0001047469-04-034554 Sample Contracts

Deposit Agreement Dated as of November , 2004
Deposit Agreement • November 17th, 2004 • Ninetowns Digital World Trade Holdings LTD • Services-prepackaged software • New York

DEPOSIT AGREEMENT dated as of November , 2004 (the "Deposit Agreement") among NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED and its successors (the "Company"), JPMORGAN CHASE BANK, N.A. as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The parties hereto agree as follows:

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