Common use of AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS Clause in Contracts

AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "Deposit Agreement" shall, as of the date hereof, refer to the Deposit Agreement, dated as of December 11, 2007 as amended by this Amendment. SECTION 2.02. The first three sentences of Section 3 of the Deposit Agreement are replaced with the following: In connection with the deposit of Shares hereunder, the Depositary or the Custodian shall require a written order, in a form satisfactory to the Depositary, directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"). Shares presented for deposit shall, at the time of such deposit, be registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in such other name as the Depositary shall direct. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary for the benefit of Holders of ADRs (to the extent not prohibited by law) at such place or places and in such manner as the Depositary shall determine. SECTION 2.03. Section 8 of the Deposit Agreement is amended by replacing "City of New York" with "United States". SECTION 2.04. The following paragraph is inserted at the end of Section 9 of the Deposit Agreement: Notwithstanding anything to the contrary contained in this Deposit Agreement (including the ADRs) and subject to the penultimate sentence of paragraph (14) of the form of ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. SECTION 2.05. Section 12 of the Deposit Agreement is amended by replacing "appointed" with "appointed, subject to paragraph (14) of the form of ADR" at the conclusion thereof. SECTION 2.06. The following is inserted immediately after the first sentence of Section 15 of the Deposit Agreement: At the reasonable request of the Depositary when it deems necessary, the Company will furnish the Depositary with legal opinions, in forms and from counsels reasonably acceptable to the Depositary, dealing with such issues requested by the Depositary. SECTION 2.07. Section 16 of the Deposit Agreement is amended to read as follows: The Company shall indemnify, defend and save harmless each of the Depositary, the Custodian and their respective directors, officers, employees, agents and affiliates against any loss, liability or expense (including reasonable fees and expenses of counsel) which may arise out of acts performed or omitted, in connection with the provisions of this Deposit Agreement and of the ADRs, as the same may be amended, modified or supplemented from time to time in accordance herewith (i) by either the Depositary or a Custodian or their respective directors, officers, employees, agents and affiliates, except for any liability or expense directly arising out of the negligence or willful misconduct of the Depositary or its directors, officers or affiliates acting in their capacities as such hereunder, or (ii) by the Company or any of its directors, officers, employees, agents and affiliates.

AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "Deposit Agreement" shall, as of the date hereof, refer to the Amended and Restated Deposit Agreement, Agreement dated as of December January 6, 2016, as amended as of August 11, 2007 2016 as further amended by this Amendment. SECTION 2.02. The first three sentences of Section 3 of the Deposit Agreement are replaced with the following: In connection with the deposit of Shares hereunder, the Depositary or the Custodian shall require a written order, in a form satisfactory to the Depositary, directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"). Shares presented for deposit shall, at the time of such deposit, be registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in such other name as the Depositary shall direct. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary for the benefit of Holders of ADRs (to the extent not prohibited by law1(c) at such place or places and in such manner as the Depositary shall determine. SECTION 2.03. Section 8 of the Deposit Agreement is amended by replacing "City of New Yorkthree Shares" with "United Statessix Shares". SECTION 2.03. Section 1(l) of the Deposit Agreement is amended by inserting "Class A" immediately before "ordinary" contained therein. SECTION 2.04. The following second paragraph is inserted at the end of Section 9 of the Deposit AgreementAgreement is amended to read as follows: Any Custodian may resign from its duties hereunder by providing at least 30 days prior written notice to the Depositary. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. Any Custodian ceasing to act hereunder as Custodian shall deliver, upon the instruction of the Depositary, all Deposited Securities held by it to a Custodian continuing to act. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the ADRs) and subject to the penultimate sentence of paragraph (14) of the form of ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. SECTION 2.05. Section 12 of the Deposit Agreement is amended by replacing "appointed" with "appointed, subject to paragraph (14) of the form of ADR" at the conclusion thereof. SECTION 2.06. The following is inserted immediately after the first sentence of Section 15 of the Deposit Agreement: At the reasonable request of the Depositary when it deems necessary, the Company will furnish the Depositary with legal opinions, in forms and from counsels reasonably acceptable to the Depositary, dealing with such issues requested by the Depositary. SECTION 2.07. Section 16 17 of the Deposit Agreement is amended to read as follows: The Company shall indemnifyThis Deposit Agreement is for the exclusive benefit of the Company, defend and save harmless each of the Depositary, the Custodian Holders, and their respective directorssuccessors hereunder, officersand, employees, agents and affiliates against any loss, liability or expense (including reasonable fees and expenses of counsel) which may arise out of acts performed or omitted, except to the extent specifically set forth in connection with the provisions Section 15 of this Deposit Agreement Agreement, shall not give any legal or equitable right, remedy or claim whatsoever to any other person. SECTION 2.06. The form of ADR and all outstanding ADRs (including, without limitation, the terms of each outstanding ADS), to be effective at the time the name of the ADRs, Company is changed to "San Meditech Holdings Ltd." are amended and restated to read as the same may be amended, modified or supplemented from time to time set forth in accordance herewith (i) by either the Depositary or a Custodian or their respective directors, officers, employees, agents and affiliates, except for any liability or expense directly arising out of the negligence or willful misconduct of the Depositary or its directors, officers or affiliates acting in their capacities as such hereunder, or (ii) by the Company or any of its directors, officers, employees, agents and affiliatesExhibit A hereto.

AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "Deposit Agreement" shall, as of the date hereof, refer to the Deposit Agreement, Agreement dated as of December 11February 7, 2007 2012 and as amended by this Amendment. SECTION 2.02. The first three sentences of Section 3 Sections 4 and 6 of the Deposit Agreement are replaced with amended by inserting "SWIFT," immediately before the following: In connection with the deposit of Shares hereunder, the Depositary or the Custodian shall require a written order, in a form satisfactory to the Depositary, directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a word "Delivery Order"). Shares presented for deposit shall, at the time of such deposit, be registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in such other name as the Depositary shall direct. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary for the benefit of Holders of ADRs (to the extent not prohibited by law) at such place or places and in such manner as the Depositary shall determinecable" contained therein. SECTION 2.03. The second paragraph of Section 8 of the Deposit Agreement is amended by replacing "City of New York" with "United States". SECTION 2.04. The following paragraph is inserted at the end of Section 9 of the Deposit AgreementAgreement is amended to read as follows: Any Custodian in acting hereunder shall be subject to the directions of the Depositary and shall be responsible solely to it. The Depositary reserves the right to add, replace or remove a Custodian. The Depositary will give prompt notice of any such action, which will be advance notice if practicable. Any Custodian may resign from its duties hereunder by providing at least 30 days prior written notice to the Depositary. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. Any Custodian ceasing to act hereunder as Custodian shall deliver, upon the instruction of the Depositary, all Deposited Securities held by it to a Custodian continuing to act. If upon the effectiveness of such resignation there would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, use commercially reasonable efforts to appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the ADRs) and subject to the penultimate sentence of paragraph (14) of the form of ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of (A) the Custodian having has been determined by a final non-appealable judgment of a court of competent jurisdiction to have (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is locatedlocated and (B) the Company or the Holders have incurred direct damages as a result of such act or omission to act on the part of the Custodian. SECTION 2.05. The first sentence of Section 12 14 of the Deposit Agreement is amended to read as follows: On or before the first date on which the Company makes any communication available to holders of Deposited Securities or any securities regulatory authority or stock exchange, by publication or otherwise, the Company shall transmit to the Depositary a copy thereof in English or with an English translation or summary. SECTION 2.06. Section 15 of the Deposit Agreement is amended by (a) replacing "appointedNeither" in the first sentence thereof with "appointed, subject to paragraph The Company agrees with the Depositary that neither" and (14b) of inserting the form of ADR" at the conclusion thereof. SECTION 2.06. The following is inserted immediately after the first second sentence of Section 15 of the Deposit Agreementthereof: At the reasonable request of the Depositary when where it deems necessary, the Company will furnish the Depositary with legal opinions, in forms and from counsels reasonably acceptable to the Depositary, dealing with such issues requested by the Depositary. SECTION 2.07. Section 16 of the Deposit Agreement is amended to read as follows: The Company shall indemnify, defend and save harmless each of the Depositary, the Custodian and their respective directors, officers, employees, agents and affiliates against any loss, liability or expense (including reasonable fees and expenses of counsel) which may arise out of acts performed or omitted, in connection with the provisions of this Deposit Agreement and of the ADRs, as the same may be amended, modified or supplemented from time to time in accordance herewith (i) by either the Depositary or a Custodian or their respective directors, officers, employees, agents and affiliates, except for any liability or expense directly arising out of the negligence or willful misconduct of the Depositary or its directors, officers or affiliates acting in their capacities as such hereunder, or (ii) by the Company or any of its directors, officers, employees, agents and affiliates.:

AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "“Deposit Agreement" ” shall, as of the date hereof, refer to the Deposit Agreement, Agreement dated as of December 11February 7, 2007 2012 and as amended by this Amendment. SECTION 2.02. The first three sentences of Section 3 Sections 4 and 6 of the Deposit Agreement are replaced with amended by inserting “SWIFT,” immediately before the following: In connection with the deposit of Shares hereunder, the Depositary or the Custodian shall require a written order, in a form satisfactory to the Depositary, directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"). Shares presented for deposit shall, at the time of such deposit, be registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in such other name as the Depositary shall direct. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary for the benefit of Holders of ADRs (to the extent not prohibited by law) at such place or places and in such manner as the Depositary shall determineword “cable” contained therein. SECTION 2.03. The second paragraph of Section 8 of the Deposit Agreement is amended by replacing "“City of New York" ” with "“United States"”. SECTION 2.04. The following paragraph is inserted at the end of Section 9 of the Deposit AgreementAgreement is amended to read as follows: Any Custodian in acting hereunder shall be subject to the directions of the Depositary and shall be responsible solely to it. The Depositary reserves the right to add, replace or remove a Custodian. The Depositary will give prompt notice of any such action, which will be advance notice if practicable. Any Custodian may resign from its duties hereunder by providing at least 30 days prior written notice to the Depositary. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. Any Custodian ceasing to act hereunder as Custodian shall deliver, upon the instruction of the Depositary, all Deposited Securities held by it to a Custodian continuing to act. If upon the effectiveness of such resignation there would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, use commercially reasonable efforts to appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the ADRs) and subject to the penultimate sentence of paragraph (14) of the form of ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of (A) the Custodian having has been determined by a final non-appealable judgment of a court of competent jurisdiction to have (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is locatedlocated and (B) the Company or the Holders have incurred direct damages as a result of such act or omission to act on the part of the Custodian. SECTION 2.05. The first sentence of Section 12 14 of the Deposit Agreement is amended to read as follows: On or before the first date on which the Company makes any communication available to holders of Deposited Securities or any securities regulatory authority or stock exchange, by publication or otherwise, the Company shall transmit to the Depositary a copy thereof in English or with an English translation or summary. SECTION 2.06. Section 15 of the Deposit Agreement is amended by (a) replacing "appointed" “Neither” in the first sentence thereof with "appointed, subject to paragraph “The Company agrees with the Depositary that neither” and (14b) of inserting the form of ADR" at the conclusion thereof. SECTION 2.06. The following is inserted immediately after the first second sentence of Section 15 of the Deposit Agreementthereof: At the reasonable request of the Depositary when where it deems necessary, the Company will furnish the Depositary with legal opinions, in forms and from counsels reasonably acceptable to the Depositary, dealing with such issues requested by the Depositary. SECTION 2.07. Section 16 of the Deposit Agreement is amended to read as follows: The Company shall indemnify, defend and save harmless each of the Depositary, the Custodian and their respective directors, officers, employees, agents and affiliates against any loss, liability or expense (including reasonable fees and expenses of counsel) which may arise out of acts performed or omitted, in connection with the provisions of this Deposit Agreement and of the ADRs, as the same may be amended, modified or supplemented from time to time in accordance herewith (i) by either the Depositary or a Custodian or their respective directors, officers, employees, agents and affiliates, except for any liability or expense directly arising out of the negligence or willful misconduct of the Depositary or its directors, officers or affiliates acting in their capacities as such hereunder, or (ii) by the Company or any of its directors, officers, employees, agents and affiliates.: