Common use of Exoneration Clause in Contracts

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the articles of association or similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. (a) The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur no liability to Holders or Beneficial Owners (iA) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, Cayman Islands, Hong Kong, the People’s Republic of China, or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (bii) assume no liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts , or omissions made by a successor depositary whether in connection with a previous act or omission the case of the Depositary or in connection with any matter arising wholly after only, the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryCompany. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. (a) The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur or assume no liability (iincluding, without limitation, to Holders or Beneficial Owners) (A) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United Kingdom, the United States or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provision, present Deposited Securities or future, of the articles of association or similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, Company or any offering or distribution thereof, any present or by reason future provision of the Articles, any act of God God, war, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, cyber, ransomware or war malware attack, computer failure or terrorism or other circumstances circumstance beyond its controldirect and immediate control shall prevent, the Depositary forbid or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of any Holder incur or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether information and/or, in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation case of the Depositary, provided that the Company, and/or in connection with the issue out case of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Company, the Depositary. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. (a) The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur or assume no liability (iincluding, without limitation, to Holders or Beneficial Owners) (A) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of any Holder incur or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether information and/or, in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation case of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryCompany. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States States, the Cayman Islands, The People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of bookany Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that (A) the Custodian has been determined by a final non-entry settlement appealable judgment of Deposited Securities a court of competent jurisdiction to have (i) committed fraud or otherwisewillful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located and (B) the Company or the Holders have incurred direct damages as a result of such act or omission to act on the part of the Custodian. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Cayman Island or People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any governmental or agency approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor Company, the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Neither the Depositary, the CompanyCustodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to Holders, their agents and each of them shall: (a) incur no liability Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the United Kingdom or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the articles of association Company's constituent documents or similar document of the Company, or by reason of any provision of or governing any securities issued or distributed by the Company, or any offering or distribution thereofDeposited Securities, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance exercise of, or delayfailure to exercise, caused as aforesaid, any discretion provided for in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done in the Company's constituent documents or performedprovisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by reason of any exercise or failure to exercise any discretion given it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement or this ADR; is lawful, (iv) for the inability of any by a Holder or beneficial holders of interests Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereofof this Deposit Agreement, made available to HoldersHolders of American Depositary Shares or (v) for any special, (b) assume no liability except to perform its obligations to consequential, indirect or punitive damages for any breach of the extent they are specifically set forth in terms of this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its controlling persons, its agents (including, without limitation, Agents), the Custodian and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction opinion or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofof this Deposit Agreement.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the British Virgin Islands, The People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of British Virgin Island or People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositarycircumstances. Neither the Depositary, the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism God, war, terrorism, nationalization or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Cayman Island or People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises JPMorgan Chase Bank, N.A., in its capacity as Depositary performed its obligations without negligence while it acted as Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States States, the Federative Republic of Brazil or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N. A. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Brazilian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred under certain circumstances. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Company Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such losses are due information is requested or required by or pursuant to the negligence any lawful authority, including without limitation laws, rules, regulations, administrative or bad faith judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule or regulation of the United States States, The Federative Republic of Brazil or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its controlcontrol (including, the Depositary without limitation, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions and computer failure) shall prevent, delay or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its Brazilian counsel in respect of any approval or license of the Brazilian government or any agency thereof required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule or regulation of the United States States, the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its controlcontrol shall prevent, the Depositary delay or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. (a) The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur no liability to Holders or Beneficial Owners (iA) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Federative Republic of Brazil or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (bii) assume no liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. The Neither the Depositary, the CompanyCustodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or shall incur any liability to Holders, their agents and each of them shall: (a) incur no liability Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, England and Wales or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the articles of association Company's constituent documents or similar document of the Company, or by reason of any provision of or governing any securities issued or distributed by the Company, or any offering or distribution thereofDeposited Securities, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance or delayexercise of, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise exercise, any discretion given it provided for in the Deposit Agreement or this ADR; in the Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the any inability of any by a Holder or beneficial holders of interests Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereofof the Deposit Agreement, made available to HoldersHolders of ADS or (v) for any special, (b) assume no liability except to perform its obligations to consequential, indirect or punitive damages for any breach of the extent they are