Regulation S ADSs for cancellation
and for the purpose of withdrawing Regulation S Deposited Securities shall be   
responsible for the following charges:                                          

(i)  taxes (including applicable interest and penalties) and other governmental 
charges;                                                              

(ii) such registration fees as may from time to time be in effect for the       
  registration of Shares or other Regulation S Deposited Securities on the
    share register and applicable to transfers of Shares or other Regulation S
   Deposited Securities to or from the name of the Custodian, the Depositary
or any of their respective nominees upon the making of deposits and   
withdrawals, respectively;                                            

(iii)such cable, telex and facsimile transmission and delivery expenses as are  
expressly provided in the Regulation S Deposit Agreement to be at the 
expense of the person depositing or withdrawing Shares or Holders and 
Beneficial Owners of Regulation S ADSs;                               

(iv) the expenses and charges incurred by the Depositary in the conversion of   
foreign currency;                                                     

(v)  such fees and expenses as are incurred by the Depositary in connection with
compliance with exchange control regulations and other regulatory     
requirements applicable to Shares, Regulation S Deposited Securities, 
Regulation S ADSs and Regulation S ADRs; and                          

(vi) the fees and expenses incurred by the Depositary, the Custodian or any of  
    their respective nominees in connection with the servicing and delivery of
Regulation S Deposited Securities.                                    

B-2 

F-6
90th Page of 102
TOC
1st
Previous
Next
Bottom
Just 90th

                                                                       EXHIBIT C

 LETTER OF REPRESENTATIONS

BOC HONG KONG (HOLDINGS) LIMITED
 (Name of the Company)

CITIBANK, N.A.
(Name of Depositary)

 (The DTC Letter of Representations and applicable riders may be
obtained from the website maintained by The Depository
Trust Company, which, as of the date of the Regulation S
 Deposit Agreement, is "http://dtcservices.dtcc.com".)

C-1 

F-6
91st Page of 102
TOC
1st
Previous
Next
Bottom
Just 91st

                                                                     EXHIBIT D-1

Certification and Agreement of Persons Acquiring
Regulation S ADSs Upon Deposit of Shares
Pursuant to Section 2.3 of the
 Regulation S Deposit Agreement/1/

Citibank, N.A.                                                                  
ADR Department                                                                  
111 Wall Street                                                                 
New York, New York  10043                                                       

Re: BOC Hong Kong (Holdings) Limited
    --------------------------------

        We refer to the Regulation S Deposit Agreement, dated as of July 25,
2002 (the "Deposit Agreement"), among BOC HONG KONG (HOLDINGS) LIMITED (the     
"Company"), CITIBANK, N.A., as Depositary, and Holders and Beneficial Owners    
from time to time of Regulation S American Depositary Shares evidenced by       
Regulation S American Depositary Receipts (the "Receipts") issued thereunder.   
Capitalized terms used but not defined herein shall have the meanings given them
in the Deposit Agreement.                                                       

       1. This Certification and Agreement is furnished in connection with
the deposit of Shares and issuance of Regulation S American Depositary Shares   
(the "ADSs") to be evidenced by one or more Receipts pursuant to Section 2.3 of 
the Deposit Agreement.                                                          

     2. We acknowledge (or if we are a broker-dealer, our customer has
confirmed to us that it acknowledges) that the Receipts, the ADSs evidenced     
thereby and the Shares represented thereby have not been and will not be        
registered under the Securities Act of 1933 (the "Act") or with any securities  
regulatory authority in any state or jurisdiction of the United States.         

3. We certify that either:                                  

       (a) We are, or at the time the Shares are deposited and at the time
the Receipts are issued will be, the beneficial owner of the Shares and of the  
ADSs evidenced by such Receipt or Receipts, and:                                

        (i) we are not a U.S. person (as defined in Regulation S) and we are
     located outside the United States (within the meaning of Regulation S under
  the Act) and acquired, or have agreed to acquire and will have acquired,
     the Shares to be deposited outside the United States (within the meaning of
Regulation S),                                                        

-----------------                                                               
1    To be used prior to effectiveness of a registration statement on Form F-6  
under the Securities Act of 1933 relating to depositary receipts to be
issued pursuant to the Deposit Agreement following such effectiveness.

