<SEC-DOCUMENT>0001019155-15-000419.txt : 20151201
<SEC-HEADER>0001019155-15-000419.hdr.sgml : 20151201
<ACCEPTANCE-DATETIME>20151201132643
ACCESSION NUMBER:		0001019155-15-000419
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20151201
DATE AS OF CHANGE:		20151201

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CTRIP COM INTERNATIONAL LTD
		CENTRAL INDEX KEY:			0001269238
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-145167
		FILM NUMBER:		151261960

	BUSINESS ADDRESS:	
		STREET 1:		NO. 99 FU QUAN ROAD
		CITY:			SHANGHAI
		STATE:			F4
		ZIP:			200335
		BUSINESS PHONE:		862134064880

	MAIL ADDRESS:	
		STREET 1:		NO. 99 FU QUAN ROAD
		CITY:			SHANGHAI
		STATE:			F4
		ZIP:			200335
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>ctrip424letterratio.htm
<DESCRIPTION>LETTER RE RATIO CHANGE
<TEXT>
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<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">THE BANK OF NEW YORK MELLON</P>

<P STYLE="font: 12pt Whitney-Book; margin: 0; text-align: center">101 Barclay Street</P>

<P STYLE="font: 12pt Whitney-Book; margin: 0; text-align: center">New York, New York 10286</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">December 1, 2015</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><FONT STYLE="font-variant: small-caps">Securities
&amp; exchange Commission</FONT></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><FONT STYLE="font-variant: small-caps">450</FONT>
Fifth Street, NW</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><FONT STYLE="font-size: 11pt">Washington, DC
20549</FONT>&#9;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Attn.: Document Control &#9;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 7%; padding-right: 5.4pt; padding-left: 5.4pt">RE:</TD>
    <TD STYLE="width: 93%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">American Depositary Shares evidenced by American Depositary Receipts for Ordinary Shares of</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 0.5in; padding-left: 30.6pt; text-align: center; text-indent: 0.9pt">&nbsp;</TD>
    <TD STYLE="padding-right: 0.5in; padding-left: 30.6pt; text-align: center; text-indent: 0.9pt">Ctrip.com International, Ltd. </TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 0.5in; padding-left: 30.6pt; text-align: center; text-indent: 0.9pt">&nbsp;</TD>
    <TD STYLE="padding-right: 0.5in; padding-left: 30.6pt; text-align: center; text-indent: 0.9pt">(Form F-6 File No 333-145167)</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">***************************</TD></TR>
</TABLE>
<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">Ladies and Gentlemen:</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">Pursuant to Rule 424(b)(3) under the Securities Act of 1933,
as amended, on behalf of The Bank of New York Mellon, as Depositary for securities against which American Depositary Receipts are
to be issued, we attach a copy of the new prospectus (&ldquo;Prospectus&rdquo;) reflecting the change in Ratio.</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">As required by Rule 424(e), the upper right hand corner of
the Prospectus cover page has a reference to Rule 424(b)(3) and to the file number of the registration statement to which the Prospectus
relates.</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt/12pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 11pt">Pursuant to Section III B of
the General Instructions to the Form F-6 Registration Statement, the Prospectus consists of the ADR certificate with the revised
ratio for </FONT>Ctrip.com International, Ltd<FONT STYLE="font-size: 11pt">.</FONT></P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0 0 6pt">The Prospectus has been revised to reflect the new ratio,
which has been changed to read:</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0"><B>&ldquo;Each American Depositary Share represents one-eighth
(1/8) of one deposited Share&rdquo;.</B></P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">Please contact me with any questions or comments at 212 815-2187.</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">Victor Francis</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">Vice President</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">The Bank of New York Mellon - ADR Division</P>

<P STYLE="font: 12pt/12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/12pt Times New Roman, Times, Serif; margin: 0">Encl.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">CC: Paul Dudek, Esq. (Office of International Corporate Finance)</P>



<P STYLE="margin: 0"></P>

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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>ctripreceipt.htm
<DESCRIPTION>FORM OF RECEIPT
<TEXT>
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<P STYLE="margin: 0"></P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0; text-align: right; text-indent: 3.5in">Rule 424(B)(3)</P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0; text-align: right; text-indent: 3.5in">File No. 333-145167</P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 3.5in">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">Exhibit A to Deposit Agreement</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>No.&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U> ___________________________________
</U></B></P>

<P STYLE="font: 13pt Times New Roman, Times, Serif; margin: 0 0 0 2.75in; text-align: left; text-indent: 0in"><B>AMERICAN DEPOSITARY
SHARES</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0 2.75in; text-align: justify"><B>(Each American Depositary Share
represents one eighth (1/8) of one deposited Share)</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0 3in; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>THE BANK OF NEW YORK</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>AMERICAN DEPOSITARY RECEIPT</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>FOR ORDINARY SHARES OF THE</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>PAR VALUE OF U.S.$0.01 PER SHARE OF </B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>CTRIP.COM INTERNATIONAL, LTD.</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 24pt; text-align: center"><B>(INCORPORATED UNDER THE LAWS OF THE
