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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/25/13 Bank of New York/ADR Division F-6 POS 10/25/13 3:84K Micro Focus International PLC Emmet Marvin & Mart… LLP |
Document/Exhibit Description Pages Size 1: F-6 POS Post Effective Amendment No. 1 to the Form F-6 HTML 20K 2: EX-1 Form of Receipt HTML 49K 3: EX-5 Rule 466 Certification HTML 5K
AMERICAN DEPOSITARY SHARES
(EachOne
(1) American Depositary Share represents
five
Deposited Securities)
One (1) Share)
THE BANK OF NEW YORK MELLON
AMERICAN DEPOSITARY RECEIPT
FOR ORDINARYCOMMON
SHARES, OF
MICRO FOCUS INTERNATIONAL PLC
(INCORPORATED UNDER THE LAWS OF THE UNITED KINGDOM)
The Bank of New York
Mellon, as depositary (hereinafter called the “Depositary”), hereby certifies (i) that there
have been deposited with the Depositary or its agent, nominee, custodian, clearing agency or correspondent, the securities described
above (“Shares”) or evidence of the right
to receive such securitiesShares,
(ii) that at the date hereof each American Depositary Share evidenced by this Receipt represents the amount of such
Deposited SecuritiesShares shown above,
and that
or registered assigns IS THE OWNER OF ________ AMERICAN DEPOSITARY SHARES
hereby evidenced and called, and except
as otherwise herein expressly provided, is entitled upon surrender at the Corporate Trust Office of the Depositary, New York, New
York of this Receipt duly endorsed for transfer and upon payment of the charges as provided on the reverse of this Receipt and
in compliance with applicable laws or governmental regulations, at Owner’s option (1) to delivery at the office of the agent,
nominee, custodian, clearing agency or correspondent of the Depositary, to a person specified by Owner, of the amount of Deposited
Securities represented hereby or evidence of the right to receive the same or (2) to have such Deposited Securities forwarded at
his cost and risk to him at the Corporate Trust Office of the Depositary. The words “Deposited Securities” wherever
used in this Receipt shall mean the securities described hereinShares
deposited under the agreement created by the Receipts (as hereinafter defined) (including such evidence of the right
to receive the same) deposited with the Depositary as aforesaid, and any and all
other shares, securities, cash and other property held by the Depositary in place
thereof or in addition thereto as provided herein. The word “Owner” wherever used in this Receipt shall mean
the name in which this Receipt is registered upon the books of the Depositary from time to time. The Depositary’s Corporate
Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101
Barclay Street, New York, New York 10286, and its principal executive office is located at One Wall Street, New York, New York
10286.
1. RECEIPTS.
This American Depositary Receipt (this “Receipt”) is one of a continuing issue of American Depositary Receipts (collectively, the “Receipts”), all evidencing rights of like tenor with respect to the Deposited Securities, and all issued or to be issued upon the terms and subject to the conditions herein provided, which shall govern the continuing arrangement by the Depositary with respect to initial deposits as well as the rights of holders and Owners of Receipts subsequent to such deposits.
The issuer of the Receipts is deemed to be the legal entity resulting from the agreement herein provided for.
The issuance of Receipts
against deposits generally may be suspended, or the issuance of Receipts against the deposit of particular securitiesShares
may be withheld, if such action is deemed necessary or advisable by the Depositary at any time and from time to time because of
any requirements of any government or governmental body or commission or for any other reason. The Depositary assumes no liability
with respect to the validity or worth of the Deposited Securities.
2. TRANSFER OF RECEIPTS.
Until the surrender
of this Receipt in accordance with the terms hereof, the Depositary will maintain an office in the Borough of Manhattan, theThe
City of New York, for the registration of Receipts and transfers of Receipts where the Owners of
the Receipts may, during regular business hours, inspect the transfer books of
the list of Owners of Receipts as maintained by the Depositary
that list the Owners of the Receipts. The transfer of this Receipt is registrable on the books of the Depositary
at its Corporate Trust Office by the holder hereof in person or by duly authorized attorney, upon surrender of this Receipt properly
endorsed for transfer or accompanied by proper instruments of transfer and funds sufficient to pay any applicable transfer taxes,
and the fees and expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish
for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt,
representing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. Upon such split or
combination not involving a transfer, a charge will be made as provided herein. The Depositary may close the transfer books at
any time or from time to time when deemed expedient by it in connection with the performance of its duties hereunder.