 D-1-1

F-6
92nd Page of 102
TOC
1st
Previous
Next
Bottom
Just 92nd

     (ii) we are not an affiliate of the Company or a person acting on
behalf of such an affiliate, and                                      

         (iii) we are not in the business of buying and selling securities or,
if we are in such business, we did not acquire the securities to be   
deposited from the Company or any affiliate thereof in the initial    
distribution of ADSs, Shares and Rule 144A ADSs.                      

OR

    (b) We are a broker-dealer acting on behalf of our customer; our
customer has confirmed to us that it is, or at the time the Shares are deposited
and at the time the Receipt or Receipts are issued will be, the beneficial owner
of the Shares and of the ADSs evidenced by such Receipt or Receipts, and:       

    (i) it is not a U.S. person and it is located outside the United
   States and acquired, or has agreed to acquire and will have acquired, the
Shares to be deposited outside the United States,                     

    (ii) it is not an affiliate of the Company or a person acting on
behalf of such an affiliate, and                                      

        (iii) it is not in the business of buying and selling securities or,
if it is in such business, it did not acquire the securities to be    
deposited from the Company or any affiliate thereof in the initial    
distribution of ADSs, Shares and Rule 144A ADSs.                      

 D-1-2

F-6
93rd Page of 102
TOC
1st
Previous
Next
Bottom
Just 93rd

         4. We agree (or if we are a broker-dealer, our customer has confirmed
to us that it agrees) that prior to expiration of forty (40) days after the     
later of the commencement of the offering of the ADSs, the Shares and the Rule  
144A ADSs on behalf of the Company and the last closing in respect of such      
offering (the "restricted period"), we (or it) will not offer, sell, pledge or  
otherwise transfer the Regulation S ADSs evidenced thereby or the Shares        
represented thereby except (a) to a person whom we reasonably believe (or it and
anyone acting on its behalf reasonably believes) is a Qualified Institutional   
Buyer within the meaning of Rule 144A under the Act in a transaction meeting the
requirements of Rule 144A, or (b) outside the United States to a person other   
than a U.S. Person (as defined in Regulation S) in accordance with Regulation S 
under the Act, in either case in accordance with any applicable securities laws 
of any state of the United States. We further agree (or if we are a             
broker-dealer, our customer has confirmed to us that it agrees) that if we sell 
or otherwise transfer (or it sells or otherwise transfers) the ADSs evidenced by
the Receipt or Receipts referred to above or the Shares represented thereby in  
accordance with clause (a) above prior to the expiration of the restricted      
period, we (or our customer) will, prior to settlement of such sale, cause such 
Shares to be withdrawn in accordance with the terms and conditions of the       
Deposit Agreement and we (or our Customer) will cause instructions to be given  
to the Depositary to deliver such Shares to the Custodian under the Rule 144A   
Deposit Agreement for deposit thereunder and issuance of a Rule 144A ADR        
evidencing a Rule 144A ADS upon receipt of the proper certification on behalf of
the purchaser and otherwise in accordance with the terms and conditions of such 
Rule 144A Deposit Agreement.                                                    

                   Very truly yours,

                             [NAME OF CERTIFYING ENTITY]

     By:
                                     ---------------------------
                Title:

Date:                                                                           
-------------------------                                             

 D-1-3

F-6
94th Page of 102
TOC
1st
Previous
Next
Bottom
Just 94th

                                                                     EXHIBIT D-2

 Certification and Agreement of Persons Surrendering
 Regulation S ADSs for the Purpose
 of Withdrawal of Regulation S Deposited
 Securities Pursuant to Section 2.7 of the
 Regulation S Deposit Agreement/1/

Citibank, N.A.                                                                  
ADR Department                                                                  
111 Wall Street                                                                 
New York, New York 10043                                                        