CAYMAN ISLANDS)</B></P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 1in">The Bank of New
York as depositary (hereinafter called the &quot;Depositary&quot;), hereby certifies that <U> </U>, or registered assigns IS THE
OWNER OF <U> </U></P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B>AMERICAN DEPOSITARY SHARES </B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">representing deposited ordinary shares (herein
called &quot;Shares&quot;) of Ctrip.com International, Ltd., incorporated under the laws of the Cayman Islands (herein called the
&quot;Issuer&quot;). At the date hereof, each American Depositary Share represents one eighth (1/8) of one Share which is either
deposited or subject to deposit under the deposit agreement at the Hong Kong office of The Hongkong and Shanghai Banking Corporation
Limited (herein called the &quot;Custodian&quot;). 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, N.Y. 10286, and its principal
executive office is located at 225 Liberty Street, New York, N.Y. 10286.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS
IS</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>101 BARCLAY STREET, NEW YORK, N.Y. 10286
</B></P>


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<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">1.&#9;<B><U>THE DEPOSIT AGREEMENT</U></B>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">This American Depositary
Receipt is one of an issue (herein called &quot;Receipts&quot;), all issued and to be issued upon the terms and conditions set
forth in the deposit agreement, dated as of December 8, 2003, as amended and restated as of August 11, 2006, and as further amended
and restated as of December 3, 2007 (herein called the &quot;Deposit Agreement&quot;), by and among the Issuer, the Depositary,
and all Owners and Beneficial Owners from time to time of Receipts issued thereunder, each of whom by accepting a Receipt agrees
to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights
of Owners and Beneficial Owners of the Receipts 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 are herein called &quot;Deposited Securities&quot;). Copies of the Deposit Agreement
are on file at the Depositary's Corporate Trust Office in New York City and at the office of the Custodian.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The statements made
on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject
to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms not defined herein shall
have the meanings set forth in the Deposit Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">2.&#9;<B><U>SURRENDER OF RECEIPTS AND WITHDRAWAL
OF SHARES</U>. </B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Upon surrender at
the Corporate Trust Office of the Depositary of this Receipt, and upon payment of the fee of the Depositary provided in this Receipt,
and subject to the terms and conditions of the Deposit Agreement, the Owner hereof is entitled to delivery, to him or upon his
order, of the amount of Deposited Securities at the time represented by the American Depositary Shares for which this Receipt is
issued. Delivery of such Deposited Securities may be made by the delivery of (a) Shares in the name of the Owner hereof or as ordered
by him or by certificates properly endorsed or accompanied by proper instruments of transfer to such Owner or as ordered by him
and (b) any other securities, property and cash to which such Owner is then entitled in respect of this Receipt to such Owner or
as ordered by him. Such delivery will be made at the option of the Owner hereof, either at the office of the Custodian or at the
Corporate Trust Office of the Depositary, provided that the forwarding of certificates for Shares or other Deposited Securities
for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof. Notwithstanding
any other provision of the Deposit Agreement or this Receipt, the surrender of outstanding Receipts and withdrawal of Deposited
Securities may be suspended only for (i) temporary delays caused by closing the transfer books of the Depositary or the Issuer
or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of
fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the
Receipts or to the withdrawal of the Deposited Securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">3.&#9;<B><U>TRANSFERS, SPLIT-UPS, AND COMBINATIONS
OF RECEIPTS</U>.</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The transfer of
this Receipt is registrable on the books of the Depositary at its Corporate Trust Office by the Owner hereof in person or by a
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 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, evidencing the same aggregate number of American Depositary Shares
as the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration of transfer, split-up,
combination, or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar
may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax,
stamp duty 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 any applicable fees as provided in this Receipt,
may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require
compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The delivery of
Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts
in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during
any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the
Depositary or the Issuer at any time or from time to time because of any requirement of law or of any government or governmental
body or commission, or under any provision of the Deposit Agreement or this Receipt, or for any other reason, subject to Article
(24) hereof. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement
any Shares required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as
to such Shares.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">4.&#9;<B><U>LIABILITY OF OWNER FOR TAXES</U>.
