Common use of Shareholder Rights Plan Clause in Contracts

Shareholder Rights Plan. 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 “Rights Agreement”), by and between the Issuer and The Bank of New York, as Rights Agent (the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the Issuer’s Shares shall be entitled to certain rights (the “Rights”). 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 Xxxxx.xxx 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. Xxxxx.xxx 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. 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. 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 “Rights Record Date”) 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’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 “Exercise Consideration”), and (ii) to issue and deliver Receipts to the Owners upon the Depositary’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’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. 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. 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’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. 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. 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.

Shareholder Rights Plan. (a) 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 “Rights Agreement”), by and between the Issuer and The Bank of New York, as Rights Agent rights agent (in its capacity as rights agent, the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the Issuer’s Shares shall be entitled to certain rights (the “Rights”). The Rights Agreement, the terms of which are hereby incorporated herein by reference, Agreement 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 . (b) Initially, the Rights will attach to all Shares outstanding as of the Rights Agreement is close of business on file at the principal executive offices of Xxxxx.xxx InternationalDecember 3, Ltd. Under certain circumstances2007, as set forth in the Rights Agreement, such and no separate certificates for Rights will be evidenced by distributed. The Rights will separate certificates and will no longer be evidenced by from the Ordinary Share certificates. Xxxxx.xxx International, Ltd. will mail to the holder of this Receipt a copy of the Rights Agreement as in effect Shares 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. 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 Distribution Date (as defined in the Rights Agreement). Until the distribution of the Right Certificates (or earlier redemption or expiration of the Rights) the surrender for transfer of any Shares (which certificates for the Shares shall be deemed also to be Right Certificates) shall become null and void and also constitute the transfer of the Rights associated with the Shares. As of the Distribution Date, the Rights will no longer be transferable. evidenced solely by such Right Certificates. (c) 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 “Rights Record Date”) 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’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 “Exercise Consideration”), and (ii) to issue and deliver Receipts to the Owners upon the Depositary’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’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. . (d) 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. . (e) 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’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. . (f) 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. . (g) 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.

Shareholder Rights Plan. (a) 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 “Rights Agreement”), by and between the Issuer and The Bank of New York, as Rights Agent rights agent (in its capacity as rights agent, the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the Issuer’s Shares shall be entitled to certain rights (the “Rights”). The Rights Agreement, the terms of which are hereby incorporated herein by reference, Agreement 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 . (b) Initially, the Rights will attach to all Shares outstanding as of the Rights Agreement is close of business on file at the principal executive offices of Xxxxx.xxx InternationalDecember 3, Ltd. Under certain circumstances2007, as set forth in the Rights Agreement, such and no separate certificates for Rights will be evidenced by distributed. The Rights will separate certificates and will no longer be evidenced by from the Ordinary Share certificates. Xxxxx.xxx International, Ltd. will mail to the holder of this Receipt a copy of the Rights Agreement as in effect Shares 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. 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 Distribution Date (as defined in the Rights Agreement). Until the distribution of the Right Certificates (or earlier redemption or expiration of the Rights) the surrender for transfer of any Shares (which certificates for the Shares shall be deemed also to be Right Certificates) shall become null and void and also constitute the transfer of the Rights associated with the Shares. As of the Distribution Date, the Rights will no longer be transferable. evidenced solely by such Right Certificates. (c) Upon the earlier of receipt of the notice of the occurrence of the Distribution Date from the the (i) Rights Agent, or (ii) Issuer, the Depositary shall set a record date (the “Rights Record Date”) 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’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 “Exercise Consideration”), and (ii) to issue and deliver Receipts to the Owners upon the Depositary’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’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. . (d) 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. . (e) 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’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. . (f) 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. . (g) 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.

