You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES<br />
American Depositary Shares<br />
Fees and Charges Payable by Holders of American Depositary Receipts<br />
The Bank of New York Mellon serves as the depositary for our American Depositary Shares<br />
(‘‘ADSs’’), evidenced by American Depositary Receipts (‘‘ADRs’’). Holders of ADRs are required to pay<br />
various fees and charges to the depositary.<br />
ADR holders are required to pay the depositary amounts in respect of expenses incurred by the<br />
depositary on behalf of ADR holders, including expenses arising from taxes or other governmental<br />
charges, cable, telex and facsimile transmission, or conversion of foreign currency into U.S. dollars.<br />
ADR holders are also required to pay additional fees for certain services provided by the depositary,<br />
as set forth in the table below:<br />
Depositary service Fee payable by ADR holders<br />
Execution and delivery of ADRs, including in Up to US$5.00 per 100 ADSs (or portion<br />
connection with share distributions thereof)<br />
Surrender of ADRs and withdrawal of shares Up to US$5.00 per 100 ADSs (or portion<br />
underlying ADSs thereof)<br />
Cash distributions other than distributions of Up to US$0.02 per 100 ADSs (or portion<br />
cash dividends thereof)<br />
Registration for the transfer of shares Registration or transfer fees that may from time<br />
to time be in effect<br />
In addition, holders are required to pay a fee for the distribution of proceeds from sales of securities<br />
or rights. Such fee (which may be deducted from such proceeds) will be in an amount equal to the lesser<br />
of (i) the fee for the issuance of ADRs referred to above which would have been charged if the securities<br />
were treated as deposited shares and (ii) the amount of such proceeds.<br />
The Depositary collects fees for delivery and surrender of ADRs directly from investors depositing<br />
shares or surrendering ADRs for the purpose of withdrawal or from intermediaries acting for them. The<br />
depositary may seek payment of fees and charges in connection with distributions by deducting relevant<br />
amounts from cash dividends or other cash distributions to holders.<br />
Direct and Indirect Payments by the Depositary to Us<br />
The depositary has agreed to reimburse us annually for certain expenses we incur in connection<br />
with the administration and maintenance of our ADR facility, including, but not limited to, investor<br />
relations expenses, the annual NYSE listing fees or any other program related expenses. The depositary<br />
has also agreed to waive certain depositary fees that would otherwise be payable by us, including its<br />
basic administration charge for the ADR facility and its fees for certain other services available to us or<br />
ADR holders, and to pay all its standard out-of-pocket administrative, maintenance and shareholder<br />
services expenses for providing services to ADR holders. The amount of expenses for which the<br />
depositary will reimburse us is subject to an annual cap agreed between us and the depositary. In fiscal<br />
2010, we received a payment of US$ 712,697 from the depositary as reimbursement for our expenses<br />
incurred in connection with the ADR facility in the period from August 2007 to July 2009.<br />
158
Change language