specifically set forth in this ADR and terms of the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary otherwise. Every Holder and its agentsBeneficial Owner agrees to, be under no obligation to appear inand shall, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of indemnify the Depositary, provided that in connection the Company, the Custodian and each and every of their respective officers, directors, employees, agents (including, without limitation, Agents) and Affiliates against, and hold each of them harmless from, any claims with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depositoryrespect to taxes, clearing agency or settlement system in connection with or additions to tax (including applicable interest and penalties thereon) arising out of book-entry settlement any refund of Deposited Securities taxes, reduced rate of withholding at source or otherwiseother tax benefit obtained for or by such Holder and/or Beneficial Owner. The Depositary, its controlling persons, its agents (including, without limitation, Agents), any Custodian and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction opinion or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents the Custodian shall be liable for the failure by any Holder or Beneficial Owner to Holders obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesBeneficial Owner's income tax liability. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofof the Deposit Agreement.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law or law, regulation of the United States States, Hong Kong, the People’s Republic of China or any other country, or of any governmental or regulatory authority or stock exchange, the provisions of or by reason of governing any provisionDeposited Securities, present or future, of the articles of association or similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or God, war or terrorism or other circumstances circumstance beyond its controlcontrol shall prevent, the Depositary delay or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Amended and Restated Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it, or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Amended and Restated Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Amended and Restated Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Amended and Restated Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Amended and Restated Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. (a) The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur or assume no liability (iincluding, without limitation, to Holders or Beneficial Owners) (A) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Cayman Islands, Singapore, the Republic of China or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, cyber, ransomware or war malware attack, computer failure or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of any Holder incur or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether information and/or, in connection with a previous act or omission the case of the Depositary or in connection with any matter arising wholly after only, the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryCompany. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any share registrar, share transfer agent, securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. The Depositary, the Company, their agents and each of them their respective directors, officers, employees, agents and affiliates, and each of them, shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Cayman Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of the United States of America, the Cayman Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not when acting in good faith be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner of, or any other holder of an interest in, ADSs or ADRs to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s or other holder’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners of, or other holders of interests in, ADSs or ADRs on account of their ownership of the ADSs or ADRs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor Depositary, the Depositary Company, nor any of their respective agents shall be liable to Holders or beneficial owners of, or holders of interests in in, ADSs or ADRs for any indirect, special, punitive or consequential damagesdamages or lost profits, or any fees or expenses of counsel in connection therewith, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Cayman Island or People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such ▇▇▇▇▇▇’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositarycircumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Cayman Island or People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any voting instructions are given or deemed to be given in accordance with paragraph 12(b) hereof, including instructions to give a discretionary proxy to a person designated by the Company, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom the Depositary is instructed or deemed to have been instructed to grant a discretionary proxy pursuant to paragraph (12)(b) hereof, or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such H▇▇▇▇▇’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability to Holders or beneficial owners of ADSs (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Republic of India or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability to Holders or beneficial owners of ADSs except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable to Holders or beneficial owners of ADSs for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Indian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs or the transactions contemplated herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositarycircumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule or regulation of the United States States, The Federative Republic of Brazil or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its controlcontrol (including, the Depositary without limitation, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions and computer failure) shall prevent, delay or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its Brazilian counsel in respect of any approval or license of the Brazilian government or any agency thereof required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the t he Securities Act of 1933 is intended by any provision hereof.

Exoneration. (a) The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur no liability to Holders or beneficial owners of ADSs (iA) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, England, Wales or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's articles of association, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (bii) assume no liability to Holders or beneficial owners of ADSs except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable to Holders or beneficial owners of ADSs for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur or assume no liability (iincluding, without limitation, to Holders or Beneficial Owners) (A) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of Japan, Hong Kong, the United States or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, JASDEC, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, future provision of the articles Articles of association or similar document of the CompanyIncorporation, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, cyber, ransomware or war malware attack, computer failure or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRHDR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of any Holder incur or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to the extent they are specifically set forth in this ADR HDR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the HDSs or this ADRHDR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the HDSs or this ADRHDR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether information and/or, in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation case of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryCompany. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities or otherwise. The DepositaryJPMorgan Chase Bank, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. N.A. The Depositary and its agents will shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any failure error or delay in action, omission to carry out any instructions to vote any act, default or negligence on the part of the Deposited Securities, for the manner party so retained in which connection with any such vote is cast sale or for proposed sale. Notwithstanding anything to the effect of contrary contained in the Deposit Agreement (including the HDRs) and, subject to the further limitations set forth in this HDR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any such vote. The Depositary and its agents may own and deal in any class of securities act or omission to act on the part of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company Custodian except to the extent such losses are due to the negligence or bad faith that any Holder has incurred liability directly as a result of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders Custodian having (i) committed fraud or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.willful misconduct