Shareholder Rights Plan. (a) The Issuer Company has adopted a shareholder rights plan pursuant to a Rights Agreement made and entered into as of November 23January 14, 2007 2019, as amended form from time to time (the “”Rights Agreement”), by and between the Issuer Company and The Bank of New YorkYork Mellon, as Rights Agent (the “”Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the Issuer’s Shares shall be entitled to certain rights (the “”Rights”). 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 from the Company one fully paid and nonassessable Shareone-thousandth of a share of Series A Junior Participating Cumulative Preferred Shares, U.S. $0.01 par value $0.001 per share, of the Issuer Company (the “Preferred Shares”) at a purchase price of U.S. $700.00 200 per one one-thousandth of a Preferred Share (the “Exercise Price”), subject to adjustment, 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 Xxxxx.xxx International, Ltd. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Person or any Affiliate of an Acquiring Person (as each such Rights will be evidenced by separate certificates and will no longer be evidenced by the Ordinary Share certificates. Xxxxx.xxx 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. As described term is defined in the Rights Agreement, and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by certain subsequent holders, may become null and void. (b) Initially, the Rights which are owned bywill attach to all Shares outstanding as of the close of business on January 14, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof 2019 (the “Record Date”), and no separate certificates for Rights will be distributed. The Rights will separate from the Shares on the Distribution Date (as defined in the Rights Agreement). Until the distribution of the Right Certificates (or earlier redemption or expiration of the Rights) the surrender for transfer of any Shares (which certificates for the Shares shall be deemed also to be Rights Certificates) shall become null and void and also constitute the transfer of the Rights associated with the Shares. As of the Distribution Date, the Rights will no longer be transferable. evidenced solely by such Right Certificates. (c) Upon the earlier of receipt of the notice of the occurrence of the Distribution Date from the (i) Rights Agent, or (ii) Issuerthe Company, the Depositary shall set a record date (the “Rights Record Date”) 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 Pursuant to Section 4.4(b) hereof, the Depositary shall establish, in its reasonable discretion, the timing and procedures to (i) distribute a notice the (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’s Receipts American Depositary Shares 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 “Exercise Consideration”), and (ii) deliver or cause to issue and deliver Receipts be delivered to the Owners upon the Depositary’s receipt from the Owners of a validly executed Rights Exercise Notice upon full payment order of the Exercise Consideration and upon receipt by Owner the Custodian of Preferred Shares or receipts representing interests in such Preferred Shares or other securities to be delivered pursuant to the appropriate number of SharesRights Agreement. Nothing herein shall obligate the Depositary to make available to the Owners a method to exercise rights to subscribe for Shares the Preferred Shares. (other than to receive Receipts upon the Depositary’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. d) The Depositary shall have no duty to distribute solicitation or informational materials to Owners except upon instruction by the Issuer Company 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 Company 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. it. (e) If the amount of the Exercise Consideration Price 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 allocatedtaxes, the Depositary shall not be required to advance the amount of any such deficiency and may reduce the amount of such Owner’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. . (f) Notwithstanding anything to the contrary in this Section 4.54.12, the Depositary shall not distribute the Exercise Notices to the Owners unless (i) the Depositary has received written notification from the Issuer Company (x) that (i) a registration statement under the Securities Act of 1933 or any other applicable law has been filed with respect to the Receipts that represent underlying Preferred Shares to be purchased upon exercise of the Rights (or any other applicable law) and has become effective and, (ii) (Xy) if applicable, that a when the registration statement for the Shares securities purchasable upon exercise of the Rights represented by the Receipts depositary receipts has been declared effective, or (Yii) there is delivered to the Depositary receives an opinion of counsel for the Issuer Company 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 securities purchasable upon exercise of the Rights are exempt from, or does do not require registration under, the provisions of the Securities Act of 1933 or any other applicable laws. The forgoing description of . (g) There can be no assurance that Owners generally, or any Owner in particular, will be given the opportunity to receive or exercise Rights Agreement does not purport to be complete in the same manner and is qualified in its entirety by reference pursuant to the Rights Agreement. A current copy same process as the holders 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 writingShares.