Re: BOC Hong Kong (Holdings) Limited
    --------------------------------

   We refer to the Regulation S Deposit Agreement, dated as of July 25, 2002
(the "Deposit Agreement"), among BOC HONG KONG (HOLDINGS) LIMITED (the          
"Company"), CITIBANK, N.A., as Depositary thereunder, and Holders and Beneficial
Owners from time to time of Regulation S American Depositary Shares evidenced by
Regulation S American Depositary Receipts (the "Receipts") issued thereunder.   
Capitalized terms used but not defined herein shall have the meanings given them
in the Deposit Agreement.                                                       

       1. We are surrendering a Receipt or Receipts in accordance with the
terms of the Deposit Agreement or giving withdrawal instructions through DTC in 
accordance with the Deposit Agreement for the purpose of withdrawal of the      
Regulation S Deposited Securities represented by the Regulation S American      
Depositary Shares ("ADSs") evidenced by such Receipt or Receipts (the "Shares") 
pursuant to Section 2.7 of the Deposit Agreement.                               

     2. We acknowledge (or if we are a broker-dealer, our customer has
confirmed to us that it acknowledges) that the Receipts, the ADSs evidenced     
thereby and the securities represented thereby have not been and will not be    
registered under the Securities Act of 1933, as amended (the "Act"), or with any
securities regulatory authority in any state or jurisdiction in the United      
States.                                                                         

3. We certify that either:                                  

      (a) We are not a U.S. person (as defined in Regulation S under the
Act) and we are located outside the United States (within the meaning of        
Regulation S under the Act), and either:                                        

   (i) we have sold or otherwise transferred, or agreed to sell or
     otherwise transfer and at or prior to the time of withdrawal will have sold
     or otherwise transferred, the ADSs or the Shares to persons other than U.S.
Persons (as such term is defined in                                   

---------------                                                                 
1    To be used prior to the expiration of forty (40) days after the later of   
  the commencement of the offering of ADSs on behalf of the Issuer and the
related closing.                                                      

    Regulation S under the Act) in accordance with Regulation S under the Act,
     and we are, or prior to such sale or other transfer we were, the beneficial
owner of the ADSs, or                                                 

    (ii) we have sold or otherwise transferred, or agreed to sell or
     otherwise transfer and at or prior to the time of withdrawal will have sold
or otherwise transferred the ADSs or the Shares to a Qualified        
   Institutional Buyer in accordance with Rule 144A, and accordingly, we are
   separately giving instructions to the Depositary to deliver the Shares to
    the custodian under the Rule 144A Deposit Agreement for deposit thereunder
    and issuance of a Rule 144A ADR evidencing a Rule 144A ADS upon receipt of
the proper certification on behalf of the purchaser and otherwise in  
accordance with the terms and conditions of such Rule 144A Deposit    
 Agreement and we are, or prior to such sale other transfer we were, the
beneficial owner of the ADSs, or                                      

        (iii) we will be the beneficial owner of the Shares upon withdrawal,
     and, accordingly, we agree that, prior to the expiration of forty (40) days
     after the later of the commencement of the offering of the ADSs, the Shares
     and Rule 144A ADSs on behalf of the Company and the last closing in respect
     of such offering, we will not offer, sell, pledge or otherwise transfer the
 Shares except (A) to a person whom we (and anyone acting on our behalf)
     reasonable believe is a Qualified Institutional Buyer within the meaning of
   Rule 144A under the Act in a transaction meeting the requirements of Rule
    144A, or (B) to a person other than a U.S. Person (as such term is defined
  in Regulation S under the Act) in accordance with Regulation S under the
Act.                                                                  

OR

         (b) We are a Qualified Institutional Buyer acting for our own account
or for the account of one or more Qualified Institutional Buyers; we have agreed
to acquire (or it has agreed to acquire), the ADSs or the Shares in a           
transaction which we understand is being made in reliance upon Rule 144A, and,  
accordingly, we (or it) are separately taking all action necessary to cause the 
Shares being withdrawn to be deposited under the Rule 144A Deposit Agreement for
issuance of a Rule 144A ADR evidencing a Rule 144A ADS.                         

       4. If we are a broker-dealer, we further certify that we are acting
for the account of our customer and that our customer has confirmed the accuracy
of the representations contained in paragraph 3 hereof that are applicable to it
and, if paragraph 3(a)(iii) is applicable to our customer, has confirmed that it
will comply with the agreements set forth in paragraph 3(a)(iii).               

                   Very truly yours,

                             [NAME OF CERTIFYING ENTITY]

     By:
                                     ---------------------------
                Title:

Date:                                                                           
-------------------------                                             

 D-2-2

F-6
95th Page of 102
TOC
1st
Previous
Next
Bottom
Just 95th

                                                                     Exhibit (b)

BOC Hong Kong (HOLDINGS) LIMITED

 AND

 CITIBANK, N.A.,
 As Depositary

 AND

 HOLDERS AND BENEFICIAL OWNERS
FROM TIME TO TIME OF
REGULATION S AMERICAN DEPOSITARY SHARES   
EVIDENCED BY REGULATION S AMERICAN DEPOSITARY   
RECEIPTS
--------------------------------  
 Amendment No. 1

to

Regulation S Deposit Agreement

Dated as of March 18, 2003

F-6
96th Page of 102
TOC
1st
Previous
Next
Bottom
Just 96th

AMENDMENT NO. 1 TO REGULATION S DEPOSIT AGREEMENT   

    AMENDMENT NO. 1 TO REGULATION S DEPOSIT AGREEMENT, is made and effective
as of March 18, 2003 (the "Amendment"), by and among BOC HONG KONG (HOLDINGS)   
LIMITED, a corporation organized and existing under the laws of Hong Kong (the  
"Company"), CITIBANK, N.A., a national banking association organized under the  
laws of the United States of America and acting solely as depositary (the       
"Depositary"), and all Holders and Beneficial Owners from time to time of       
Regulation S American Depositary Shares evidenced by Regulation S American      
Depositary Receipts issued under the Deposit Agreement.                         

  W I T N E S S E T H  T H A T

      WHEREAS, the parties hereto entered into that certain Regulation S Deposit
Agreement, dated as of July 25, 2002 (the "Regulation S Deposit Agreement"), for
the creation of Regulation S American Depositary Receipts ("Regulation S ADRs") 
evidencing Regulation S American Depositary Shares ("Regulation S ADSs")        
representing the Shares (as defined in the Regulation S Deposit Agreement) so   
deposited and for the execution and delivery of such Regulation S ADRs          
evidencing such Regulation S ADSs;                                              

    WHEREAS, the Company and the Depositary desire to amend the Regulation S
Deposit Agreement to reflect certain changes to the arrangements on voting of   
the Shares;                                                                     

     WHEREAS, the Company and the Depositary intend to register the Regulation
S ADSs with the United States Securities and Exchange Commission by filing a    
registration statement on Form F-6 and desire to amend the Regulation S Deposit 
Agreement to facilitate such registration; and                                  

   WHEREAS, pursuant to Section 6.1 of the Regulation S Deposit Agreement,
the Company and the Depositary deem it necessary and desirable to amend the     
Regulation S Deposit Agreement and the form of Regulation S ADR annexed thereto 
as Exhibit A for the purposes set forth herein.                                 

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Depositary    
hereby agree to amend the Regulation S Deposit Agreement as follows:            

 ARTICLE I

 DEFINITIONS

     SECTION 1.1. Definitions. Unless otherwise defined in this Amendment, all
capitalized terms used, but not otherwise defined, herein shall have the meaning
given to such terms in the Regulation S Deposit Agreement.                      

1 

F-6
97th Page of 102
TOC
1st
Previous
Next
Bottom
Just 97th

ARTICLE II

AMENDMENTS TO REGULATION S DEPOSIT AGREEMENT  

SECTION 2.1. Regulation S Deposit Agreement. All references in the  
Regulation S Deposit Agreement to the term "Regulation S Deposit Agreement"     
shall refer to the Regulation S Deposit Agreement, dated as of July 25, 2002,   
and as amended by this Amendment.                                               

    SECTION 2.2. Book-Entry System; Form and Transferability of Regulation S
ADRs. Subsection (a) of Section 2.2 of the Regulation S Deposit Agreement is    
hereby amended by deleting the second sentence of the first paragraph in its    
entirety and inserting the following in its stead:                              