</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">If any tax or other
governmental charge shall become payable with respect to any Receipt or any Deposited Securities represented hereby, such tax or
other governmental charge shall be payable by the Owner hereof to the Depositary. The Depositary may refuse to effect any transfer
of this Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until
such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner hereof any
part or all of the Deposited Securities represented by the American Depositary Shares evidenced by this Receipt, and may apply
such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and
the Owner hereof shall remain liable for any deficiency.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">5.&#9;<B><U>WARRANTIES OF DEPOSITORS</U>. </B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Every person depositing
Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor,
if applicable, are validly issued, fully paid, nonassessable and free of any pre-emptive rights of the holders of outstanding Shares
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 Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person would
not be Restricted Securities. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">6.&#9;<B><U>FILING PROOFS, CERTIFICATES, AND
OTHER INFORMATION</U>.</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Any person presenting
Shares for deposit or any Owner or Beneficial Owner of a Receipt may be required from time to time to file with the Depositary
or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration
on the books of the Issuer or the Foreign Registrar, if applicable, to execute such certificates and to make such representations
and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer
of any Receipt or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery
of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations
and warranties made. If requested in writing, the Depositary shall, as promptly as practicable, provide the Issuer, at the expense
of the Issuer, with copies of any such proofs, certificates or other information it receives pursuant to this Article, unless prohibited
by applicable law. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any
necessary approval has been granted by any governmental body the Cayman Islands or in Hong Kong which is then performing the function
of the regulation of currency exchange.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">7.&#9;<B><U>CHARGES OF DEPOSITARY</U>. </B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Issuer agrees
to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance
with agreements in writing entered into between the Depositary and the Issuer from time to time. The Depositary shall present its
statement for such charges and expenses to the Issuer once every three months. The charges and expenses of the Custodian are for
the sole account of the Depositary.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The following charges
shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom
American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared
by the Issuer or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental
charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally
on the Share register of the Issuer or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary
or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement,
(3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses
as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a
fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant
to Section 2.3, 4.3, 4.4 or 4.5 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5
or 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution
made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.5 of the Deposit Agreement, (7) a
fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the
fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of
the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities
are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per
American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9
below, (9) any other charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents
of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed
against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall
be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one
or more cash dividends or other cash distributions).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Depositary,
subject to Section&nbsp;2.9 of the Deposit Agreement and Article 8 hereof, may own and deal in any class of securities of the Issuer
and its affiliates and in Receipts.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">8.&#9;<B><U>PRE-RELEASE OF RECEIPTS</U>.</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Depositary may
issue Receipts against the delivery by the Issuer (or any agent of the Issuer recording Share ownership) of rights to receive Shares
from the Issuer (or any such agent). No such issue of Receipts will be deemed a &quot;Pre-Release&quot; that is subject to the
restrictions of the following paragraph.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Unless requested
in writing by the Issuer to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, execute and
deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (&quot;Pre-Release&quot;). The
Depositary may, pursuant to Section 2.5 of the Deposit Agreement, 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 and agreement from the person to whom Receipts
are to be delivered (the &quot;Pre-Releasee&quot;) that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be
remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or Receipts, as the case may
be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect
to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without
the consent of the Depositary, disposing of such Shares or Receipts, as the case may be), other than in satisfaction of such Pre-Release,
(b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines,
in good faith, will provide substantially similar liquidity and security, (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 Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases
will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves
the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent
of the Issuer, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to
Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary
deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement,
the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's
obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver
Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited
Securities hereunder).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Depositary may
retain for its own account any compensation received by it in connection with the foregoing.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">9.&#9;<B><U>TITLE TO RECEIPTS</U>. </B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">It is a condition
of this Receipt and every successive Owner and Beneficial 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; under the laws of New York; provided, however, that the Depositary,
notwithstanding any notice to the contrary, may treat the person in whose name this Receipt is registered on the books of the Depositary
as the absolute owner hereof for the purpose of determining the person entitled to distribution of dividends or other distributions
or to any notice provided for in the Deposit Agreement and for all other purposes.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">10.&#9;<B><U>VALIDITY OF RECEIPT</U>. </B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">This Receipt shall
not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall
have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided, however,
that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed, and such Receipts are countersigned
by the manual or facsimile signature of a duly authorized officer of the Registrar.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">11.&#9;<B><U>REPORTS; INSPECTION OF TRANSFER
BOOKS</U>. </B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Issuer is subject
to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Securities and Exchange Commission (hereinafter called the &quot;Commission&quot;).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Such reports and
communications will be available for inspection and copying at the public reference facilities maintained by the Commission located
at 100 F Street, N.E., Washington, D.C. 20549.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Depositary will
make available for inspection by Owners of Receipts at its Corporate Trust Office any reports and communications, including any
proxy soliciting material, received from the Issuer which are both (a) received by the Depositary as the holder of the Deposited
Securities and (b) made generally available to the holders of such Deposited Securities by the Issuer. The Depositary shall also,
upon written request, send to the Owners of Receipts copies of such reports when furnished by the Issuer pursuant to the Deposit
Agreement. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the
Issuer shall be furnished in English to the extent such materials are required to be translated into English pursuant to any regulation
of the Commission.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Depositary shall
keep books at its Corporate Trust Office for the registration of Receipts and transfers of Receipts which at all reasonable times
shall be open for inspection by the Owners and the Issuer, provided that such inspection shall not be for the purpose of communicating
with Owners of Receipts in the interest of a business or object other than the business of the Issuer or a matter related to the
Deposit Agreement or the Receipts.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">12.&#9;<B><U>DIVIDENDS AND DISTRIBUTIONS</U>.