3. PROOF OF CITIZENSHIP OR RESIDENCE.
The Depositary may require any holder or Owner of Receipts, or any person presenting securities for deposit against the issuance of Receipts, from time to time, to file such proof of citizenship or residence and to furnish such other information, by affidavit or otherwise, and to execute such certificates and other instruments as may be necessary or proper to comply with any laws or regulations relating to the issuance or transfer of Receipts, the receipt or distribution of dividends or other property, or the taxation thereof or of receipts or deposited securities, and the Depositary may withhold the issuance or registration of transfer of any Receipt or payment of such dividends or delivery of such property from any holder, Owner or other person, as the case may be, who shall fail to file such proofs, certificates or other instruments.
4.
TRANSFERABILITY/;
RECORD-OWNERSHIP.
It is a condition
of this Receipt and every successive holder and Owner of this Receipt by accepting or holding the same consents and agrees, that
title to this Receipt, when properly endorsed or accompanied
by proper instruments of transfer, is transferable by delivery with the same effect as in the case of a negotiable instrument,;
provided, however, that prior to the due presentation of this Receipt for registration of transfer as above provided,
and subject to the provisions of Article 9 below, the Depositary, notwithstanding any notice to the contrary, may treat the person
in whose name this Receipt is registered on the books of the Depositary as the absolute owner hereof for the purpose of determining
the person entitled to distribution of dividends orand
for any other purposespurpose.
5. TAX LIABILITY.
The Depositary shall
not be liable for any taxes or governmental taxes,or
other assessments or charges or corporate assessments or charges whichthat
may become payable in respect of the Deposited Securities, but a ratable part of any and all of the same,
whether such tax, assessment or charge becomes payable by reason of any present or future law, statute, charter provision, by-law,
regulation or otherwise, shall be payable by the Owner hereof to the Depositary at any time on request. Upon the failure of the
holder or Owner of this Receipt to pay any such amount, the Depositary may sell for account of such Owner an amount of the Deposited
Securities equal to all or any part of the amount represented by this Receipt, and may apply the proceeds in payment of such obligations,
the Owner hereof remaining liable for any deficiency.
6. REPRESENTATIONS AND WARRANTIES.
Every person presenting
securitiesShares
for deposit shall be deemed thereby to represent and warrant that such securitiesShares
and each certificate, if any, therefor are validly
issued, fully paid and non-assessable, that such Shares were not
issued in violation of any preemptive or similar rights of the holders of any securities and that the person making
such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the deposit of such securities
and the sale of Receipts evidencing American Depositary Shares representing such
securitiesShares
by that person in the United States are not restricted
under the Securities Act of 1933.1933,
as amended (the “Securities Act of 1933”). Such representations and warranties shall survive the deposit
of such securities and issuance of Receipts.
This Receipt is issued subject, and all rights of the holder or Owner hereof are expressly subject, to the terms and conditions set forth on both sides of this Receipt, all of which form a part of the agreement evidenced in this Receipt and to all of which the holder or Owner hereof by accepting this Receipt consents.
7. REPORTS OF ISSUER OF DEPOSITED SECURITIES; VOTING RIGHTS.
As of the date of the establishment of the program for issuance of Receipts by the Depositary, the Depositary believed, based on limited investigation, that the issuer of the Deposited Securities either (i) furnished the Securities and Exchange Commission (the “Commission”) with certain public reports and documents required by foreign law or otherwise or (ii) published information in English on its Internet website at http://www.microfocus.com or another electronic information delivery system generally available to the public in its primary trading market, in either case in compliance with Rule 12g3-2(b) under the Securities and Exchange Act of 1934 as in effect and applicable to that issuer at that time. However, the Depositary does not assume any duty to determine if the issuer of the Deposited Securities is complying with the current requirements of Rule 12g3-2(b) or to take any action if that issuer is not complying with those requirements.