    "So long as the Regulation S ADSs are eligible for book-entry settlement
with Euroclear and Clearstream and DTC, as the case may be, unless a
  Registration Statement on Form F-6 with respect to registration of the
Regulation S ADSs under the Securities Act is in effect with the    
 Commission or is otherwise required by law, Regulation S ADSs will be
   evidenced by a single Master Regulation S ADR (the "Master Regulation S
ADR") registered in the name of a nominee of DTC (initially "Cede & 
Co.")."                                                             

  SECTION 2.3. Limitations on Execution and Delivery, Transfer, Etc., of
Regulation S ADRs; Suspension of Delivery, Transfer, Etc. Section 2.8 of the    
Regulation S Deposit Agreement is hereby amended by deleting the second         
paragraph in its entirety and inserting the following in its stead:             

    "Notwithstanding anything herein to the contrary, after the Distribution
      Compliance Period, a Holder is entitled to withdraw Regulation S Deposited
 Securities 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 to the
  Depositary, (iii) compliance with any laws or governmental regulations
relating to Regulation S ADRs or to the withdrawal of Regulation S  
Deposited Securities and (iv) other circumstances specifically      
   contemplated by Section I.A.(1) of the General Instructions to Form F-6
    Registration Statement (as such General Instructions may be amended from
time to time)."                                                     

    SECTION 2.4. Voting of Regulation S Deposited Securities. Section 4.9 of
the Regulation S Deposit Agreement is hereby amended by deleting the third      
sentence of the second paragraph in its entirety and inserting the following in 
its stead:                                                                      

2 

F-6
98th Page of 102
TOC
1st
Previous
Next
Bottom
Just 98th

   "Regulation S Deposited Securities represented by Regulation S ADSs for
which no voting instructions are received by the Depositary from the
Holder shall not be voted."                                         

     SECTION 2.5. Changes Affecting Regulation S Deposited Securities. Section
4.10 of the Regulation S Deposit Agreement is hereby amended as of the Effective
Time by inserting the following sentence after the last sentence in the first   
paragraph:                                                                      

"The Company agrees to amend, jointly with the Depositary, the      
     Registration Statement on Form F-6 as filed with the Commission to permit
the issuance of such new form of Receipts."                         

 ARTICLE III

AMENDMENTS TO THE FORM OF REGULATION S ADR  

      SECTION 3.1. ADR Legends. The Form of Regulation S ADR attached as Exhibit
A to the Regulation S Deposit Agreement is hereby amended as of the Effective   
Time by deleting the legends entitled "DTC LEGEND" and "SECURITIES ACT LEGEND", 
each in its entirety.                                                           

     SECTION 3.2. ADR Amendment. Paragraph (1) of the Form of Regulation S ADR
is hereby amended by deleting the first sentence of the first paragraph in its  
entirety and inserting the following in its stead:                              

     "This Regulation S American Depositary Receipt is one of the Regulation S
American Depositary Receipts (the "Regulation S ADRs") executed and 
      delivered pursuant to the Regulation S Deposit Agreement, dated as of July
      25, 2002, as amended by Amendment No. 1 to Regulation S Deposit Agreement,
 dated as of March 18, 2003 (as so amended and as amended from time to
      time, the "Regulation S Deposit Agreement"), by and among the Company, the
 Depositary and the Holders and Beneficial Owners from time to time of
      Regulation S ADSs (the "Regulation S ADSs") evidenced by Regulation S ADRs
issued thereunder, each of whom by accepting a Regulation S ADR or  
acquiring any beneficial interest therein, including any beneficial 
     interest in the Master Regulation S ADR, agrees to become a party thereto
and becomes bound by all terms and provisions thereof and hereof."  

