Common use of ARBITRATION AND SUBMISSION Clause in Contracts

ARBITRATION AND SUBMISSION. 29.1 Notwithstanding any other provision of these Conditions, the Depositary agrees that each Holder may elect, by notice in writing to the Depositary issued no later than the filing of a defence in any Proceedings, that the Dispute be resolved by arbitration and not litigation. In such case, the Dispute shall be referred to arbitration under the Rules of the London Court of International Arbitration (the "Rules") and finally resolved by arbitration under the Rules which Rules are deemed to be incorporated by reference into this Condition. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 29.2 If any Holder elects arbitration proceedings in accordance with Condition 29.1, the Depositary and the Holders agree that: (a) the number of arbitrators shall be three, appointed by the London Court of International Arbitration in accordance with its Rules; (b) the place of the arbitration shall be London; (c) the language to be used in the arbitration proceedings shall be English; and (d) the decision and award of the arbitration shall be final and binding on the parties from the day it is made. 29.3 The governing law of this arbitration agreement shall be the substantive law of England, excluding conflict of law rules. 29.4 If Proceedings have been initiated by the Depositary in a court of competent jurisdiction at the time that any Holder elects to submit the matter to arbitration in accordance with Condition 29.1, then the Depositary agrees that it shall discontinue such Proceedings without delay unless the Holder is deemed to have waived such right by substantially participating in the Proceedings without having raised its right under this Condition. 29.5 If any Dispute raises issues which are substantially the same as or connected with issues raised in a Dispute which has already been referred to arbitration (an "Existing Dispute"), or arises out of substantially the same facts as are the subject of an Existing Dispute, or a dispute, controversy or claim, arising out of or in connection with the Deposit Agreement or the Deed Poll, whether in tort, contract, statute or otherwise, including any question regarding their existence, validity, interpretation, breach or termination (in any such case a "Related Dispute" provided that such Related Dispute has been or is to be submitted to arbitration), the arbitrators appointed or to be appointed in respect of any such Existing Dispute shall also be appointed as the arbitrators in respect of any Related Dispute, save where the arbitrators consider such appointment to be inappropriate. 29.6 The arbitrators, upon the request of one of the parties to a Dispute or Related Dispute or a Holder or the Depositary which itself wishes to be joined in any reference to arbitration proceedings in relation to a Dispute or Related Dispute, may join any Holder or any party to the Deposit Agreement, these Conditions or the Deed Poll to any reference to arbitration proceedings in relation to that Dispute or Related Dispute and may make a single, final award determining all Disputes and Related Disputes between them. Each of the Holders and the Depositary hereby consents to be joined to any reference to arbitration proceedings in relation to any dispute at the request of a party to that Dispute or Related Dispute, and to accept joinder of any party requesting to be joined in accordance with this Condition 29.6. 29.7 Where, pursuant to the above provisions, the same arbitrators have been appointed in relation to an Existing Dispute and one or more Related Disputes, the arbitrators may, with the agreement of all the parties concerned or upon the application of one of the parties, being a party to each of the Disputes, order that the whole or part of the matters at issue shall be heard together upon such terms or conditions as the arbitrators think fit. 29.8 The arbitrators shall have power to make such directions and any provisional, interim or partial awards as they consider just and desirable. 29.9 Nothing in these dispute resolution provisions shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. 29.10 The parties hereby agree to waive any right of appeal to any court of law or other judicial authority in so far as such waiver may be validly made. 29.11 Without prejudice to the powers of the arbitrators provided in the Rules, statute or otherwise, the arbitrators shall have power at any time, following the written request (with reasons) of any party at any time, and after due consideration of any written and/or oral response(s) to such request made within such time periods as the arbitrators shall determine, to make an award in favour of the claimant(s) (or the respondent(s) if a counterclaim) in respect of any claims (or counterclaims) if it appears to the arbitrators that there is no reasonably arguable defence to those claims (or counterclaims), either at all or except as to the amount of any damages or other sum to be awarded. 29.12 The Depositary and the Holders agree that in no circumstances will they request the arbitrators to, and the arbitrators shall have no authority to, exercise any power to award damages which are not calculated by reference to the party's actual costs or to award any loss of profit whatsoever or any consequential, special or punitive damages.

ARBITRATION AND SUBMISSION. 29.1 Notwithstanding 18.1 Any dispute, controversy or claim, arising out of or in connection with this Agreement, whether in tort, contract, statute or otherwise, including any other provision of these Conditionsquestion regarding its existence, the Depositary agrees that each Holder may electvalidity, by notice in writing interpretation, breach or termination (a “Dispute”) shall be referred to the Depositary issued no later than the filing of a defence in any Proceedings, that the Dispute be and finally resolved by arbitration and not litigation. In such case, the Dispute dispute shall be referred to arbitration under the Rules of the London Court of International Arbitration (the "“Rules"”) and finally resolved by arbitration under the Rules which Rules are deemed to be incorporated by reference into this Conditionclause. Judgment Judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 29.2 If any Holder elects arbitration proceedings in accordance with Condition 29.1, the Depositary and the Holders 18.2 The parties to this Agreement agree that: (a) the 18.2.1 The number of arbitrators shall be three. Two of the arbitrators shall be nominated by the respective parties in the Request for Arbitration and the Response, appointed and the third, who shall be the Chairman of the tribunal, shall be nominated by the two party nominated arbitrators within 30 days of the last of their appointments. In the event of a failure to nominate an arbitrator by either party or a failure to agree the Chairman of the tribunal, the London Court of International Arbitration in accordance with its Rulesshall, at the written request of either party, make such appointments forthwith; (b) the 18.2.2 The place of the arbitration shall be London, England, and the proceedings shall also take place in London, England; (c) the 18.2.3 The language to be used in the arbitration proceedings shall be English; and (d) the 18.2.4 The decision and award of the arbitration shall be final and binding on the parties from the day it is made. 29.3 18.3 The governing law of parties to this arbitration agreement Agreement agree that the tribunal shall be have the substantive law of Englandpower to make such directions and any provisional, excluding conflict of law rulesinterim or partial award as it considers just and desirable. 29.4 If Proceedings have been initiated by the Depositary in a court of competent jurisdiction at the time that any Holder elects to submit the matter to arbitration in accordance with Condition 29.1, then the Depositary agrees that it shall discontinue such Proceedings without delay unless the Holder is deemed to have waived such right by substantially participating in the Proceedings without having raised its right under this Condition. 29.5 18.4 If any Dispute raises issues which are substantially the same as or connected with issues raised in a Dispute which has already been referred to arbitration (an "“Existing Dispute"”), or arises out of substantially the same facts as are the subject of an Existing Dispute, or a dispute, controversy or claim, arising out of or in connection with the Deposit Agreement Conditions or the Deed Poll, whether in tort, contract, statute or otherwise, including any question regarding their its existence, validity, interpretation, breach or termination (in any such case a "“Related Dispute" provided that such Related Dispute has been or is to be submitted to arbitration”), then the arbitrators tribunal appointed or to be appointed in respect of any such Existing Dispute shall also be appointed as the arbitrators tribunal in respect of any Related Dispute, save where the arbitrators consider tribunal considers that such appointment to would be inappropriate. 29.6 The arbitrators, upon 18.5 Upon the request of one of the parties to a Dispute or Related Dispute or a Holder or the Depositary party to this Agreement which itself wishes to be joined in any reference to arbitration proceedings in relation to a Dispute or Related Dispute, the tribunal may join any Holder or any party to the Deposit Agreement, these Conditions or the Deed Poll to any reference to arbitration proceedings in relation to that Dispute or Related Dispute and may make a single, final award determining all Disputes and or Related Disputes between them. Each of the Holders and the Depositary parties to this Agreement hereby consents to be joined to any reference to arbitration proceedings in relation to any dispute at the request of a party to that Dispute or Related Dispute, and to accept as joinder of any party requesting to be joined in accordance with under this Condition 29.6Clause 18.5. 29.7 18.6 Where, pursuant to the above provisions, the same arbitrators have tribunal has been appointed in relation to an Existing Dispute and one or more Related Disputes, the arbitrators tribunal may, with the agreement of all the parties concerned or upon the application of one of the parties, being a party to each of the Disputes, order that the whole or part of the matters at issue shall be heard together upon such terms or conditions as the arbitrators think tribunal thinks fit. 29.8 . The arbitrators tribunal shall have the power to make such directions and any provisional, interim or partial awards as they consider it considers just and desirable. 29.9 18.7 Nothing in these dispute resolution provisions shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. 29.10 The 18.8 Any award of the tribunal shall be binding from the day it is made, and the parties hereby agree to waive any right of to appeal to any court of law or other judicial authority in so far law, insofar as such waiver may be validly made. The parties shall not be deemed, however, to have waived any right to challenge any award on the ground that the tribunal lacked substantive jurisdiction and / or the ground of serious irregularity affecting the tribunal, the proceedings or the award. 29.11 Without prejudice 18.9 In the event that the Depositary is made a party to or is otherwise required to participate in any litigation, arbitration or proceeding (whether judicial or administrative) which arises from or is related to or is based upon any act or failure to act by the powers of Company, or which contains allegations to such effect, upon notice from the arbitrators provided in the Rules, statute or otherwiseDepositary, the arbitrators Company shall have power at fully co-operate with the Depositary in connection with such litigation, arbitration or proceeding and shall not resist being joined to any time, following such legal actions if the written request (with reasons) of any party at any time, and after due consideration of any written and/or oral response(s) to such request made within such time periods as the arbitrators shall determine, to make an award in favour of the claimant(s) (or the respondent(s) if a counterclaim) in respect of any claims (or counterclaims) if it appears to the arbitrators that there is no reasonably arguable defence to those claims (or counterclaims), either at all or except as to the amount of any damages or other sum to be awardedDepositary so requests. 29.12 The Depositary and the Holders agree that in no circumstances will they request the arbitrators to, and the arbitrators shall have no authority to, exercise any power to award damages which are not calculated by reference to the party's actual costs or to award any loss of profit whatsoever or any consequential, special or punitive damages.