</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Whenever the Depositary
shall receive any cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, if at the time of
receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis
into United States dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend or distribution
into Dollars and shall distribute the amount thus received (net of the fees and expenses of the Depositary as provided in the Deposit
Agreement, if applicable) to the Owners of Receipts entitled thereto, provided, however, that in the event that the Issuer or the
Depositary shall be required to withhold and does withhold from such cash dividend or such other cash distribution in respect of
any Deposited Securities an amount on account of taxes, the amount distributed to the Owners of the Receipts evidencing American
Depositary Shares representing such Deposited Securities shall be reduced accordingly.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Subject to the provisions
of Sections 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary shall receive any distribution other than a distribution
described in Sections 4.1, 4.3, 4.4 or 4.5 of the Deposit Agreement, the Depositary shall cause the securities or property received
by it to be distributed to the Owners of Receipts entitled thereto, after deduction or upon payment of any fees and expenses of
the Depositary or any taxes or other governmental charges, in any manner that the Depositary may deem equitable and practicable
for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made
proportionately among the Owners of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution
not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting
such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any
part thereof, and the net proceeds of any such sale (net of the fees of the Depositary as provided in Section 5.9 of the Deposit
Agreement) shall be distributed by the Depositary to the Owners of Receipts entitled thereto as in the case of a distribution received
in cash.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">If any distribution
upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the
Issuer shall so request, distribute to the Owners of outstanding Receipts entitled thereto, additional Receipts evidencing an aggregate
number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject
to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary
Shares evidenced by Receipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 of
the Deposit Agreement and the payment of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement.
In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the amount
of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the
conditions set forth in the Deposit Agreement. If additional Receipts are not so distributed, each American Depositary Share shall
thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Issuer or its
agent will remit to the appropriate governmental agency in the Cayman Islands all amounts withheld and owing to such agency. The
Depositary will forward to the Issuer or its agent such information from its records as the Issuer may reasonably request to enable
the Issuer or its agent to file necessary reports with governmental agencies, and the Depositary or the Issuer or its agent may
file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners of Receipts. In the event that
the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose
of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as
the Depositary deems necessary and practicable to pay any such taxes or charges and the Depositary shall distribute the net proceeds
of any such sale after deduction of such taxes or charges to the Owners of Receipts entitled thereto.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">13.&#9;<B><U>CONVERSION OF FOREIGN CURRENCY</U></B>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">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, and if at the time of the receipt thereof the foreign currency so received can in the judgment
of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the
Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency
into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed
any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or
instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis
without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any Receipt or otherwise
and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit
Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">If such conversion
or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file
such application for approval or license, if any, as it may deem desirable.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">If at any time the
Depositary shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible
on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency
thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable without excessively
burdensome or otherwise unreasonable efforts, or if any such approval or license is not obtained within a reasonable period as
determined by the Depositary, or if there are foreign exchange controls in place that prohibit such conversion, the Depositary
may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received
by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon
for the respective accounts of, the Owners entitled to receive the same.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">If any such conversion
of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary
may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto
and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without
liability for interest thereon for the respective accounts of, the Owners entitled thereto.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">14.&#9;<B><U>RIGHTS</U>. </B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">In the event that
the Issuer shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary, after Consultation with the Issuer shall have discretion as to the procedure
to be followed in making such rights available to any Owners or in disposing of such rights on behalf of any Owners and making
the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may
not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners,
then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary determines in
its discretion that it is lawful and feasible to make such rights available to all Owners or to certain Owners but not to other
Owners, the Depositary may distribute, to any Owner to whom it determines the distribution to be lawful and feasible, in proportion
to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems
appropriate.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">In circumstances
in which rights would otherwise not be distributed, if an Owner of Receipts requests the distribution of warrants or other instruments
in order to exercise the rights allocable to the American Depositary Shares of such Owner under the Deposit Agreement, the Depositary
will make such rights available to such Owner upon written notice from the Issuer to the Depositary that (a) the Issuer has elected
in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Issuer has determined
in its sole discretion are reasonably required under applicable law.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">If the Depositary
has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant
to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to
the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise
of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants
or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Issuer
shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary
will cause the Shares so purchased to be deposited pursuant to Section 2.2 of the Deposit Agreement, and shall, pursuant to Section