The Depositary shall
be under no obligation to give notice to the holder or Owner of this Receipt of any meeting of shareholders or of any report of
or communication from the issuer of the Deposited Securities, or of any other matter concerning the affairs of such issuer, except
as herein expressly provided. The Depositary undertakes to make available for inspection by holders and Owners of the Receipts
at its Corporate Trust Office, any reports and communication received from the issuer of the Deposited Securities whichthat
are both (i) received by the Depositary as the holder of the Deposited Securities,
and (ii) made generally available to the holders or Owners of the Deposited Securities
by the issuer thereof. Such reports and communications will be available in the language in which they were received by the Depositary
from the issuer of the Deposited Securities, except to the extent, if any, that the Depositary in its sole discretion elects to
both (i) translate into English any of such reports or communications that were not in English when received by the Depositary
and (ii) make such translationtranslations,
if any, available for inspection by holders and Owners of the Receipts. The Depositary has no obligation of any kind to translate
any of such reports or communications or to make such translation, if any, available for such inspection.
The issuer
of the Deposited Securities furnishes the Securities Exchange Commission (hereinafter called the “Commission”)
with certain public reports and documents required by foreign law or otherwise under Rule 12g3-2(b) of the Securities Exchange
Act of 1934. Such reports and documents are available for inspection and copying by holders of Receipts at the public reference
facility maintained by the Commission in Washington, D.C. The
Depositary may in its sole discretion, but shall not be required to,,
in its discretion, exercise, in any manner, or not exercise,
any and all voting rights whichthat
may exist in respect of the Deposited Securities, provided that upon.
The Depositary may, but assumes no obligation to, notify Owners of an upcoming meeting of holders of Deposited Securities or solicit
instructions from Owners as to the exercise of any voting rights with respect to the Deposited Securities. Upon
the written request of the Owner hereofof
this Receipt and the paymentspayment
to it of any expense involved, the Depositary will endeavor in so far as practicable tomay,
in its sole discretion, but assumes no obligation to, exercise any such then existing
voting rights with respect to anthe
amount of the Deposited Securities represented herebyby
the American Depositary Shares evidenced by this Receipt in accordance with suchthat
request.
8. DISTRIBUTIONS.
Until the surrender
of this Receipt, the Depositary (a) shall distribute
or otherwise make available to the Owner hereof, at a time and in such manner as it shall determine, any distributions of cash,
subscription or other rights, securities described above or other property or securitiesShares
or other securities or property (other than subscription or other rights) and (b) may distribute or otherwise make available to
the Owner hereof, at a time and in such manner as it shall determine, any distributions of subscription or other rights, in each
case received with respect to the amount of Deposited Securities represented hereby,
after deduction, or upon payment of the fees and expenses of the Depositary described in Article 13 below, and the withholding
of any taxes in respect thereof; provided, however, that the Depositary shall not make any distribution for which it has not received
satisfactory assurances, which may be an opinion of United States counsel, that the distribution is registered under, or is exempt
from or not subject to the registration requirements of, the Securities Act of 1933 or any other applicable law. If the Depositary
is not obligated, under the preceding sentence, to distribute or make available a distribution under the preceding sentence, the
Depositary may sell such Shares, other securities, subscription or other rights, securities or other property, and the Depositary
shall distribute the net proceeds of a sale of that kind to the Owners entitled to them, after deduction,
or upon payment of the fees and expenses of the Depositary described in Article 1413
below, and the withholding of any taxes in respect thereof,
provided, however, that the Depositary shall not make any distribution which in the opinion of counsel would violate the Securities
Act of 1933 or any other applicable law. In such case, the Depositary may sell such subscription or other rights, securities or
other property. In lieu of distributing fractional sharesAmerican
Depositary Shares for distributed Shares or other fractional securities, the Depositary may, in its discretion,
sell the amount of securities or property equal to the aggregate of any fractional shares. Except
as otherwise provided, inthose fractions. In
the case of subscription or other rights, the Depositary shallmay,
in its discretion, issue warrants for such subscription or other rights and shall/or
seek instructions from the Owner of this Receipt as to the disposition to be made of such subscription or other rights. In
the absence of such instructions, the Depositary may sell such
If the Depositary does not distribute or make available to Owners or sell distributed subscription or other rights, the Depositary
shall allow those rights if they are about to lapse. Sales of subscription
or other rights, securities or other property by the Depositary shall be made at such time and in such manner as the Depositary
may deem advisable, and in such case, the Depositary shall distribute to the Owner hereof the
net proceeds after deduction of its fees and expenses described in Article 14 below and the withholding of taxes in respect thereof.