ARBITRATION AND SUBMISSION. 29.1 Notwithstanding 18.1 Any dispute, controversy or claim, arising out of or in connection with this Agreement, whether in tort, contract, statute or otherwise, including any other provision of these Conditionsquestion regarding its existence, the Depositary agrees that each Holder may electvalidity, by notice in writing interpretation, breach or termination (a “Dispute”) shall be referred to the Depositary issued no later than the filing of a defence in any Proceedings, that the Dispute be and finally resolved by arbitration and not litigation. In such case, the Dispute dispute shall be referred to arbitration under the Rules of the London Court of International Arbitration (the "“Rules") and finally resolved by arbitration under the Rules ”), which Rules are deemed to be incorporated by reference into this ConditionClause 18. Judgment Judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 29.2 If any Holder elects arbitration proceedings in accordance with Condition 29.1, the Depositary and the Holders 18.2 The parties to this Agreement agree that: (ai) the The number of arbitrators shall be three. Two of the arbitrators shall be nominated by the respective parties in the Request for Arbitration and the Response, appointed and the third, who shall be the Chairman of the tribunal, shall be nominated by the two party nominated arbitrators within 30 calendar days of the last of their appointments. In the event of a failure to nominate an arbitrator by either party or a failure to agree the Chairman of the tribunal, the London Court of International Arbitration in accordance with its Rulesshall, at the written request of either party, make such appointments forthwith; (bii) the The place of the arbitration shall be London, England; (ciii) the The language to be used in the arbitration proceedings shall be English; and (div) the The decision and award of the arbitration shall be final and binding on the parties from the day it is made. 29.3 The governing law of this arbitration agreement shall be the substantive law of England, excluding conflict of law rules. 29.4 If Proceedings have been initiated by the Depositary in a court of competent jurisdiction at the time that any Holder elects to submit the matter to arbitration in accordance with Condition 29.1, then the Depositary agrees that it shall discontinue such Proceedings without delay unless the Holder is deemed to have waived such right by substantially participating in the Proceedings without having raised its right under this Condition. 29.5 18.3 If any Dispute raises issues which are substantially the same as or connected with issues raised in a Dispute which has already been referred to arbitration (an "“Existing Dispute"”), or arises out of substantially the same facts as are the subject of an Existing Dispute, or a dispute, controversy or claim, arising out of or in connection with the Deposit Agreement Conditions or the Deed Poll, whether in tort, contract, statute or otherwise, including any question regarding their its existence, validity, interpretation, breach or termination (in any such case a "“Related Dispute" provided that such Related Dispute has been or is to be submitted to arbitration”), the arbitrators appointed or to be appointed in respect of any such Existing Dispute shall also be appointed as the arbitrators in respect of any Related Dispute, save where the arbitrators consider such appointment to be inappropriate. 29.6 18.4 The arbitrators, upon the request of one of the parties to a Dispute or Related Dispute or a Holder or the Depositary party to this Agreement which itself wishes to be joined in any reference to arbitration proceedings in relation to a Dispute or Related Dispute, may join any Holder or any party to the Deposit Agreement, these Conditions or the Deed Poll to any reference to arbitration proceedings in relation to that Dispute or Related Dispute and may make a single, final award determining all Disputes and Related Disputes between them. Each of the Holders and the Depositary parties to this Agreement hereby consents to be joined to any reference to arbitration proceedings in relation to any dispute at the request of a party to that Dispute or Related Dispute, and to accept joinder of any party requesting to be joined in accordance with under this Condition 29.6Clause 18.4. 29.7 18.5 Where, pursuant to the above provisions, the same arbitrators have been appointed in relation to an Existing Dispute and one or more Related Disputes, the arbitrators may, with the agreement of all the parties concerned or upon the application of one of the parties, being a party to each of the Disputes, order that the whole or part of the matters at issue shall be heard together upon such terms or conditions as the arbitrators think fit. 29.8 . The arbitrators shall have power to make such directions and any provisional, interim or partial awards as they consider just and desirable. 29.9 18.6 Nothing in these dispute resolution provisions shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. 29.10 The 18.7 Any award of the tribunal of arbitrators shall be binding from the day it is made, and the parties hereby agree to waive any right of appeal to any court of law or other judicial authority in so far law, insofar as such waiver may be validly made. 29.11 18.8 In the event that the Depositary is made a party to or is otherwise required to participate in any litigation, arbitration or proceeding (whether judicial or administrative) which arises from or is related to or is based upon any act or failure to act by the Company, or which contains allegations to such effect, upon notice from the Depositary, the Company shall fully co-operate with the Depositary in connection with such litigation, arbitration or proceeding, and shall not resist being joined to any such legal actions if the Depositary so requests. 