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Federative Republic of Brazil or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N. A. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Brazilian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its Brazilian counsel in respect of any approval or license of the Brazilian government or any agency thereof required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule or regulation of the United States States, the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its controlcontrol shall prevent, the Depositary delay or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party parry or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the People’s Republic of China or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's constituent documents, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism God, war, terrorism, nationalization or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder or beneficial owner of an interest in an ADR, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the acts Company or omissions of any securities depositorythe Depositary, clearing agency or settlement system in connection with or arising out of book-entry settlement or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect venue of any such vote. The Depositary proceeding, and its agents may own and deal irrevocably submits to the exclusive jurisdiction of such courts in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence suit, action or bad faith of the Depositaryproceeding. Neither the Depositary, the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them their respective directors, officers, employees, agents and affiliates, and each of them, shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Cayman Islands, the ROC or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR; (d) in the case of the Company and its agents hereunder hereunder, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company and each of their respective agents may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs or ADRs about the requirements of the laws, rules or regulations or any changes therein or thereto of the United States of America, the Cayman Islands, the ROC or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not when acting in good faith be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents and/or affiliates, shall be liable for the failure by any Holder or beneficial owner of, or any other holder of an interest in, ADSs or ADRs to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s or other holder’s income tax liability. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents and/or affiliates, shall incur any liability for any tax consequences that may be incurred by Holders and beneficial owners of, or other holders of interests in, ADSs or ADRs on account of their ownership of the ADSs or ADRs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor Depositary, the Depositary Company, nor any of their respective agents shall be liable to Holders or beneficial owners of, or holders of interests in in, ADSs or ADRs for any indirect, special, punitive or consequential damagesdamages or lost profits, or any fees or expenses of counsel in connection therewith, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Neither the Depositary, the CompanyCustodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to Holders, their agents and each of them shall: (a) incur no liability Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the Kingdom of Denmark or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the articles of association Company's constituent documents or similar document of the Company, or by reason of any provision of or governing any securities issued or distributed by the Company, or any offering or distribution thereofDeposited Securities, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance exercise of, or delayfailure to exercise, caused as aforesaid, any discretion provided for in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done in the Company's constituent documents or performedprovisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by reason of any exercise or failure to exercise any discretion given it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement or this ADR; is lawful, (iv) for the inability of any by a Holder or beneficial holders of interests Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereofof this Deposit Agreement, made available to HoldersHolders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages (bcollectively, "Special Damages") assume no liability except to perform its obligations to for any breach of the extent they are specifically set forth in terms of this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its controlling persons, its agents (including, without limitation, Agents), the Custodian and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction opinion or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofof this Deposit Agreement.

Exoneration. The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (a) incur no liability to Holders or beneficial owners of ADSs (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, Japan or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability to Holders or beneficial owners of ADSs except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of the laws, rules or regulations or any changes therein or thereto of any country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership or disposition of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer provision of liability the Deposit Agreement or any ADR is intended to constitute a waiver or limitation of any rights which a Holder or any person or entity having a beneficial ownership interest in any ADSs may have under the Securities Act of 1933 is intended by any provision hereofor the Securities Exchange Act of 1934, to the extent applicable.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, regulation, decree, order or regulation other action of the United States States, Chile or any other country, or of any other governmental or regulatory authority or stock exchange(including any action that may constitute a breach by the Central Bank of its obligations under the Foreign Investment Contract), or by reason of any provision, present or future, of the articles Foreign Investment Contract or, in the case of association or similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or its agents, the estatutos of the Company or of the Deposited Securities, the provisions of or governing any Deposited Securities, act of God, war or other circumstance beyond its control shall be preventedprevent, delayed delay or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of Deposit Agreement, this Deposit Agreement ADR, the Foreign Investment Contract, the Company’s estatutos or the Deposited Securities it is provided provides shall be done or performedperformed by it, or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder hereunder, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, Securities or for the manner in which any such vote is cast (provided that such action or non-action is in good faith) or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. (a) The Depositary, the Company, and each of their respective #114404655 v8 US-DOCS\123953583.1 directors, officers, employees, agents and affiliates and each of them shall: (ai) incur or assume no liability to Holders or Beneficial Owners (iA) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Kingdom of Sweden or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's articles of association, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of not incur or assume any Holder liability to Holders or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts , or omissions made by a successor depositary whether in connection with a previous act or omission the case of the Depositary or in connection with any matter arising wholly after only, the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryCompany. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability to Holders or beneficial owners of ADSs (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, Japan or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability to Holders or beneficial owners of ADSs except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable to Holders or beneficial owners of ADSs for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Japanese law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax or tax consequences that may be incurred by Holders or beneficial owners on account of their ownership or disposition of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs or the transactions contemplated herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositarycircumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States States, the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N. A. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Federative Republic of Brazil or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Units for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N. A. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its Brazilian counsel in respect of any approval or license of the Brazilian government or any agency thereof required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them their respective directors, officers, employees, agents and affiliates, and each of them, shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Cayman Islands, the People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of the United States of America, the Cayman Islands, the People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not when acting in good faith be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner of, or any other holder of an interest in, ADSs or ADRs to obtain the benefits of credits on the basis of non-U.S. tax paid against such ▇▇▇▇▇▇'s or beneficial owner's or other holder's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners of, or other holders of interests in, ADSs or ADRs on account of their ownership of the ADSs or ADRs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor Depositary, the Depositary Company, nor any of their respective agents shall be liable to Holders or beneficial owners of, or holders of interests in in, ADSs or ADRs for any indirect, special, punitive or consequential damagesdamages or lost profits, or any fees or expenses of counsel in connection therewith, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them their respective directors, officers, employees, agents and affiliates, and each of them, shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, Colombia or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs or ADRs about the requirements of Colombian law, rules or regulations or any changes therein or thereto. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. None of the Company, the Depositary or the Custodian shall have any liability or responsibility whatsoever under the Deposit Agreement or otherwise for any action or failure to act by any Holder relating to its obligations under Colombian tax law or any other Colombian law or regulation relating to foreign investment in Colombia in respect of a withdrawal or sale of Deposited Securities, including, without limitation, any failure by any Holder to comply with a requirement to register such investment prior to such withdrawal, or any failure by any Holder to report foreign exchange transactions to the Bank of the Republic of Colombia, as the case may be. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner of, or any other holder of an interest in, ADSs or ADRs to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s or other holder’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners of, or other holders of interests in, ADSs or ADRs on account of their ownership of the ADSs or ADRs. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary Depositary, the Custodian and its their respective directors, officers, employees, agents and affiliates under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by and its directors, officers, employees, agents and affiliates acting on the Company Company’s behalf under certain circumstances. Notwithstanding any other provision of the Deposit Agreement or the ADRs to the extent such losses are due to the negligence or bad faith of the Depositary. Neither contrary, neither the Company nor the Depositary Depositary, nor any of their respective agents shall be liable to Holders or beneficial owners of, or holders of interests in in, ADSs and ADRs, for any indirect, special, punitive or consequential damagesdamages or lost profits, in each case of any form, incurred by any of them, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States States, the Cayman Islands, The People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N. A. The Depositary shall have not any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Further, the Depositary and its agents disclaim to the maximum extent permitted by law any and all liability for the price received in connection with any sale of securities or the timing thereof. Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has been determined by a final non-appealable judgment of a court of competent jurisdiction to have (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Cayman Island or People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any governmental or agency approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith willful misconduct while it acted as Depositary. The Depositary shall not be liable for By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the acts Company or omissions of any securities depositorythe Depositary, clearing agency or settlement system in connection with or arising out of book-entry settlement or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect venue of any such vote. The Depositary proceeding, and its agents may own and deal irrevocably submits to the exclusive jurisdiction of such courts in any class of securities of the Company and its affiliates and in ADRssuch suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.. SECTION 3.07. Paragraph (17) of the form of ADR and all outstanding ADRs is amended to read as follows:

Exoneration. (a) The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur no liability to Holders or Beneficial Owners (iA) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Federative Republic of Brazil or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of not incur or assume any Holder liability to Holders or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts , or omissions made by a successor depositary whether in connection with a previous act or omission the case of the Depositary or in connection with any matter arising wholly after only, the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryCompany. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. (a) The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur no liability to Holders or any persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting (iA) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the United Kingdom, the Republic of Argentina or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's bylaws, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this GDR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRGDR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) not incur or assume any liability to Holders or persons on whose behalf any Holders are holding GDSs or GDRs or for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability whom they are otherwise acting except to perform its obligations to the extent they are specifically set forth in this ADR GDR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, GDSs or this ADRGDR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the GDSs or this ADRGDR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable to Holders or persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts , or omissions made by a successor depositary whether in connection with a previous act or omission the case of the Depositary or in connection with any matter arising wholly after only, the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryCompany. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States States, the Cayman Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the “People’s Republic of China”) or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its controlcontrol shall prevent, the Depositary delay or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; ADR provides shall be done or performed by it or them (ivincluding, without limitation, voting pursuant to paragraph (12) for the inability of any Holder or beneficial holders of interests to benefit from any distributionhereof), offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (eii) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. by A. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor Company, the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. (a) The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur no liability to Holders or Beneficial Owners (iA) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Federative Republic of Brazil or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of not incur or assume any Holder liability to Holders or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts , or omissions made by a successor depositary whether in connection with a previous act or omission the case of the Depositary or in connection with any matter arising wholly after only, the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryCompany. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. The Depositary, the CompanyBank, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, Chile or any other country, or of any securities exchange or market or automated quotation system or any governmental or regulatory authority or stock exchange(including any action that may constitute a breach by the Central Bank of its obligations under the Foreign Investment Contract), or by reason of any provision, present or future, of the articles of association or similar document Foreign Investment Contract or, in the case of the CompanyDepositary or its agents, the estatutos of the Bank or by reason the provisions of or governing any Deposited Securities, any present or future provision of any securities issued or distributed by the CompanyBank's charter, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its controlcontrol shall prevent, the Depositary delay or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company Bank and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company Bank may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company Bank and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company Depositary and the Bank shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Bank has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the DepositaryBank under certain circumstances. Neither the Company Bank nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. (a) The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur or assume no liability to Holders or Beneficial Owners (iA) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Kingdom of Sweden or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s articles of association, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of not incur or assume any Holder liability to Holders or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts , or omissions made by a successor depositary whether in connection with a previous act or omission the case of the Depositary or in connection with any matter arising wholly after only, the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryCompany. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States States, the Republic of Peru or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence negligence, criminal fraud or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of bookany Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that (A) the Custodian has been determined by a final non-entry settlement appealable judgment of Deposited Securities a court of competent jurisdiction to have (i) committed fraud or otherwisewillful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located and (B) the Company or the Holders have incurred direct damages as a result of such act or omission to act on the part of the Custodian. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Peruvian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any governmental or agency approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositarycircumstances. Neither the Depositary, the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism God, war, terrorism, nationalization or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; , or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder or beneficial owner of an interest in ADSs, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Cayman Island or People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADS. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the acts Company or omissions of any securities depositorythe Depositary, clearing agency or settlement system in connection with or arising out of book-entry settlement or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect venue of any such vote. The Depositary proceeding, and its agents may own and deal irrevocably submits to the exclusive jurisdiction of such courts in any class of securities of the Company and its affiliates and in ADRssuch suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer damages (including, without limitation, lost profits) of liability under the Securities Act of 1933 is intended any form incurred by any provision hereofperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

Exoneration. The Neither the Depositary, the CompanyCustodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to Holders, their agents and each of them shall: (a) incur no liability Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the United Kingdom or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the articles of association Company's constituent documents or similar document of the Company, or by reason of any provision of or governing any securities issued or distributed by the Company, or any offering or distribution thereofDeposited Securities, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance exercise of, or delayfailure to exercise, caused as aforesaid, any discretion provided for in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done in the Company's constituent documents or performedprovisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by reason of any exercise or failure to exercise any discretion given it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement or this ADR; is lawful, (iv) for the inability of any by a Holder or beneficial holders of interests Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereofof this Deposit Agreement, made available to HoldersHolders of American Depositary Shares or (v) for any special, (b) assume no liability except to perform its obligations to consequential, indirect or punitive damages for any breach of the extent they are specifically set forth in terms of this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its controlling persons, its agents (including, without limitation, Agents, in the case of the Depositary), the Custodian and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction opinion or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofof this Deposit Agreement.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, Belgium or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism God, war, terrorism, nationalization or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Belgium law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the creditworthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith willful misconduct while it acted as Depositary. The Depositary shall not be liable for By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the acts Company or omissions of any securities depositorythe Depositary, clearing agency or settlement system in connection with or arising out of book-entry settlement or based upon this ADR, the Deposit Agreement or the transactions contemplated hereby or thereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect venue of any such vote. The Depositary proceeding, and its agents may own and deal irrevocably submits to the exclusive jurisdiction of such courts in any class of securities of the Company and its affiliates and in ADRssuch suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, Denmark or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism God, war, terrorism, nationalization or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Danish law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (excluding legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act directly or through their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) acting in their capacities as such on behalf of the Depositary, the Custodian or the Company, their agents and each as the case may be, which is inconsistent with the provisions of them shall: (a) this Deposit Agreement or shall incur no any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the