If the Depositary
shall find in its opinion that any cash distribution is not convertible in its entirety or with respect to the Owners of a portion
of the Receipts, on a reasonable basis into U.S. Dollars available to it in the City of New York, or if any required approval or
license of any government or agency for such conversion is denied or is not obtainable within a reasonable period, the Depositary
may in its discretion make such conversion and distribution in U.S. Dollars to the extent possible, at such time and rates of conversion
as the Depositary shall deem appropriate, to the Owners entitled thereto and shall with respect to any such currency not converted
or convertible either (i) distribute such foreign currency
to the holders entitled thereto or (ii) hold such currency for the respective accounts of such Owners anduninvested
and without liability for interest thereon, in which case the Depositary may distribute appropriate warrants or
other instruments evidencing rights to receive such foreign currency.
9. RECORD DATES ESTABLISHED BY DEPOSITARY.
Whenever any cash
dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights
shall be offered, with respect to Deposited Securities, or whenever the Depositary shall receive notice of any meeting of Owners
of Deposited Securities, or whenever it is necessary in the opinion of the Depositaryor
desirable to determine the Owners of Receipts, the Depositary will fix a record date for the determination of the
Owners generally or the Owners of Receipts who shall be entitled to receive such dividend, distribution or rights, or the net proceeds
of the sale thereof, or to give instructions for the exercise of voting rights
at any such meeting. Surrender of this Receipt for registration of transfer subsequent to any
such record date and prior to the date of payment, distribution or meeting shall not affect the right of the Owner hereof on such
record date to receive such payment or distribution or to direct the manner of voting the Deposited Securities represented hereby.
or responsible for any other purpose for which the record date was set.
10. FORWARDING
AND DELIVERY OF DEPOSITED SECURITIES.
At
any time the Depositary may, in its sole discretion, cause any or all Deposited Securities to be forwarded at the cost and risk
of the holders or Owners of the Receipts to the Corporate Trust Office of the Depositary or to any agent, nominee, custodian, clearing
agency, or correspondent of the Depositary, to be held by the Depositary, or such agent, nominee, custodian, clearing agency, or
correspondent, in which case the Owner hereof shall have, in lieu of the option set forth in clauses (1) and (2) of the first Article
on the face hereof, the right only to have the Depositary or the office of such agent, nominee, custodian, clearing agency, or
correspondent, to or upon the order of such Owner, forward such an amount of Deposited Securities as are represented hereby upon
the surrender of this Receipt properly endorsed or accompanied by proper instruments of transfer and upon payment of the applicable
fees, taxes and charges. The Depositary shall not incur any liability to any holder or Owner of this Receipt by reason of any such
forwarding or failure to forward any or all Deposited Securities.
10.
11. CHANGES AFFECTING DEPOSITED SECURITIES.
Upon (i) any change
in nominal value or any subdivision, combination or any other reclassification of the Deposited Securities, or (ii) any recapitalization,
reorganization, sale of assets substantially as an entirety, merger or consolidation affecting the issuer of the Deposited Securities
or to which it is a party, or (iii) the redemption by the issuer of the Deposited Securities at any time of any or all of such
Deposited Securities (provided the same are subject to redemption), then and in any such case the Depositary shall have the right
to exchange or surrender such Deposited Securities and accept and hold hereunder in lieu thereof other shares, securities, cash
or property to be issued or delivered in lieu of or in exchange for, or distributed or paid with respect to, such Deposited Securities.
Upon any such exchange or surrender, the Depositary shall have the right, in its discretion, to call for surrender of this Receipt
in exchange (upon payment of fees and expenses of the Depositary) for one or more new Receipts of the same form and tenor as shares,
securities, cash or propertythis Receipt, but describing
the substituted Deposited Securities. In any such case the Depositary shall have the right to fix a date after which
this Receipt shall only entitle the Owner to receive such new Receipt or Receipts. The Depositary shall mail notice of any redemption
of Deposited Securities to the OwnerOwners
of Receipts, provided that in the case of any redemption of less than all of the Deposited Securities,
the Depositary shall drawselect
in such manner as it shall determine an equivalent number of American Depositary Shares to
be redeemed and shall mail notice of redemption only to the Owners of Receipts evidencing thethose
American Depositary Shares so drawn for redemption in part. The sole right of
the Owners of Receipts evidencing American Depositary Shares designated for redemption after the mailing of such notice of redemption
shall be to receive the cash, rights and other property applicable to the same, upon surrender to the Depositary (and upon payment
of its fees and expenses) of the Receipts evidencing such American Depositary Shares.