18.9 Without prejudice to the powers of the arbitrators provided in the Rules, statute or otherwise, the arbitrators shall have power at any time, following the written request (with reasons) of any party at any time, and after due consideration of any written and/or oral response(s) to such request made within such time periods as the arbitrators shall determine, to make an award in favour of the claimant(s) (or the respondent(s) if a counterclaim) in respect of any claims (or counterclaims) if it appears to the arbitrators that there is no reasonably arguable defence to those claims (or counterclaims), either at all or except as to the amount of any damages or other sum to be awarded. 29.12 18.10 The Depositary and the Holders parties agree that in no circumstances will they request the arbitrators to, and the arbitrators shall have no authority to, exercise any power to award damages which are not calculated by reference to the relevant party's ’s actual costs or to award any loss of profit whatsoever or any consequential, special or punitive damages.

ARBITRATION AND SUBMISSION. 29.1 18.1 Notwithstanding any other provision of these Conditionsthis Agreement, the parties to this Agreement agree that the Depositary agrees that each Holder may elect, by notice in writing to the Depositary issued no later than the filing of a defence in any ProceedingsCompany, that the Dispute be resolved by arbitration and not litigation. In such case, the Dispute dispute shall be referred to arbitration under the Rules of the London Court of International Arbitration (the "Rules") and finally resolved by arbitration under the Rules which Rules are deemed to be incorporated by reference into this Conditionclause. Judgment Judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 29.2 If any Holder elects arbitration proceedings in accordance with Condition 29.1, the Depositary and the Holders 18.2 The parties to this Agreement agree that: (ai) the The number of arbitrators shall be three, appointed by the London Court of International Arbitration in accordance with its Rules; (bii) the The place of the arbitration shall be London; (ciii) the The language to be used in the arbitration proceedings shall be English; and (div) the The decision and award of the arbitration shall be final and binding on the parties from the day it is madefinal. 29.3 The governing law of this arbitration agreement shall be the substantive law of England, excluding conflict of law rules. 29.4 If Proceedings have been initiated by the Depositary in a court of competent jurisdiction at the time that any Holder elects to submit the matter to arbitration in accordance with Condition 29.1, then the Depositary agrees that it shall discontinue such Proceedings without delay unless the Holder is deemed to have waived such right by substantially participating in the Proceedings without having raised its right under this Condition. 29.5 18.3 If any Dispute raises issues which are substantially the same as or connected with issues raised in a Dispute which has already been referred to arbitration (an "Existing Dispute"), or arises out of substantially the same facts as are the subject of an Existing Dispute, or a dispute, controversy or claim, arising out of or in connection with the Deposit Agreement or the Deed Poll, whether in tort, contract, statute or otherwise, including any question regarding their existence, validity, interpretation, breach or termination Dispute (in any such either case a "Related Dispute" provided that such Related Dispute has been or is to be submitted to arbitration"), the arbitrators appointed or to be appointed in respect of any such Existing Dispute shall also be appointed as the arbitrators Arbitrators in respect of any Related Dispute, save where the arbitrators consider such appointment to be inappropriate. 29.6 18.4 The arbitrators, upon the request of one of the parties to a Dispute or Related Dispute or a Holder or the Depositary party to this Agreement which itself wishes to be joined in any reference to arbitration proceedings in relation to a Dispute or Related Dispute, may join any Holder or any party to the Deposit Agreement, these Conditions or the Deed Poll to any reference to arbitration proceedings in relation to that Dispute or Related Dispute and may make a single, final award determining all Disputes and Related Disputes between them. Each of the Holders and the Depositary parties to this Agreement hereby consents to be joined to any reference to arbitration proceedings in relation to any dispute at the request of a party to that Dispute or Related Dispute, and to accept joinder of any party requesting to be joined in accordance with this Condition 29.6. 29.7 18.5 Where, pursuant to the above provisions, the same arbitrators have been appointed in relation to an Existing Dispute and one two or more Related Disputes, the arbitrators may, with the agreement of all the parties concerned or upon the application of one of the parties, being a party to each of the Disputes, order that the whole or part of the matters at issue shall be heard together upon such terms or conditions as the arbitrators think fit. 29.8 . The arbitrators shall have power to make such directions and any provisional, interim or partial awards as they consider just and desirable. 29.9 Nothing in these dispute resolution provisions shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. 29.10 18.6 The parties hereby agree to waive any right of appeal to any court of law or other judicial authority in so far insofar as such waiver may be validly made. 29.11 Without prejudice 18.7 In the event that the Depositary is made a party to or is otherwise required to participate in any litigation, arbitration or proceeding (whether judicial or administrative) which arises from or is related to or is based upon any act or failure to act by the Company, or which contains allegations to such effect, upon notice from the Depositary, the Company shall fully co-operate with the Depositary in connection with such litigation, arbitration or proceeding. 18.8 The Company irrevocably appoints [•] with offices at [•] as its agent in England to receive process which may be served in any suit or Proceeding in England arising out of or relating to the powers Deposited Shares, the GDRs, the Conditions or this Agreement and appoints [CT Corporation] with offices at [000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000] as its agent in New York to receive service of process in any suit or Proceedings in New York arising out of or relating to the Deposited Shares, the GDRs, the Conditions or this Agreement. If for any reason the Company does not have such an agent in England or New York as the case may be, it will promptly appoint a substitute process agent and notify the Holders and the Depositary of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law. The Depositary irrevocably appoints The Bank of New York, London Branch (Attention: The Manager), of 48th Floor, One Canada Xxxxxx, Xxxxxx X00 0XX as its agent in England to receive service of process on any suit or Proceedings in England based on any of the arbitrators provided GDRs. If for any reason the Depositary does not have such an agent in England, it will promptly appoint a substitute process agent and notify the Rules, statute or otherwise, Holders of such appointment. Nothing herein shall affect the arbitrators shall have power at right to serve process in any time, following other manner permitted by law. 18.9 Notwithstanding that the written request (with reasons) of any party at any time, and after due consideration of any written and/or oral response(s) Conditions are expressed to such request made within such time periods as the arbitrators shall determine, to make an award in favour of the claimant(s) (or the respondent(s) if a counterclaim) in respect of any claims (or counterclaims) if it appears be subject to the arbitrators that there is no reasonably arguable defence to those claims (or counterclaims)detailed provisions of this Agreement, either at all or except this Clause 18 shall be effective as to between the amount of any damages or other sum to be awarded. 29.12 The Depositary and the Holders agree that in no circumstances will they request Company only and shall not affect the arbitrators to, application of Condition 28.4 as between the Depositary and the arbitrators shall have no authority to, exercise any power to award damages which are not calculated by reference to the party's actual costs or to award any loss of profit whatsoever or any consequential, special or punitive damagesa Holder.

ARBITRATION AND SUBMISSION. 29.1 18.1 Notwithstanding any other provision of these Conditionsthis Agreement, the parties to this Agreement agree that the Depositary agrees that each Holder may elect, by notice in writing to the Depositary issued no later than the filing of a defence in any ProceedingsCompany, that the Dispute be resolved by arbitration and not litigation. In such case, the Dispute dispute shall be referred to arbitration under the Rules of the London Court of International Arbitration (the "RulesRULES") and finally resolved by arbitration under the Rules which Rules are deemed to be incorporated by reference into this Conditionclause. Judgment Judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 29.2 If any Holder elects arbitration proceedings in accordance with Condition 29.1, the Depositary and the Holders 18.2 The parties to this Agreement agree that: (ai) the The number of arbitrators shall be three, appointed by the London Court of International Arbitration in accordance with its Rules; (bii) the The place of the arbitration shall be London; (ciii) the The language to be used in the arbitration proceedings shall be English; and (div) the The decision and award of the arbitration shall be final and binding on the parties from the day it is madefinal. 29.3 The governing law of this arbitration agreement shall be the substantive law of England, excluding conflict of law rules. 29.4 If Proceedings have been initiated by the Depositary in a court of competent jurisdiction at the time that any Holder elects to submit the matter to arbitration in accordance with Condition 29.1, then the Depositary agrees that it shall discontinue such Proceedings without delay unless the Holder is deemed to have waived such right by substantially participating in the Proceedings without having raised its right under this Condition. 29.5 18.3 If any Dispute raises issues which are substantially the same as or connected with issues raised in a Dispute which has already been referred to arbitration (an "Existing DisputeEXISTING DISPUTE"), or arises out of substantially the same facts as are the subject of an Existing Dispute, or a dispute, controversy or claim, arising out of or in connection with the Deposit Agreement or the Deed Poll, whether in tort, contract, statute or otherwise, including any question regarding their existence, validity, interpretation, breach or termination Dispute (in any such either case a "Related Dispute" provided that such Related Dispute has been or is to be submitted to arbitrationRELATED DISPUTE"), the arbitrators appointed or to be appointed in respect of any such Existing Dispute shall also be appointed as the arbitrators Arbitrators in respect of any Related Dispute, save where the arbitrators consider such appointment to be inappropriate. 29.6 18.4 The arbitrators, upon the request of one of the parties to a Dispute or Related Dispute or a Holder or the Depositary party to this Agreement which itself wishes to be joined in any reference to arbitration proceedings in relation to a Dispute or Related Dispute, may join any Holder or any party to the Deposit Agreement, these Conditions or the Deed Poll to any reference to arbitration proceedings in relation to that Dispute or Related Dispute and may make a single, final award determining all Disputes and Related Disputes between them. Each of the Holders and the Depositary parties to this Agreement hereby consents to be joined to any reference to arbitration proceedings in relation to any dispute at the request of a party to that Dispute or Related Dispute, and to accept joinder of any party requesting to be joined in accordance with this Condition 29.6. 29.7 18.5 Where, pursuant to the above provisions, the same arbitrators have been appointed in relation to an Existing Dispute and one two or more Related Disputes, the arbitrators may, with the agreement of all the parties concerned or upon the application of one of the parties, being a party to each of the Disputes, order that the whole or part of the matters at issue shall be heard together upon such terms or conditions as the arbitrators think fit. 29.8 . The arbitrators shall have power to make such directions and any provisional, interim or partial awards as they consider just and desirable. 29.9 Nothing in these dispute resolution provisions shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. 29.10 18.6 The parties hereby agree to waive any right of appeal to any court of law or other judicial authority in so far insofar as such waiver may be validly made. 29.11 Without prejudice 18.7 In the event that the Depositary is made a party to or is otherwise required to participate in any litigation, arbitration or proceeding (whether judicial or administrative) which arises from or is related to or is based upon any act or failure to act by the Company, or which contains allegations to such effect, upon notice from the Depositary, the Company shall fully co-operate with the Depositary in connection with such litigation, arbitration or proceeding. 18.8 The Company irrevocably appoints Law Debenture Corporate Services Limited with offices at 0xx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, as its agent in England to receive process which may be served in any suit or Proceeding in England arising out of or relating to the powers Deposited Shares, the GDS', the Conditions or this Agreement and appoints Macronix America, Inc. with offices at 000 Xxxxxxxx Xxx, Xxxxxxxx, XX 00000-0000 as its agent in New York to receive service of process in any suit or Proceedings in New York arising out of or relating to the Deposited Shares, the GDS', the Conditions or this Agreement. If for any reason the Company does not have such an agent in England or New York as the case may be, it will promptly appoint a substitute process agent and notify the Holders and the Depositary of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law. The Depositary irrevocably appoints Citibank, N.A. - London Branch , Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxxx as its agent in England to receive service of process on any suit or Proceedings in England based on any of the arbitrators provided GDS'. If for any reason the Depositary does not have such an agent in England, it will promptly appoint a substitute process agent and notify the Rules, statute or otherwise, Holders of such appointment. Nothing herein shall affect the arbitrators shall have power at right to serve process in any time, following other manner permitted by law. 18.9 Notwithstanding that the written request (with reasons) of any party at any time, and after due consideration of any written and/or oral response(s) Conditions are expressed to such request made within such time periods as the arbitrators shall determine, to make an award in favour of the claimant(s) (or the respondent(s) if a counterclaim) in respect of any claims (or counterclaims) if it appears be subject to the arbitrators that there is no reasonably arguable defence to those claims (or counterclaims)detailed provisions of this Agreement, either at all or except this Clause 18 shall be effective as to between the amount of any damages or other sum to be awarded. 29.12 The Depositary and the Holders agree that in no circumstances will they request Company only and shall not affect the arbitrators to, application of Condition 28.4 as between the Depositary and the arbitrators shall have no authority to, exercise any power to award damages which are not calculated by reference to the party's actual costs or to award any loss of profit whatsoever or any consequential, special or punitive damagesa Holder.