Shareholder Rights Plan. The Issuer Company has adopted a shareholder rights plan pursuant to a Rights Agreement made and entered into as of November 23January 14, 2007 2019, as amended form from time to time (the “”Rights Agreement”), by and between the Issuer Company and The Bank of New YorkYork Mellon, as Rights Agent (the “”Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the Issuer’s Shares shall be entitled to certain rights (the “”Rights”). 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 from the Company one fully paid and nonassessable Shareone-thousandth of a share of Series A Junior Participating Cumulative Preferred Shares, U.S. $0.01 par value $0.001 per share, of the Issuer Company (the “Preferred Shares”) at a purchase price of U.S. $700.00 200 per one one-thousandth of a Preferred Share (the “Exercise Price”), subject to adjustment, 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 Xxxxx.xxx International, Ltd. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Person or any Affiliate of an Acquiring Person (as each such Rights will be evidenced by separate certificates and will no longer be evidenced by the Ordinary Share certificates. Xxxxx.xxx 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. As described term is defined in the Rights Agreement, Rights which are owned byand generally relating to the ownership or purchase of large shareholdings), transferred to whether currently held by or have been owned on behalf of such Person or Affiliate or by Acquiring Persons or Associates or Affiliates thereof (as defined in the Rights Agreement) shall certain subsequent holders, may become null and void and will no longer be transferablevoid. Upon the earlier of receipt of the notice of the occurrence of the Distribution Date from the (i) Rights Agent, or (ii) Issuerthe Company, the Depositary shall set a record date (the “Rights Record Date”) 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 Pursuant to Section 4.4(b) of the Deposit Agreement, the Depositary shall establish, in its reasonable discretion, the timing and procedures to (i) distribute a notice the (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’s Receipts American Depositary Shares 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 “Exercise Consideration”), and (ii) deliver or cause to issue and deliver Receipts be delivered to the Owners upon the Depositary’s receipt from the Owners of a validly executed Rights Exercise Notice upon full payment order of the Exercise Consideration and upon receipt by Owner the Custodian of Preferred Shares or receipts representing interests in such Preferred Shares or other securities to be delivered pursuant to the appropriate number of SharesRights Agreement. 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’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 CustodianPreferred Shares. The Depositary shall have no duty to distribute solicitation or informational materials to Owners except upon instruction by the Issuer Company 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 Company 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 Issuerit. If the amount of the Exercise Consideration Price 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 allocatedtaxes, the Depositary shall not be required to advance the amount of any such deficiency and may reduce the amount of such Owner’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. Notwithstanding anything to the contrary in this Section 4.54.12 of the Deposit Agreement, the Depositary shall not distribute the Exercise Notices to the Owners unless (i) the Depositary has received written notification from the Issuer Company (x) that (i) a registration statement under the Securities Act of 1933 or any other applicable law has been filed with respect to the Receipts that represent underlying Preferred Shares to be purchased upon exercise of the Rights (or any other applicable law) and has become effective and, (ii) (Xy) if applicable, that a when the registration statement for the Shares securities purchasable upon exercise of the Rights represented by the Receipts depositary receipts has been declared effective, or (Yii) there is delivered to the Depositary receives an opinion of counsel for the Issuer Company 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 securities purchasable upon exercise of the Rights is exempt from, or does not require registration under, the provisions of the Securities Act of 1933 or any other applicable laws. 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 Company to any Owner without charge, within five (5) business days following receipt by the Issuer Company of a written request therefor in writing.

Shareholder Rights Plan. (a) The Issuer Company has adopted a shareholder rights plan pursuant to a Rights Agreement made and entered into as of November 23August 22, 2007 2011, (as amended form time to time (time, the “Rights Agreement”), by and between the Issuer Company and The Bank of New YorkYork Mellon, as Rights Agent rights agent (in its capacity as rights agent, the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the IssuerCompany’s Shares shall be entitled to certain rights (the “Rights”). The Rights Agreement, the terms of which are hereby incorporated herein by reference, Agreement provides that the Rights, when exercisable, will entitle the holder to purchase one fully paid and nonassessable Share, U.S. $0.01 no par value of the Issuer Company at a purchase price of U.S. $700.00 US$20.00 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 . (b) Initially, the Rights will attach to all Shares outstanding as of the Rights Agreement is close of business on file at the principal executive offices of Xxxxx.xxx InternationalAugust 26, Ltd. Under certain circumstances, as set forth in the Rights Agreement, such 2011 and no separate certificates for Rights will be evidenced by distributed. The Rights will separate certificates and will no longer be evidenced by from the Ordinary Share certificates. Xxxxx.xxx International, Ltd. will mail to the holder of this Receipt a copy of the Rights Agreement as in effect Shares 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. 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 Distribution Date (as defined in the Rights Agreement). Until the distribution of the Right Certificates (or earlier redemption or expiration of the Rights) the surrender for transfer of any Shares (which certificates for the Shares shall be deemed also to be Right Certificates) shall become null and void and also constitute the transfer of the Rights associated with the Shares. As of the Distribution Date, the Rights will no longer be transferable. evidenced solely by such Right Certificates. (c) Upon the earlier of receipt of the notice of the occurrence of the Distribution Date from the (i) Rights Agent, or (ii) IssuerCompany, the Depositary shall set a record date (the “Rights Record Date”) 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’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 5.95.09, 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 “Exercise Consideration”), and (ii) to issue and deliver Receipts to the Owners upon the Depositary’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’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. . (d) The Depositary shall have no duty to distribute solicitation or informational materials to Owners except upon instruction by the Issuer Company 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 Company 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. Company. (e) 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’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. . (f) Notwithstanding anything to the contrary in this Section 4.54.05, the Depositary shall not distribute the Rights Exercise Notices to the Owners unless the Depositary has received written notification from the Issuer Company 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 Company 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. . (g) 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 Company to any Owner without charge, within five (5) business days following receipt by the Issuer Company of a written request therefor in writing.

Shareholder Rights Plan. (a) The Issuer has adopted a shareholder rights plan pursuant to a Rights Agreement made and entered into as of November 23January 8, 2007 2009, as amended form from time to time (the “Rights Agreement”), by and between the Issuer and The Bank of New YorkYork Mellon, as Rights Agent rights agent (in its capacity as rights agent, the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the Issuer’s Shares shall be entitled to certain rights (the “Rights”). 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, par value of U.S. $0.01 par value per Share, of the Issuer at a purchase price of U.S. $700.00 14.50 per Share, subject to adjustmentper Share established by the Issuer from time to time, in accordance with the Rights Agreement, 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 . (b) Initially, the Rights will attach to all Shares outstanding as of the Rights Agreement is close of business on file at the principal executive offices of Xxxxx.xxx InternationalJanuary 22, Ltd. Under certain circumstances, as set forth in the Rights Agreement, such 2009 and no separate certificates for Rights will be evidenced by separate certificates and will no longer be evidenced by the Ordinary Share certificatesdistributed. Xxxxx.xxx InternationalSubject to certain exceptions, Ltd. will mail to the holder of this Receipt a copy of the Rights Agreement as in effect will separate from the Shares 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. 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 Distribution Date (as defined in the Rights Agreement). Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights) the surrender for transfer of any Shares (which certificates for the Shares shall be deemed also to be Right Certificates) shall become null and void and also constitute the transfer of the Rights associated with the Shares. As of the Distribution Date, the Rights will no longer be transferable. evidenced solely by such Right Certificates. (c) 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 “Rights Record Date”) 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’s Receipts American Depositary Shares 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 “Exercise Consideration”), and (ii) to issue and deliver Receipts American Depositary Shares to the Owners upon the Depositary’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 American Depositary Shares upon the Depositary’s exercise of the Rights on the instructions of such Owner). The Depositary will issue Receipts American Depositary Shares in certificated or uncertificated form as instructed by the Owners evidencing new ADSs American Depositary Shares to be received pursuant to the exercise of Rights as soon as practicable after receipt of the underlying Ordinary Shares by the Custodian. . (d) 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. . (e) If the amount of the Exercise Consideration is insufficient to pay the amount of the subscription price plus ADS American Depositary Share 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’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. . (f) Notwithstanding anything to the contrary in this Section 4.5, the Depositary shall not distribute the Rights 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. . (g) 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.