     SECTION 3.3. Pre-Conditions to Registration, Transfer, Etc. Paragraph (4)
of the Form of Regulation S ADR is hereby amended as of the Effective Time by   
deleting the second paragraph in its entirety and inserting the following in its
stead:                                                                          

    "Notwithstanding anything herein to the contrary, after the Distribution
      Compliance Period, a Holder is entitled to withdraw Regulation S Deposited

3 

F-6
99th Page of 102
TOC
1st
Previous
Next
Bottom
Just 99th

 Securities 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 to the
  Depositary, (iii) compliance with any laws or governmental regulations
relating to Regulation S ADRs or to the withdrawal of Regulation S  
Deposited Securities and (iv) other circumstances specifically      
   contemplated by Section I.A.(1) of the General Instructions to Form F-6
    Registration Statement (as such General Instructions may be amended from
time to time)."                                                     

    SECTION 3.3. Voting of Regulation S Deposited Securities. Paragraph (17)
of the Form of Regulation S ADR is hereby amended by deleting the seventh       
sentence in its entirety and inserting the following in its stead:              

   "Regulation S Deposited Securities represented by Regulation S ADSs for
which no voting instructions are received by the Depositary from the
Holder shall not be voted."                                         

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

   Section 4.1. Representations and Warranties by the Company. The Company
represents and warrants to, and agrees with, the Depositary and the Holders,    
that:                                                                           

    (a) This Amendment and the Regulation S Deposit Agreement have been duly
and validly authorized, executed and delivered by the Company, and  
constitute the legal, valid and binding obligations of the Company, 
      enforceable against the Company in accordance with their respective terms,
  subject to bankruptcy, insolvency, fraudulent transfer, moratorium and
     similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles; and                        

(b) In order to ensure the legality, validity, enforceability or    
     admissibility into evidence of this Amendment or the Regulation S Deposit
      Agreement as amended hereby, and any other document furnished hereunder or
    thereunder in Hong Kong, neither of such agreements needs to be filed or
 recorded with any court or other authority in Hong Kong, nor does any
      stamp or similar tax need to be paid in Hong Kong on or in respect of such
agreements.                                                         

Section 4.2. Representations and Warranties by the Depositary. The  
Depositary represents and warrants to, and agrees with, the Company and the     
Holders, that this Amendment and the Regulation S Deposit Agreement have been   
duly and validly authorized, executed and delivered by the Depositary, and      
constitute the legal, valid and binding obligations of the Depositary,          
enforceable against the Depositary in accordance with their respective terms,   
subject                                                                         

4 

F-6
100th Page of 102
TOC
1st
Previous
Next
Bottom
Just 100th

to bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws of  
general applicability relating to or affecting creditors' rights and to general 
equity principles.                                                              

 ARTICLE V

 MISCELLANEOUS

   SECTION 5.1. New Regulation S ADRs. The Depositary shall, to the extent
necessary, arrange to have new Regulation S ADRs printed or amended that reflect
the changes to the form of Regulation S ADR effected by this Amendment. All     
Regulation S ADRs issued hereunder after the Effective Time, once such new      
Regulation S ADRs are available, whether upon the deposit of Shares or other    
Regulation S Deposited Securities or upon the transfer, combination or split-up 
of existing Regulation S ADRs, shall be substantially in the form of the        
specimen ADR attached as Exhibit A to the Regulation S Deposit Agreement, as    
modified by this Amendment. The Depositary is authorized and directed to take   
any and all actions deemed necessary to effect the foregoing.                   

  SECTION 5.2. Indemnification. The Company agrees to indemnify and hold
harmless the Depositary (and any and all of its directors, employees and        
officers) for any and all liability it or they may incur as a result of the     
terms of this Amendment and the transactions contemplated herein, except to the 
extent such liability is due to the negligence or bad faith of the Depositary   
(and any and all of its directors, employees and officers) and except to the    
extent such liability is due to a breach of the representations and warranties  
by the Depositary under Section 4.2 hereof.                                     

     SECTION 5.3. Ratification. Except as expressly amended hereby, the terms,
covenants and conditions of the Regulation S Deposit Agreement as originally    
executed shall remain in full force and effect.                                 

    SECTION 5.4. Governing Law. This Amendment No. 1 to Regulation S Deposit
Agreement shall be interpreted in accordance with, and all rights hereunder and 
provisions hereof shall be governed by, the laws of the State of New York       
without reference to the principles of choice of law thereof.                   