ARBITRATION AND SUBMISSION. 29.1 18.1 Notwithstanding any other provision of these Conditionsthis Agreement, the parties to this Agreement agree that the Depositary agrees that each Holder may elect, by notice in writing to the Depositary issued no later than the filing of a defence in any ProceedingsCompany, that the Dispute be resolved by arbitration and not litigation. In such case, the Dispute dispute shall be referred to arbitration under the Rules of the London Court of International Arbitration (the "Rules") and finally resolved by arbitration under the Rules which Rules are deemed to be incorporated by reference into this Conditionclause. Judgment Judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 29.2 If any Holder elects arbitration proceedings in accordance with Condition 29.1, the Depositary and the Holders 18.2 The parties to this Agreement agree that: (ai) the The number of arbitrators shall be three, appointed by the London Court of International Arbitration in accordance with its Rules; (bii) the The place of the arbitration shall be London; (ciii) the The language to be used in the arbitration proceedings shall be English; and (div) the The decision and award of the arbitration shall be final and binding on the parties from the day it is madefinal. 29.3 The governing law of this arbitration agreement shall be the substantive law of England, excluding conflict of law rules. 29.4 If Proceedings have been initiated by the Depositary in a court of competent jurisdiction at the time that any Holder elects to submit the matter to arbitration in accordance with Condition 29.1, then the Depositary agrees that it shall discontinue such Proceedings without delay unless the Holder is deemed to have waived such right by substantially participating in the Proceedings without having raised its right under this Condition. 29.5 18.3 If any Dispute raises issues which are substantially the same as or connected with issues raised in a Dispute which has already been referred to arbitration (an "Existing Dispute"), or arises out of substantially the same facts as are the subject of an Existing Dispute, or a dispute, controversy or claim, arising out of or in connection with the Deposit Agreement or the Deed Poll, whether in tort, contract, statute or otherwise, including any question regarding their existence, validity, interpretation, breach or termination Dispute (in any such either case a "Related Dispute" provided that such Related Dispute has been or is to be submitted to arbitration"), the arbitrators appointed or to be appointed in respect of any such Existing Dispute shall also be appointed as the arbitrators Arbitrators in respect of any Related Dispute, save where the arbitrators consider such appointment to be inappropriate. 29.6 18.4 The arbitrators, upon the request of one of the parties to a Dispute or Related Dispute or a Holder or the Depositary party to this Agreement which itself wishes to be joined in any reference to arbitration proceedings in relation to a Dispute or Related Dispute, may join any Holder or any party to the Deposit Agreement, these Conditions or the Deed Poll to any reference to arbitration proceedings in relation to that Dispute or Related Dispute and may make a single, final award determining all Disputes and Related Disputes between them. Each of the Holders and the Depositary parties to this Agreement hereby consents to be joined to any reference to arbitration proceedings in relation to any dispute at the request of a party to that Dispute or Related Dispute, and to accept joinder of any party requesting to be joined in accordance with this Condition 29.6. 29.7 18.5 Where, pursuant to the above provisions, the same arbitrators have been appointed in relation to an Existing Dispute and one two or more Related Disputes, the arbitrators may, with the agreement of all the parties concerned or upon the application of one of the parties, being a party to each of the Disputes, order that the whole or part of the matters at issue shall be heard together upon such terms or conditions as the arbitrators think fit. 29.8 . The arbitrators shall have power to make such directions and any provisional, interim or partial awards as they consider just and desirable. 29.9 Nothing in these dispute resolution provisions shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. 29.10 18.6 The parties hereby agree to waive any right of appeal to any court of law or other judicial authority in so far insofar as such waiver may be validly made. 29.11 Without prejudice 18.7 In the event that the Depositary is made a party to or is otherwise required to participate in any litigation, arbitration or proceeding (whether judicial or administrative) which arises from or is related to or is based upon any act or failure to act by the Company, or which contains allegations to such effect, upon notice from the Depositary, the Company shall fully co-operate with the Depositary in connection with such litigation, arbitration or proceeding. 18.8 The Company irrevocably appoints [•] with offices at [•] as its agent in England to receive process which may be served in any suit or Proceeding in England arising out of or relating to the powers Deposited Shares, the GDRs, the Conditions or this Agreement and appoints [•] with offices at [•] as its agent in New York to receive service of process in any suit or Proceedings in New York arising out of or relating to the Deposited Shares, the GDRs, the Conditions or this Agreement. If for any reason the Company does not have such an agent in England or New York as the case may be, it will promptly appoint a substitute process agent and notify the Holders and the Depositary of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law. The Depositary irrevocably appoints The Bank of New York, London Branch (Attention: The Manager), of 48th Floor, One Canada Xxxxxx, Xxxxxx X00 0XX as its agent in England to receive service of process on any suit or Proceedings in England based on any of the arbitrators provided GDRs. If for any reason the Depositary does not have such an agent in England, it will promptly appoint a substitute process agent and notify the Rules, statute or otherwise, Holders of such appointment. Nothing herein shall affect the arbitrators shall have power at right to serve process in any time, following other manner permitted by law. 18.9 Notwithstanding that the written request (with reasons) of any party at any time, and after due consideration of any written and/or oral response(s) Conditions are expressed to such request made within such time periods as the arbitrators shall determine, to make an award in favour of the claimant(s) (or the respondent(s) if a counterclaim) in respect of any claims (or counterclaims) if it appears be subject to the arbitrators that there is no reasonably arguable defence to those claims (or counterclaims)detailed provisions of this Agreement, either at all or except this Clause 18 shall be effective as to between the amount of any damages or other sum to be awarded. 29.12 The Depositary and the Holders agree that in no circumstances will they request Company only and shall not affect the arbitrators to, application of Condition 28.4 as between the Depositary and the arbitrators shall have no authority to, exercise any power to award damages which are not calculated by reference to the party's actual costs or to award any loss of profit whatsoever or any consequential, special or punitive damagesa Holder.