Shareholder Rights Plan. (a) The Issuer Company has adopted a shareholder rights plan pursuant to a Rights Agreement made between ChinaEdu Corporation and entered into The Bank of New York Mellon, as Rights Agent, dated as of November 23September 17, 2007 2013, as amended form the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), by and between the Issuer and The Bank of New York, as Rights Agent (the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the Issuer’s Ordinary Shares shall be entitled to certain rights (the “Rights”). 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 Ordinary Share of the Issuer Company at a purchase price of U.S. $700.00 US$20.00 per Share Ordinary Share, subject to adjustment, 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 Xxxxx.xxx International, Ltd. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced owned by separate certificates and will no longer be evidenced by the Ordinary Share certificates. Xxxxx.xxx 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. As described in the Rights Agreement, Rights which are owned by, or transferred to any Person who is, was or have been owned by becomes an Acquiring Persons or Associates or Affiliates thereof Person (as defined in the Rights Agreement) shall and certain transferees thereof will become null and void and will no longer be transferable. (b) The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferable only in connection with the transfer of Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), the transfer of Shares outstanding will also constitute the transfer of the Rights associated with the Shares so transferred. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Shares and Owners and Holders of ADSs as of the close of business on the (c) Upon the earlier of receipt of the notice of the occurrence of the Distribution Date from the (i) Rights Agent, or (ii) Issuerthe Company, the Depositary shall set a record date (the “Rights Record Date”) in accordance with the terms of this Deposit Agreement for the determination of the Owners and Holders 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’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 “Exercise Consideration”), and (ii) to issue and deliver Receipts to the Owners upon the Depositary’s receipt from the Owners of a validly executed Rights Exercise Notice and upon full payment of the Exercise Consideration and upon receipt by the Custodian of the appropriate number of SharesConsideration. Nothing herein shall obligate the Depositary to make available to the Owners a method to exercise rights to subscribe for Shares (other rather than to receive Receipts upon the Depositary’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. The Depositary shall have no duty to distribute solicitation or informational materials to Owners except upon instruction by the Issuer or the Rights Agent. . (d) 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 AgentCompany, the Depositary shall not be responsible for the content of any such materials provided to it by the Rights Agent or the Issuer. Company. (e) 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’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. . (f) Notwithstanding anything to the contrary in this Section 4.54.05, the Depositary shall not distribute the Exercise Notices to the Owners unless the Depositary has received written notification from the Issuer Company 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 Company 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. . (g) The forgoing foregoing 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 After receipt of a written request therefor from a Holder, the Company will mail to such Holder a 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.

Shareholder Rights Plan. 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 from time to time (the “Rights Agreement”), by and between the Issuer and The Bank of New York, as Rights Agent (the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the Issuer’s Shares shall be entitled to certain rights (the “Rights”). 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 Xxxxx.xxx 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. Xxxxx.xxx 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. 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. 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 “Rights Record Date”) 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’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 “Exercise Consideration”), and (ii) to issue and deliver Receipts to the Owners upon the Depositary’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’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. 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. 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’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. 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. 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.

Shareholder Rights Plan. (a) The Issuer Company has adopted a shareholder rights plan pursuant to a Rights Agreement made and entered into as of _________________,November 2321, 2007 as amended form time to time 2008 (the “Rights Agreement”), by and between the Issuer Company and The Bank of New YorkYork Mellon, as Rights Agent rights agent (in its capacity as rights agent, the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the IssuerCompany’s Shares shall be entitled to certain rights (the “Rights”). The Rights Agreement, the terms of which are hereby incorporated herein by reference, Agreement provides that the Rights, when exercisable, will entitle the holder to purchase one fully paid and nonassessable Share, U.S. $0.01 0.00001 par value of the Issuer Company at a purchase price of U.S. $700.00 ___________$1.86 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 . (b) Initially, the Rights will attach to all Shares outstanding as of the Rights Agreement is close of business on file at the principal executive offices of Xxxxx.xxx International______________,November 21, Ltd. Under certain circumstances, as set forth in the Rights Agreement, such 2008 and no separate certificates for Rights will be evidenced by distributed. The Rights will separate certificates and will no longer be evidenced by from the Ordinary Share certificates. Xxxxx.xxx International, Ltd. will mail to the holder of this Receipt a copy of the Rights Agreement as in effect Shares 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. 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 Distribution Date (as defined in the Rights Agreement). Until the distribution of the Right Certificates (or earlier redemption or expiration of the Rights) the surrender for transfer of any Shares (which certificates for the Shares shall be deemed also to be Right Certificates) shall become null and void and also constitute the transfer of the Rights associated with the Shares. As of the Distribution Date, the Rights will no longer be transferable. evidenced solely by such Right Certificates. (c) Upon the earlier of receipt of the notice of the occurrence of the Distribution Date from the (i) Rights Agent, or (ii) IssuerCompany, the Depositary shall set a record date (the “Rights Record Date”) 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’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 “Exercise Consideration”), and (ii) to issue and deliver Receipts to the Owners upon the Depositary’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’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. . (d) The Depositary shall have no duty to distribute solicitation or informational materials to Owners except upon instruction by the Issuer Company 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 Company 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. Company. (e) 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’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. . (f) 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 Company 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 Company 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. . (g) 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 Company to any Owner without charge, within five (5) business days following receipt by the Issuer Company of a written request therefor in writing.