2.3 of the Deposit Agreement, execute and deliver Receipts to such Owner. In the case of a distribution pursuant to the second
paragraph of this Article, such Receipts shall be legended in accordance with applicable U.S. laws, and shall be subject to the
appropriate restrictions on sale, deposit, cancellation and transfer under such laws.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">If the Depositary
determines in its discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may
sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to
whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales
(net of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement and all taxes and governmental
charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement) for the account
of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without
regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Depositary will
not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration
under the Securities Act with respect to a distribution to Owners or are registered under the provisions of the Securities Act;
provided, that nothing in the Deposit Agreement shall create any obligation on the part of the Issuer to file a registration statement
with respect to such rights or underlying securities or to endeavor to have such a registration statement declared effective. If
an Owner of Receipts requests distribution of warrants or other instruments, notwithstanding that there has been no such registration
under such the Securities Act, the Depositary shall not effect such distribution unless it has received an opinion from recognized
counsel in the United States for the Issuer upon which the Depositary may rely that such distribution to such Owner is exempt from
such registration; provided, however, the Issuer shall have no obligation to cause its counsel to issue such opinion at the request
of such Owner.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Depositary shall
not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general
or any Owner in particular.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">15.&#9;<B><U>SHAREHOLDER RIGHTS PLAN</U>.</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">&#9;The Issuer has
adopted a shareholder rights plan pursuant to a Rights Agreement made and entered into as of November 23, 2007 as amended form
time to time (the &ldquo;Rights Agreement&rdquo;), by and between the Issuer and The Bank of New York, as Rights Agent (the &ldquo;Rights
Agent&rdquo;). Pursuant to the terms of the Rights Agreement, each holder of the Issuer&rsquo;s Shares shall be entitled to certain
rights (the &ldquo;Rights&rdquo;). The Rights Agreement, the terms of which are hereby incorporated herein by reference, provides
that the Rights, when exercisable, will entitle the holder to purchase one fully paid and nonassessable Share, U.S. $0.01 par value
of the Issuer at a purchase price of U.S. $700.00 per Share upon presentation and surrender to the Rights Agent of a Right Certificate
(as defined in the Rights Agreement) and such other and further documentation as required by the Rights Agreement. A copy of the
Rights Agreement is on file at the principal executive offices of Ctrip.com International, Ltd. Under certain circumstances, as
set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the
Ordinary Share certificates. Ctrip.com International, Ltd. will mail to the holder of this Receipt a copy of the Rights Agreement
as in effect on the date of mailing without charge within five (5) Business Days after receipt of a written request therefor. The
terms relating to the distribution to and exercise of Rights by the Owners shall be as set forth in Section 4.5 of the Deposit
Agreement. <B><I>As described in the Rights Agreement, Rights which are owned by, transferred to or have been owned by Acquiring
Persons or Associates or Affiliates thereof (as defined in the Rights Agreement) shall become null and void and will no longer
be transferable</I></B>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Upon the earlier
of receipt of the notice of the occurrence of the Distribution Date from the (i) Rights Agent, or (ii) Issuer, the Depositary shall
set a record date (the &ldquo;Rights Record Date&rdquo;) in accordance with the terms of this Deposit Agreement for the determination
of the Owners entitled to receive a Rights Exercise Notice (as hereinafter defined). The Depositary shall establish, in its reasonable
discretion, the timing and procedures to (i) distribute a notice the (&ldquo;Rights Exercise Notice&rdquo;) to Owners to enable
Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner&rsquo;s
Receipts as of the Rights Record Date (upon payment of the subscription or purchase price and of any applicable fees and charges
set forth in Section 5.9, including, without limitation, fees and charges of and expenses incurred by, the Depositary and all taxes
and governmental charges payable in connection with such Rights, collectively the &ldquo;Exercise Consideration&rdquo;), and (ii)
to issue and deliver Receipts to the Owners upon the Depositary&rsquo;s receipt from the Owners of a validly executed Rights Exercise
Notice upon full payment of the Exercise Consideration and upon receipt by the Custodian of the appropriate number of Shares. Nothing
herein shall obligate the Depositary to make available to the Owners a method to exercise rights to subscribe for Shares (other
than to receive Receipts upon the Depositary&rsquo;s exercise of the Rights on the instructions of such Owner). The Depositary
will issue Receipts in certificated or uncertificated form as instructed by the Owners evidencing new ADSs to be received pursuant
to the exercise of Rights as soon as practicable after receipt of the underlying Ordinary Shares by the Custodian.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Depositary shall
have no duty to distribute solicitation or informational materials to Owners except upon instruction by the Issuer or the Rights
Agent. If the Depositary distributes soliciting or informational materials in connection with the exercise of the Rights to the
Owners at the request of the Issuer or the Rights Agent, the Depositary shall not be responsible for the content of any such materials
provided to it by the Rights Agent or the Issuer.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">If the amount of
the Exercise Consideration is insufficient to pay the amount of the subscription price plus ADS issuance fees, expenses and financial
transaction taxes in respect of a Receipt subscribed for and allocated, the Depositary shall not be required to advance the amount
of any such deficiency and may reduce the amount of such Owner&rsquo;s subscription for a Receipt pro rata based on the amount
of such deficiency, unless the Owner delivers to the Depositary sufficient funds to cover the deficiency prior to any relevant
deadlines set by the Depositary.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Notwithstanding
anything to the contrary in this Section 4.5, the Depositary shall not distribute the Exercise Notices to the Owners unless the
Depositary has received written notification from the Issuer that (i) a registration statement under the Securities Act with respect
to the Receipts that represent Shares to be purchased upon exercise of the Rights (or any other applicable law) has become effective
and, (ii) (X) if applicable, that a registration statement for the Shares represented by the Receipts has been declared effective,
or (Y) there is delivered to the Depositary an opinion of counsel for the Issuer in the United States, addressed to the Depositary
and in a form reasonably satisfactory to the Depositary, to the effect that the offering and sale of such Shares is exempt from,
or does not require registration under, the provisions of the Securities Act or any other applicable laws.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The forgoing description
of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement.
A current copy of the Rights Agreement will be mailed by the Issuer to any Owner without charge, within five (5) business days
following receipt by the Issuer of a written request therefor in writing.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">16.&#9;<B><U>RECORD DATES</U>. </B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Whenever any cash
dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights
shall be issued with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the number
of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting
of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient, the Depositary
shall fix a record date, which date shall be the same date, to the extent practicable, as the record date for the Deposited Securities
or if different, as close thereto as practicable (a) for the determination of the Owners of Receipts who shall be (i) entitled
to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled to give instructions
for the exercise of voting rights at any such meeting, or (b) on or after which each American Depositary Share will represent the
changed number of Shares, or (c) for any other matter, subject to the provisions of the Deposit Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">17.&#9;<B><U>VOTING OF DEPOSITED SECURITIES</U>.
</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Upon receipt of
notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Issuer, the Depositary
shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall contain (a) such
information as is contained in such notice of meeting, (b) a statement that the Owners of Receipts as of the close of business
on a specified record date will be entitled, subject to any applicable provision of Hong Kong and Cayman Islands law and of the
Memorandum and Articles of Association of the Issuer, to instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and
(c) a statement as to the manner in which such instructions may be given, including an express indication that, if the Depositary
does not receive instructions, such instructions may be given or deemed given in accordance with the last sentence of this paragraph
to the Depositary to give a discretionary proxy to a person designated by the Issuer. Upon the written request of an Owner of a
Receipt on such record date, received on or before the date established by the Depositary for such purpose (the &quot;Instruction
Date&quot;), the Depositary shall endeavor, in so far as practicable to vote or cause to be voted the amount of Shares or other
Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions
set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or
other Deposited Securities, other than in accordance with such instructions or deemed instructions. If no instructions are received
by the Depositary from any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares
evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem
such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Issuer with respect to
such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Issuer to vote such
Deposited Securities; <U>provided</U>, 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 Issuer informs the Depositary (and the Issuer agrees to provide such information
as promptly as practicable in writing) that (x) the Issuer does not wish such discretionary proxy given, (y) substantial opposition
exists or (z) such matter materially and adversely affects the rights of holders of Shares.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">There can be no
assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently
prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the
provisions set forth in the preceding paragraph.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">18.&#9;<B><U>CHANGES AFFECTING DEPOSITED SECURITIES</U>.
</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">In circumstances
where the provisions of Section 4.3 of the Deposit Agreement do not apply, upon any change in nominal value, change in par value,
split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger
or consolidation, or sale of assets affecting the Issuer or to which it is a party, any securities which shall be received by the
Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new Deposited
Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing
Deposited Securities, if any, the new Deposited Securities so received in exchange or conversion, unless additional Receipts are
delivered pursuant to the following sentence. In any such case the Depositary may, and shall at the Issuer&rsquo;s request, execute
and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be
exchanged for new Receipts specifically describing such new Deposited Securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">19.&#9;<B><U>LIABILITY OF THE ISSUER AND DEPOSITARY</U>.</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Neither the Depositary
nor the Issuer nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law or regulation of the United
States, the People&rsquo;s Republic of China or any other country, or of any governmental or regulatory authority or stock exchange,
or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Issuer, or by reason of
any provision of any Securities issued or distributed by the Issuer, or any Offering or distribution thereof or by reason of any
act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Issuer shall be prevented, delayed
or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by
the terms of the Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary
or the Issuer or any of their respective directors, officers, employees, agents or affiliates incur any liability to any Owner
or Beneficial Owner of a Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act
or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise
of, or failure to exercise, any discretion provided for in the Deposit Agreement. Where, by the terms of a distribution pursuant
to Sections 4.1, 4.2 or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 or 4.5 of the Deposit
Agreement, or for any other reason, such distribution or offering may not be made available to Owners of Receipts, and the Depositary
may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then
the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse in each such case
without liability to the Issuer or the Depositary.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Neither the Issuer
nor the Depositary nor any of their officers, employees, agents or affiliates assumes any obligation or shall be subject to any
liability under the Deposit Agreement to Owners or Beneficial Owners of Receipts, except that the Issuer and the Depositary agree
to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith, provided, however,
that in the case of actions taken or omitted pursuant to Section 4.5 of the Deposit Agreement, the Depositary undertakes to perform
its obligations without gross negligence, bad faith or willful misconduct. The Depositary shall not be subject to any liability
with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Issuer shall be under any obligation
to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of
the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense
and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with
respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the
Issuer shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Owner or Beneficial Owner of a Receipt, or any other person believed by it in good
faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by
a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter
arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such
potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.
The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities,
or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is
in good faith. The Issuer agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian
against, and hold each of them harmless from, any liability or expense (including, but not limited to, the fees and expenses of
counsel) which may arise out of any registration with the Commission of Receipts, American Depositary Shares or Deposited Securities
or the offer or sale thereof in the United States or out of acts performed or omitted, in accordance with the provisions of the
Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the
Depositary or a Custodian or their respective directors, employees, agents and affiliates, except for any liability or expense
arising out of the negligence or bad faith of either of them, or (ii) by the Issuer or any of its directors, employees, agents
and affiliates. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">20.&#9;<B><U>RESIGNATION AND REMOVAL OF THE
DEPOSITARY</U></B>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Depositary may
at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Issuer,
such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided
in the Deposit Agreement. The Depositary may at any time be removed by the Issuer by 90 days prior written notice of such removal,
which shall become effective upon the later to occur of the (i) 90<SUP>th</SUP> day after delivery of the notice to the Depositary
or (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement.