ARBITRATION AND SUBMISSION. 29.1 30.1 Notwithstanding any other provision of these Conditions, the Depositary agrees that each Holder may elect, by notice in writing to the Depositary issued no later than the filing of a defence in any Proceedings, that the Dispute be resolved by arbitration and not litigation. In such case, the Dispute shall be referred to arbitration under the Rules of the London Court of International Arbitration (the "Rules") and finally resolved by arbitration under the Rules which Rules are deemed to be incorporated by reference into this Condition. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 29.2 30.2 If any Holder elects arbitration proceedings in accordance with Condition 29.130.1, the Depositary and the Holders agree that: (a) the The number of arbitrators shall be three, appointed by the London Court of International Arbitration in accordance with its Rules; (b) the The place of the arbitration shall be London; (c) the The language to be used in the arbitration proceedings shall be English; and (d) the The decision and award of the arbitration shall be final and binding on the parties from the day it is made. 29.3 30.3 The governing law of this arbitration agreement shall be the substantive law of England, excluding conflict of law rules. 29.4 30.4 If Proceedings have been initiated by the Depositary in a court of competent jurisdiction at the time that any Holder elects to submit the matter to arbitration in accordance with Condition 29.130.1, then the Depositary agrees that it shall discontinue such Proceedings without delay unless the Holder is deemed to have waived such right by substantially participating in the Proceedings without having raised its right under this Condition. 29.5 30.5 If any Dispute raises issues which are substantially the same as or connected with issues raised in a Dispute which has already been referred to arbitration (an "Existing Dispute"), or arises out of substantially the same facts as are the subject of an Existing Dispute, or a dispute, controversy or claim, arising out of or in connection with the Deposit Agreement or the Deed Poll, whether in tort, contract, statute or otherwise, including any question regarding their existence, validity, interpretation, breach or termination (in any such case a "Related Dispute" provided that such Related Dispute has been or is to be submitted to arbitration), the arbitrators appointed or to be appointed in respect of any such Existing Dispute shall also be appointed as the arbitrators in respect of any Related Dispute, save where the arbitrators consider such appointment to be inappropriate. 29.6 30.6 The arbitrators, upon the request of one of the parties to a Dispute or Related Dispute or a Holder or the Depositary which itself wishes to be joined in any reference to arbitration proceedings in relation to a Dispute or Related Dispute, may join any Holder or any party to the Deposit Agreement, these Conditions or the Deed Poll to any reference to arbitration proceedings in relation to that Dispute or Related Dispute and may make a single, final award determining all Disputes and Related Disputes between them. Each of the Holders and the Depositary hereby consents to be joined to any reference to arbitration proceedings in relation to any dispute at the request of a party to that Dispute or Related Dispute, and to accept joinder of any party requesting to be joined in accordance with this Condition 29.630.6. 29.7 30.7 Where, pursuant to the above provisions, the same arbitrators have been appointed in relation to an Existing Dispute and one or more Related Disputes, the arbitrators may, with the agreement of all the parties concerned or upon the application of one of the parties, being a party to each of the Disputes, order that the whole or part of the matters at issue shall be heard together upon such terms or conditions as the arbitrators think fit. 29.8 30.8 The arbitrators shall have power to make such directions and any provisional, interim or partial awards as they consider just and desirable. 29.9 30.9 Nothing in these dispute resolution provisions shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. 29.10 30.10 The parties hereby agree to waive any right of appeal to any court of law or other judicial authority in so far insofar as such waiver may be validly made. 29.11 30.11 Without prejudice to the powers of the arbitrators provided in the Rules, statute or otherwise, the arbitrators shall have power at any time, following the written request (with reasons) of any party at any time, and after due consideration of any written and/or oral response(s) to such request made within such time periods as the arbitrators shall determine, to make an award in favour of the claimant(s) (or the respondent(s) if a counterclaim) in respect of any claims (or counterclaims) if it appears to the arbitrators that there is no reasonably arguable defence to those claims (or counterclaims), either at all or except as to the amount of any damages or other sum to be awarded. 29.12 30.12 The Depositary and the Holders agree that in no circumstances will they request the arbitrators to, and the arbitrators shall have no authority to, exercise any power to award damages which are not calculated by reference to the party's actual costs or to award any loss of profit whatsoever or any consequential, special or punitive damages.