Shareholder Rights Plan. The Issuer Company has adopted a shareholder rights plan pursuant to a Rights Agreement made between ChinaEdu Corporation and entered into The Bank of New York Mellon, as Rights Agent, dated as of November 23September 17, 2007 2013, as amended form the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), by and between the Issuer and The Bank of New York, as Rights Agent (the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the Issuer’s Ordinary Shares shall be entitled to certain rights (the “Rights”). 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 Ordinary Share of the Issuer ChinaEdu Corporation at a purchase price of U.S. $700.00 US$20.00 per Share Ordinary Share, subject to adjustment, 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 Xxxxx.xxx 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. Xxxxx.xxx International, Ltd. ChinaEdu Corporation 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 Under certain circumstances, as set forth in Section 4.5 of the Deposit Agreement. As described in the Rights Agreement, Rights which are owned by, by or transferred to any Person who is, was or have been owned by becomes an Acquiring Persons or Associates or Affiliates thereof Person (as defined in the Rights Agreement) shall and certain transferees thereof will become null and void and will no longer be transferable. Upon the earlier of receipt of the notice of the occurrence of the Distribution Date from the (i) Rights Agent, or (ii) IssuerCompany, the Depositary shall set a record date (the “Rights Record Date”) in accordance with the terms of this the 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’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 5.95.9 of the Deposit Agreement, 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 “Exercise Consideration”), and (ii) to issue and deliver Receipts to the Owners upon the Depositary’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’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 American Depository Shares to be received pursuant to the exercise of Rights as soon as practicable after receipt of the underlying Ordinary Shares by the Custodian. The Depositary shall have no duty to distribute solicitation or informational materials to Owners except upon instruction by the Issuer Company 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 Company 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 IssuerCompany. If the amount of the Exercise Consideration is insufficient to pay the amount of the subscription price plus ADS American Depository Shares 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’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. Notwithstanding anything to the contrary in this Section 4.5Article 14, the Depositary shall not distribute the Exercise Notices to the Owners unless the Depositary has received written notification from the Issuer Company 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 Company 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. The forgoing foregoing 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 The Company will mail to the holder of this Receipt a copy of the Rights Agreement will be mailed by the Issuer to any Owner without charge, within five (5) business days following charge after receipt by the Issuer of a written request therefor in writingtherefor.

