WATCHDATA TECHNOLOGIES LTD. AMERICAN DEPOSITARY SHARES REPRESENTING AN AGGREGATE OF ORDINARY SHARES FORM OF UNDERWRITING AGREEMENT WITH DEUTSCHE BANK SECURITIES INC. DATED APRIL , 2005Underwriting Agreement • April 14th, 2005 • Watchdata Technologies Ltd. • Services-prepackaged software • New York
The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”) to be dated as of May , 2005 among the Company, Deutsche Bank Trust Company Americas, as Depositary (the “Depositary”), and the holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive Ordinary Shares deposited pursuant to the Deposit Agreement. The Shares in respect of the ADSs to be delivered on the Closing Date or the Additional Closing Date (each as hereinafter defined) are to be deposited with the Depositary prior to the Closing Date or the Additional Closing Date, as the case may be, against issuance of ADRs evidencing such ADSs.