Whenever the Depositary in its discretion determines that it is in the best interest of the Owners of Receipts to do so, it may
appoint a substitute or additional custodian or custodians.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">21.&#9;<B><U>AMENDMENT</U>.</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The form of the
Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the
Issuer and the Depositary without the consent of Owners and Beneficial Owners in any respect which they may deem necessary or desirable.
Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration
fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice
any substantial existing right of Owners of Receipts, shall, however, not become effective as to outstanding Receipts until the
expiration of thirty (30) days after notice of such amendment shall have been given to the Owners of outstanding Receipts. Every
Owner 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 Deposit Agreement 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 Deposited Securities represented thereby,
except in order to comply with mandatory provisions of applicable law.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">22.&#9;<B><U>TERMINATION OF DEPOSIT AGREEMENT</U>.
</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Depositary shall
at any time at the direction of the Issuer terminate the Deposit Agreement by mailing notice of such termination to the Owners
of all Receipts then outstanding at least ninety (90) days prior to the date fixed in such notice for such termination. The Depositary
may likewise terminate the Deposit Agreement by mailing notice of such termination to the Issuer and the Owners of all Receipts
then outstanding if at any time ninety (90) days shall have expired after the Depositary shall have delivered to the Issuer a written
notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided
in the Deposit Agreement. On and after the date of termination, the Owner of a Receipt will, upon (a) surrender of such Receipt
at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred
to in Section 2.5 of the Deposit Agreement and (c) payment of any applicable taxes or governmental charges, be entitled to delivery,
to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such
Receipt. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the
registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any
further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends
and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in the Deposit Agreement,
and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of
such Receipt in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges).
At any time after the expiration of one year from the date of termination, the Depositary may sell the Deposited Securities then
held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other
cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts
which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to
such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement,
except for its obligations to the Issuer under Section 5.8 of the Deposit Agreement and to account for such net proceeds and other
cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of
the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental
charges). Upon the termination of the Deposit Agreement, the Issuer shall be discharged from all obligations under the Deposit
Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 of the Deposit Agreement.</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0in"><FONT STYLE="font-weight: normal">23.&#9;</FONT><U>DISCLOSURE
OF INTERESTS</U><FONT STYLE="font-weight: normal">.</FONT></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Notwithstanding
any other provision of the Deposit Agreement, each Owner and Beneficial Owner agrees to comply with requests from the Issuer pursuant
to applicable law or the Memorandum and Articles of Association to provide information, inter alia, as to the capacity in which
such Owner or Beneficial Owner owns American Depositary Shares (and Shares as the case may be) and regarding the identity of any
other person(s) interested in such American Depositary Shares (and Shares, as the case may be) and the nature of such interest
and various other matters, whether or not they are Owners or Beneficial Owners at the time of such request. The Depositary agrees
to use its reasonable efforts to forward, upon the reasonable written request of the Issuer and at the expense of the Issuer, any
such written request from the Issuer to the Owners and to forward, as promptly as practicable, to the Issuer any such responses
to such requests received by the Depositary. If the Issuer requests information from the Depositary, the Custodian or the nominee
of either, as the registered owner of the Shares, the obligations of the Depositary, Custodian or such nominee, as the case may
be, shall be limited to disclosing to the Issuer the information contained in the register.</P>


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<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">24.&#9;<B><U>COMPLIANCE WITH U.S. SECURITIES
LAWS</U>.</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Notwithstanding
anything in the Deposit Agreement or this Receipt to the contrary, the Issuer and the Depositary each agrees that it will not exercise
any rights it has under the Deposit Agreement to prevent the withdrawal or delivery of Deposited Securities in a manner which would
violate the U.S. securities laws, including, but not limited to, Section I.A.(1) of the General Instructions to the Form F-6 Registration
Statement, as amended from time to time, under the Securities Act.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">25.</TD><TD STYLE="text-align: justify"><B><U>SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS.</U></B></TD></TR></TABLE>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Issuer hereby
(i)&nbsp;irrevocably designates and appoints CT Corporation System, 111 Eighth Avenue, 13<SUP>th</SUP> Floor, New York, New York
10011, in the State of New York, as the Issuer's authorized agent upon which process may be served in any suit or proceeding arising
out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii)
consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding
may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective
service of process upon the Issuer in any such suit or proceeding. The Issuer agrees to deliver, upon the execution and delivery
of the Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Issuer further agrees to take
any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation
and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement
remains in force. In the event the Issuer fails to continue such designation and appointment in full force and effect, the Issuer
hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered
mail, return receipt requested, directed to the Issuer at its address last specified for notices hereunder, and service so made
shall be deemed completed five (5) days after the same shall have been so mailed.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">26.&#9;<B><U>ARBITRATION.</U></B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">In the event the