Shareholder Rights Plan. (a) The Issuer has adopted a shareholder rights plan pursuant to a Rights Agreement made and entered into as of November 23January 8, 2007 2009, as amended form from time to time (the “Rights Agreement”), by and between the Issuer and The Bank of New YorkYork Mellon, as Rights Agent rights agent (in its capacity as rights agent, the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the Issuer’s Shares shall be entitled to certain rights (the “Rights”). 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, par value of U.S. $0.01 par value per Share, of the Issuer at a purchase price of U.S. $700.00 per Share established by the Issuer from time to time, in accordance with the Rights Agreement, 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 . (b) Initially, the Rights will attach to all Shares outstanding as of the Rights Agreement is close of business on file at the principal executive offices of Xxxxx.xxx InternationalJanuary 22, Ltd. Under certain circumstances, as set forth in the Rights Agreement, such 2009 and no separate certificates for Rights will be evidenced by separate certificates and will no longer be evidenced by the Ordinary Share certificatesdistributed. Xxxxx.xxx InternationalSubject to certain exceptions, Ltd. will mail to the holder of this Receipt a copy of the Rights Agreement as in effect will separate from the Shares 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. 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 Distribution Date (as defined in the Rights Agreement). Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights) the surrender for transfer of any Shares (which certificates for the Shares shall be deemed also to be Right Certificates) shall become null and void and also constitute the transfer of the Rights associated with the Shares. As of the Distribution Date, the Rights will no longer be transferable. evidenced solely by such Right Certificates. (c) 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 “Rights Record Date”) 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’s Receipts American Depositary Shares 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 “Exercise Consideration”), and (ii) to issue and deliver Receipts American Depositary Shares to the Owners upon the Depositary’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 American Depositary Shares upon the Depositary’s exercise of the Rights on the instructions of such Owner). The Depositary will issue Receipts American Depositary Shares in certificated or uncertificated form as instructed by the Owners evidencing new ADSs American Depositary Shares to be received pursuant to the exercise of Rights as soon as practicable after receipt of the underlying Ordinary Shares by the Custodian. . (d) 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. . (e) If the amount of the Exercise Consideration is insufficient to pay the amount of the subscription price plus ADS American Depositary Share 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’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. . (f) Notwithstanding anything to the contrary in this Section 4.5, the Depositary shall not distribute the Rights 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. . (g) 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.

Shareholder Rights Plan. (a) The Issuer has adopted a shareholder rights plan pursuant to a Rights Agreement made and entered into as of November 23January 8, 2007 2009, as amended form from time to time (the “Rights Agreement”), by and between the Issuer and The Bank of New YorkYork Mellon, as Rights Agent rights agent (in its capacity as rights agent, the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the Issuer’s Shares shall be entitled to certain rights (the “Rights”). 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, par value of U.S. $0.01 par value per Share, of the Issuer at a purchase price of U.S. $700.00 14.50 per Share Share, subject to adjustment, 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 . (b) Initially, the Rights will attach to all Shares outstanding as of the Rights Agreement is close of business on file at the principal executive offices of Xxxxx.xxx InternationalJanuary 22, Ltd. Under certain circumstances, as set forth in the Rights Agreement, such 2009 and no separate certificates for Rights will be evidenced by separate certificates and will no longer be evidenced by the Ordinary Share certificatesdistributed. Xxxxx.xxx InternationalSubject to certain exceptions, Ltd. will mail to the holder of this Receipt a copy of the Rights Agreement as in effect will separate from the Shares 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. 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 Distribution Date (as defined in the Rights Agreement). Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights) the surrender for transfer of any Shares (which certificates for the Shares shall be deemed also to be Right Certificates) shall become null and void and also constitute the transfer of the Rights associated with the Shares. As of the Distribution Date, the Rights will no longer be transferable. evidenced solely by such Right Certificates. (c) 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 “Rights Record Date”) 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’s Receipts American Depositary Shares 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 “Exercise Consideration”), and (ii) to issue and deliver Receipts American Depositary Shares to the Owners upon the Depositary’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 American Depositary Shares upon the Depositary’s exercise of the Rights on the instructions of such Owner). The Depositary will issue Receipts American Depositary Shares in certificated or uncertificated form as instructed by the Owners evidencing new ADSs American Depositary Shares to be received pursuant to the exercise of Rights as soon as practicable after receipt of the underlying Ordinary Shares by the Custodian. . (d) 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. . (e) If the amount of the Exercise Consideration is insufficient to pay the amount of the subscription price plus ADS American Depositary Share 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’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. . (f) Notwithstanding anything to the contrary in this Section 4.5, the Depositary shall not distribute the Rights 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. . (g) 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.