11.
12. LIABILITY OF DEPOSITARY.
The Depositary shall
not incur any liability to any holder or Owner of this Receipt,
(i) if by reason of any provisions of any present or future law of the United States of America, or
of any state thereof, or of any foreignother
country, or political subdivision thereofof
any governmental or regulatory authority, or by reason of any provision, present or future, of the charter,
certificate of incorporation, memorandum or articles of association, statutes,
code of regulations, by-laws or resolutions or similar
governing document of the issuer or of
the Deposited Securities, the Depositary shall be prevented, delayed
or forbidden from or subjected to any civil or criminal penalty or extraordinary expenses on account of doing or performing any
act or thing which by the terms hereof it is provided shall be done or performed; nor shall the
Depositary incur any liability to any holder or Owner hereof,
(ii) by reason of any delay in the performance or non-nonperformance
or delay, caused as specified in clause (i) above, in the performance of any act or thing which by the terms hereofof
this Receipt it is provided shall or may
be done or performed, caused as aforesaid or arising out of any act of God or war or any other
circumstances beyond its control, or(iii)
by reason of any exercise of, or failure to exercise, any discretion provided for herein,
(iv) for the inability of any Owner or holder to benefit from any distribution, offering, right or other benefit which is made
available to holders of Deposited Securities but is not made available to Owners or holders, (v) for any special, consequential
or punitive damages for any breach of the terms of this Receipt or (vi) arising out of any act of God, terrorism or war or any
other circumstances beyond its control.
So
long as theThe Depositary
acts or omits to act in good faith it shall not be responsible for any failure to carry out any requests to vote
any Deposited Securities or for the manner or effect
of any vote madethat
is cast either with or without the request
of any Owner, or for not exercising any right to vote
any Deposited Securities.
The Depositary does
not assume any obligation and shall not be subject to any liability to holders or Owners hereunder other than agreeing to use
its best judgment and goodact without negligence
or bad faith in the performance of such duties as are specifically
set forth herein, including, without limitation, the time and rates for conversion
of any foreign currency into U.S. Dollars.
The Depositary shall
be under no obligation to appear in, prosecute or defend, any action, suit or other proceeding in respect of any of the Deposited
Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability,
unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required
on behalf of Owners or holders or any other persons. The Depositary shall not be liable for any action or non-action
by it in reliance upon the advice of or information from legal counsel, accountants or any other persons believed by it in good
faith to be competent to give such advice or information.
The Depositary, subject
to Article 1514
hereof, may itself become the owner of and deal in securities of any class of the issuer of the Deposited Securities and in Receipts
of this issue.
12.
13. TERMINATION OF AGREEMENT AND SURRENDER OF THIS RECEIPT.
The Depositary may
at any time terminate the agreement evidenced by this Receipt and all other Receipts by mailing notice of such termination to the
Owners of all Receipts then outstanding to them at their addresses appearing upon
the books of the Depositary, at least thirty days prior to the date fixed in such notice for termination. On and after such date
of termination the Owner hereof, upon surrender of this Receipt at the Corporate Trust Office of the Depositary, will be entitled
to delivery of the amount of the Deposited Securities represented hereby upon the same terms and conditions, and upon payment of
a fee at the rates provided herein with respect to the surrender of this Receipt for Deposited Securities and on payment of applicable
taxes and charges. The Depositary may convert any dividends received by it in cash after the termination date into U.S. Dollars
as herein provided, and after deducting therefrom the fees of the
Depositary and referred to herein and any taxes and governmental charges herein
referred to,and shall thereafter hold
the balance of said dividends for the pro raterata
benefit of the Owners of the respective Receipts. As to any Receipts not so surrendered within thirty days after such date of termination
the Depositary shall thereafter have no obligation with respect to the collection or disbursement of any subsequent dividends or
any subscriptions or other rights accruing on the Deposited Securities. After the expiration of sixthree
months from such date of termination the Depositary may sell any remaining Deposited Securities in such manner as it may determine,
and may thereafter hold uninvested the net proceeds of any such sale or sales together with any dividends received prior to such
sale or the U.S. Dollars received on conversion thereof, unsegregated and without liability for any interest thereon, for the pro
rata benefit of the Owners of the Receipts whichthat
have not thereforetheretofore
been surrendered for cancellation, such Owners thereupon becoming general creditors of the Depositary with respect to such net
proceeds. After making such sale, or if no such sale can be made after the expiration of two yearsone
year from such date of termination, the Depositary shall be discharged from all obligations whatsoever to the holders
and Owners of the Receipts except to make distribution of the net proceeds of sale and of such dividends (after deducting all fees,
charges and expenses of the Depositary) or of the Deposited Securities,
in case no sale can be made, upon surrender of the
Receipts.