Depositary is advised that a judgment of a United States court may not be recognized, the following provisions shall apply:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(i)&#9;Any controversy,
claim or cause of action brought by any party or parties hereto against any other party or parties hereto arising out of or relating
to the Deposit Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(ii)&#9;The place
of the arbitration shall be the City of New York, State of New York, United States of America, and the language of the arbitration
shall be English.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(iii)&#9;The number
of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with
any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one
arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute,
controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides
(i.e., claimant and respondent), each of which shall appoint one arbitrator as if there were only two parties to such dispute,
controversy or cause of action. If either or both parties fail to select an arbitrator, or if such alignment (in the event there
is more than two parties) shall not have occurred, within sixty (60) calendar days after the initiating party serves the arbitration
demand or the two arbitrators fail to select a third arbitrator within sixty (60) calendar days of the selection of the second
arbitrator, the American Arbitration Association shall appoint the arbitrator or arbitrators in accordance with its rules. The
parties and the American Arbitration Association may appoint the arbitrators from among the nationals of any country, whether or
not a party is a national of that country.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(iv)&#9;The arbitrators
shall have no authority to award damages not measured by the prevailing party's actual damages and shall have no authority to award
any consequential, special or punitive damages, and may not, in any event, make any ruling, finding or award that does not conform
to the terms and conditions of the Deposit Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(v)&#9;In the event any
third-party action or proceeding is instituted against the Depositary relating to or arising from any act or failure to act by
the Issuer, the Issuer hereby submits to the personal jurisdiction of the court or administrative agency in which such action or
proceeding is brought.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>27.&#9;<U>UNCERTIFICATED AMERICAN DEPOSITARY
SHARES; DTC DIRECT REGISTRATION SYSTEM.</U></B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Notwithstanding
anything to the contrary in the Deposit Agreement:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)&#9;American
Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities. The form of Receipt annexed
as Exhibit A to the Deposit Agreement summarizes the terms and conditions of, and will be the prospectus required under the Securities
Act of 1933 for, both certificated and uncertificated American Depositary Shares. Except for those provisions of the Deposit Agreement
that by their nature do not apply to uncertificated American Depositary Shares, all the provisions of the Deposit Agreement shall
apply, <U>mutatis mutandis</U>, to both certificated and uncertificated American Depositary Shares.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(b)&#9;(i)&#9;The
term &ldquo;deliver&rdquo;, or its noun form, when used with respect to American Depositary Shares, shall mean (A) book-entry transfer
of American Depositary Shares to an account at The Depository Trust Company, or its successor (&ldquo;DTC&rdquo;), designated by
the person entitled to such delivery, evidencing American Depositary Shares registered in the name requested by that person, (B)
registration of American Depositary Shares not evidenced by a Receipt on the books of the Depositary in the name requested by the
person entitled to such delivery and mailing to that person of a statement confirming that registration or (C) if requested by
the person entitled to such delivery, delivery at the Corporate Trust Office of the Depositary to the person entitled to such delivery
of one or more Receipts.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">&#9;(ii)&#9;The
term &ldquo;surrender&rdquo;, when used with respect to American Depositary Shares, shall mean (A) one or more book-entry transfers
of American Depositary Shares to the DTC account of the Depositary, (B) delivery to the Depositary at its Corporate Trust Office
of an instruction to surrender American Depositary Shares not evidenced by a Receipt or (C) surrender to the Depositary at its
Corporate Trust Office of one or more Receipts evidencing American Depositary Shares.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(c)&#9;American
Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of New
York.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(d)&#9;The Depositary
shall have a duty to register a transfer, in the case of uncertificated American Depositary Shares, upon receipt from the Owner
of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in subsection
(f) below). The Depositary, upon surrender of a Receipt for the purpose of exchanging it for uncertificated American Depositary
Shares, shall cancel that Receipt and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated
American Depositary Shares that the surrendered Receipt evidenced. The Depositary, upon receipt of a proper instruction (including,
for the avoidance of doubt, instructions through DRS and Profile as provided in subsection (f) below) from the Owner of uncertificated
American Depositary Shares for the purpose of exchanging them for certificated American Depositary Shares, shall execute and deliver
to the Owner a Receipt evidencing the same number of certificated American Depositary Shares.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(e)&#9;Upon satisfaction
of the conditions for replacement of a Receipt that is mutilated, lost, destroyed or stolen, the Depositary shall deliver to the
Owner the American Depositary Shares evidenced by that Receipt in uncertificated form unless otherwise requested by the Owner.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(f)&#9;(i) The parties
acknowledge that the Direct Registration System (&ldquo;DRS&rdquo;) and Profile Modification System (&ldquo;Profile&rdquo;) shall
apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC
pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall
be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS
which allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to
register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to
the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such
transfer.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">&#9;(ii) In connection
with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary
will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner
in requesting a registration of transfer and delivery as described in subsection (i) above has the actual authority to act on behalf
of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of
Sections 5.3 and 5.8 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree that
the Depositary&rsquo;s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and
in accordance with the Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>



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