Shareholder Rights Plan. The Issuer Company has adopted a shareholder rights plan pursuant to a Rights Agreement made and entered into as of November 23January 8, 2007 2009, as amended form from time to time (the “Rights Agreement”), by and between the Issuer Company and The Bank of New YorkYork Mellon, as Rights Agent (in its capacity as rights agent, the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the IssuerCompany’s Shares shall be entitled to certain rights (the “Rights”). 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, par value of U.S. $0.01 par value per Share, of the Issuer Company at a purchase price of U.S. $700.00 14.50 per Share, subject to adjustmentper Share established by the Company from time to time in accordance with the Rights Agreement, 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 Xxxxx.xxx International, Ltd. The9 Limited. 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. Xxxxx.xxx International, Ltd. The9 Limited 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. 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. 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 “Rights Record Date”) 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’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 “Exercise Consideration”), and (ii) to issue and deliver Receipts to the Owners upon the Depositary’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’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. 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. 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’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. 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. 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.no

Shareholder Rights Plan. The Issuer Company has adopted a shareholder rights plan pursuant to a Rights Agreement made and entered into as of November 23January 8, 2007 2009, as amended form from time to time (the “Rights Agreement”), by and between the Issuer Company and The Bank of New YorkYork Mellon, as Rights Agent (in its capacity as rights agent, the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the IssuerCompany’s Shares shall be entitled to certain rights (the “Rights”). 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, par value of U.S. $0.01 par value per Share, of the Issuer Company at a purchase price of U.S. $700.00 14.50 per Share Share, subject to adjustment, 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 Xxxxx.xxx International, Ltd. The9 Limited. 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. Xxxxx.xxx International, Ltd. The9 Limited 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. 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. 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 “Rights Record Date”) 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’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 “Exercise Consideration”), and (ii) to issue and deliver Receipts to the Owners upon the Depositary’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’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. 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. 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’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. 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. 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.no

Shareholder Rights Plan. The Issuer Company has adopted a shareholder rights plan pursuant to a Rights Agreement made and entered into as of ________________,November 2321, 2007 2008 as amended form from time to time (the “Rights Agreement”), by and between the Issuer Company and The Bank of New YorkYork Mellon, as Rights Agent (the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the IssuerCompany’s Shares shall be entitled to certain rights (the “Rights”). 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 0.0001 par value of the Issuer Company at a purchase price of U.S. $700.00 ___________$1.86 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 Xxxxx.xxx International, Ltd. Under Xxxxx Solar Limited 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. Xxxxx.xxx International, Ltd. Xxxxx Solar Limited 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. 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. Upon the earlier of receipt of the notice of the occurrence of the Distribution Date from the (i) Rights Agent, or (ii) IssuerCompany, the Depositary shall set a record date (the “Rights Record Date”) 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’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 5.95.9,5.9 of the Deposit Agreement, 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 “Exercise Consideration”), and (ii) to issue and deliver Receipts to the Owners upon the Depositary’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’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. The Depositary shall have no duty to distribute solicitation or informational materials to Owners except upon instruction by the Issuer Company 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 Company 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 IssuerCompany. 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’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. Notwithstanding anything to the contrary in this Section 4.5Article 15, the Depositary shall not distribute the Exercise Notices to the Owners unless the Depositary has received written notification from the Issuer Company 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 Company 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. 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 Company to any Owner without charge, within five (5) business days following receipt by the Issuer Company of a written request therefor in writing.

Shareholder Rights Plan. The Issuer Company has adopted a shareholder rights plan pursuant to a Rights Agreement made and entered into as of November 23January 8, 2007 2009, as amended form from time to time (the “Rights Agreement”), by and between the Issuer Company and The Bank of New YorkYork Mellon, as Rights Agent (in its capacity as rights agent, the “Rights Agent”). Pursuant to the terms of the Rights Agreement, each holder of the IssuerCompany’s Shares shall be entitled to certain rights (the “Rights”). 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, par value of U.S. $0.01 par value per Share, of the Issuer Company at a purchase price of U.S. $700.00 per Share established by the Company from time to time in accordance with the Rights Agreement, 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 Xxxxx.xxx International, Ltd. The9 Limited. 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. Xxxxx.xxx International, Ltd. The9 Limited 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. 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. 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 “Rights Record Date”) 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 (“Rights Exercise Notice”) to Owners to enable Owners to issue instructions to the Depositary whether to exercise the Rights attached to the Shares underlying such Owner’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 “Exercise Consideration”), and (ii) to issue and deliver Receipts to the Owners upon the Depositary’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’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. 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. 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’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. 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. 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.no