5 

F-6
101st Page of 102
TOC
1st
Previous
Next
Bottom
Just 101st

IN WITNESS WHEREOF, the Company and the Depositary have caused this 
Amendment to be executed by representatives thereunto duly authorized as of the 
date set forth above.                                                           

                                    BOC HONG KONG (HOLDINGS) LIMITED

                        By:   /s/ Liu Jinbao
                                            ----------------------------------
                          Name: Liu Jinbao
                                        Title: Vice Chairman and Chief
                             Executive

                                 CITIBANK, N.A., as Depositary

                              By:   /s/ Susan A. Lucanto
                                            ----------------------------------
                                Name: Susan A. Lucanto
                               Title: Vice President

 6

F-6
Last Page of 102
TOC
1st
Previous
Next
Bottom
Just 102nd

                                                                     Exhibit (d)

SIDLEY AUSTIN BROWN & WOOD

    BEIJING              49TH FLOOR, BANK OF CHINA TOWER         LOS ANGELES
  ----                       ONE GARDEN ROAD                    ----
  CHICAGO                     CENTRAL, HONG KONG                NEW YORK
  ----                  TELEPHONE (852) 2509-7888               ----
      DALLAS                 FACSIMILE (852) 2509-3110           SAN FRANCISCO
  ----                        www.sidley.com                    ----
   GENEVA                                                       SHANGHAI
  ----                         FOUNDED 1866                     ----
  HONG KONG                                                      SINGAPORE
  ----                                                          ----
  LONDON                                                         TOKYO
                                                                ----
                                                                 WASHINGTON, D.C

            March 31, 2003

Citibank, N.A.                                                                  
111 Wall Street                                                                 
New York, New York 10043                                                        

Re:   Regulation S American Depositary Shares ("ADSs"), evidenced by
    Regulation S American Depositary Receipts ("ADRs"), each ADS
          representing the right to receive twenty (20) Ordinary Shares, par
value HK$5.00 each, of BOC Hong Kong (Holdings) Limited 
          ------------------------------------------------------------------

Ladies and Gentlemen:                                                           

 We refer to the Registration Statement on Form F-6 (the "Registration
Statement") providing for the registration under the Securities Act of 1933, as 
amended (the "Act"), of ADSs representing, or evidencing the right to receive,  
Ordinary Shares, par value HK$5.00 per share, of BOC Hong Kong (Holdings)       
Limited, a company organized under the laws of Hong Kong (the "Company"). The   
ADSs will be evidenced by ADRs and will be issued pursuant to the Regulation S  
Deposit Agreement, dated as of July 25, 2002, as amended by Amendment No. 1     
thereto, dated as of March 18, 2003, among you, as Depositary, the Company and  
the holders and beneficial owners of the ADRs, copies of which are filed as     
exhibits to the Registration Statement (the "Amended Deposit Agreement").       

      We are of the opinion that the ADSs covered by the Registration Statement,
when issued in accordance with the terms of the Amended Deposit Agreement, will 
be legally issued and will entitle the holders thereof to the rights specified  
in the Amended Deposit Agreement and the ADRs.                                  

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we 
come within the category of persons whose consent is required under Section 7 of
the Act.                                                                        

               Very truly yours,

                            /s/ Sidley Austin Brown & Wood

Partners: Kenneth T. Cote - Balbir Bindra - Neil Campbell - Constance Choy -    
Eric Ho - Huanting Timothy Li - Gordon Ng                                       
Consultants: Charles W. Allen - Gloria Lam - Arun Nigam - Mark R.C. Sutherland -
Chris C.W. Wong                                                                 
Registered Foreign Lawyers: G. Matthew Sheridan (New York)* - Dohyong Kim (New  
York)ss. - Ming-Yung Lam (PRC)ss.                                               

*    Partner of Sidley Austin Brown & Wood LLP                                  
ss.  Foreign Legal Consultants                                                  

Dates Referenced Herein

				Referenced-On Page
This F-6 Filing		Date		First		Last			Other Filings
		7/20/02		21
		7/25/02		3		102
		3/18/03		3		102
		3/31/03		102
Filed On / Filed As Of		4/2/03		1		11
Top									List All Filings