13.
14. CERTAIN FEES AND CHARGES OF THE DEPOSITARY.
The Depositary may charge any party depositing or withdrawing Shares, any party transferring or surrendering Receipts, any party to whom Receipts are issued (including issuance pursuant to a stock dividend or stock split or an exchange of stock or distribution pursuant to Articles 8 or 10) or Owners, as applicable, (i) fees for the delivery or surrender of Receipts and deposit or withdrawal of Shares, (ii) fees for distributing cash, Shares or other property received in respect of Deposited Securities, (iii) taxes and other governmental charges, (iv) registration or custodial fees or charges relating to the Shares, (v) cable, telex and facsimile transmission expenses, (vi) foreign currency conversion expenses and fees, (vii) depositary servicing fees and (viii) any other fees or charges incurred by the Depositary or its agents in connection with the Receipt program. The Depositary’s fees and charges may differ from those of other depositaries. The Depositary reserves the right to modify, reduce or increase its fees upon thirty (30) days' notice to the Owner hereof. The Depositary will provide, without charge, a copy of its latest schedule of fees and charges to any party requesting it.
The Depositary may
charge fees for receiving deposits and issuing Receipts, for delivering Deposited Securities against surrendered Receipts, for
transfer of Receipts, for splits or combinations of Receipts, for distribution of each Dividendcash
or other distribution on Deposited Securities, for sales or exercise of Rightsrights,
or for other services performed hereunder. The Depositary fees may differ from those of other
Depositaries. The Depositary reserves the right to modify, reduce or increase its fees upon thirty (30) days' notice
to the Owner hereof. The Depositary will provide, without charge, a copy of its latest fee schedule to any party requesting it.
14.
15. PRE-RELEASE OF RECEIPTS.
Notwithstanding any other provision of this Receipt, the Depositary may execute and deliver Receipts prior to the receipt of Shares (“Pre-Release”). The Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited with the Depositary; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.
The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
15.
16. COMPLIANCE WITH U.S. SECURITIES LAWS.
Notwithstanding any terms of this Receipt to the contrary, the Depositary will not exercise any rights it has under this Receipt to prevent the withdrawal or delivery of Deposited Securities in a manner which would violate the United States securities laws including, but not limited to, Section 1A(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act of 1933.
16.
17. GOVERNING LAW;
VENUE OF ACTIONS; JURY TRIAL WAIVER.
This Receipt shall be interpreted and all rights hereunder and provisions hereof shall be governed by the laws of the State of New York.
All actions and proceedings brought by any Owner or holder of this Receipt against the Depositary arising out of or relating to the Shares or other Deposited Securities, the American Depositary Shares or the Receipts, or any transaction contemplated herein, shall be litigated only in courts located within the State of New York.
EACH OWNER AND HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, OR ANY TRANSACTION CONTEMPLATED HEREIN, OR THE BREACH HEREOF, INCLUDING WITHOUT LIMITATION, ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
17. AMENDMENT OF RECEIPTS.
The form of the Receipts and the agreement created thereby may at any time and from time to time be amended by the Depositary in any respect which it may deem necessary or desirable. Any amendment which shall prejudice any substantial existing right of Owners shall not become effective as to outstanding Receipts until the expiration of thirty (30) days after notice of such amendment shall have been given to the Owners of outstanding Receipts; provided, however, that such thirty (30) days' notice shall in no event be required with respect to any amendment which shall impose or increase any taxes or other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses. Every Owner and holder of a Receipt at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the agreement created by Receipt as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the amount of Deposited Securities represented by the American Depositary Shares evidenced thereby, except in order to comply with mandatory provisions of applicable law.