Commonwealth of Australia or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the articles of association Company's constituent documents or similar document of the Company, or by reason of any provision of or governing any securities issued or distributed by the Company, or any offering or distribution thereofDeposited Securities, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, cyberattacks, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance exercise of, or delayfailure to exercise, caused as aforesaid, any discretion provided for in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done in the Company's constituent documents or performedprovisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by reason of any exercise or failure to exercise any discretion given it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement or this ADR; is lawful, (iv) for the inability of any by a Holder or beneficial holders of interests Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereofof this Deposit Agreement, made available to HoldersHolders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages (b“Special Damages”) assume no liability except to perform its obligations to for any breach of the extent they are specifically set forth in terms of this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its controlling persons, its agents (including, without limitation, Agents), the Custodian and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction opinion or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofof this Deposit Agreement.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N. A. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, Japan or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's Articles of Incorporation, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary reasonable control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Japanese law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Depositary, the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, regulation, decree, order or regulation other action of the United States States, Chile or any other country, or of any other governmental or regulatory authority or stock exchange(including any action that may constitute a breach by the Central Bank of its obligations under the Foreign Investment Contract), or by reason of any provision, present or future, of the articles Foreign Investment Contract or, in the case of association or similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or its agents, the estatutos of the Company or of the Deposited Securities, the provisions of or governing any Deposited Securities, act of God, war or other circumstance beyond its control shall be preventedprevent, delayed delay or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of Deposit Agreement, this Deposit Agreement ADR, the Foreign Investment Contract, the Company's estatutos or the Deposited Securities it is provided provides shall be done or performedperformed by it, or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder hereunder, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, Securities or for the manner in which any such vote is cast (provided that such action or non-action is in good faith) or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their respective officers, directors, affiliates and agents and each of them shall: (a) incur no liability to Holders or Beneficial Owners (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the European Union, Germany or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to Paragraph (13) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this Paragraph (15), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company and their respective agents may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed Notwithstanding anything to indemnify the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents under certain circumstances may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Depositary has agreed to indemnify the Company against losses incurred by the Company Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such losses are due information is requested or required by or pursuant to the negligence any lawful authority, including without limitation laws, rules, regulations, administrative or bad faith judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or Beneficial Owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary. By holding an ADS or an interest therein, Holders and Beneficial Owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement Deposit Agreement, the ADSs or the transactions contemplated herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners Beneficial Owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. In the Deposit Agreement, the Company has agreed to indemnify the Depositary under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofhereof or of the Deposit Agreement.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, France or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Restricted Issuance Agreement or the Deposited Securities it is provided this Restricted ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Restricted Issuance Agreement or this ADRRestricted ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this Restricted ADR and the Deposit Restricted Issuance Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this Restricted ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this Restricted ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Restricted Issuance Agreement (including the Restricted ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any Restricted ADSs about the requirements of French law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Restricted ADRs. Notwithstanding anything to the contrary set forth in the Restricted Issuance Agreement or a Restricted ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Restricted Issuance Agreement, any Holder or Holders, any Restricted ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the Restricted ADRs or Restricted ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Restricted Issuance Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding a Restricted ADS or an interest therein, Holders and owners of Restricted ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Restricted Issuance Agreement, the Restricted ADSs or the transactions contemplated herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding a Restricted ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Depositary, the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in Restricted ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. With respect to Holders and owners of Restricted ADRs, any summary of French laws and regulations and of the terms of the Company’s By-Laws set forth in the Restricted Issuance Agreement is provided by the Company solely for the convenience and while the Company believes that such summaries are accurate as of the date of the Restricted Issuance Agreement, (i) they are summaries and as such may not include all aspects of the materials summarized applicable to a Holder or owner of Restricted ADRs, and (ii) these laws and regulations and the Company’s By-Laws may change after the date of the Restricted Issuance Agreement. Neither the Depositary nor the Company has any obligation under the terms of the Restricted Issuance Agreement or the Restricted ADRs to update any such summaries. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Republic of India or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N. A. The Depositary, its agents and the Company and their respective agents acting hereunder may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Indian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. (a) The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur no liability to Holders or Beneficial Owners (iA) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Federative Republic of Brazil or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (bii) assume no liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. The DepositaryNotwithstanding anything contained in the Deposit Agreement or this ADR, neither the Company, Depositary nor the Company nor any of their respective agents and each shall be obligated to do or perform any act which is inconsistent with the provisions of them shall: (a) the Deposit Agreement or incur no any liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Republic of China or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's Articles of Incorporation, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances circumstance beyond its controlcontrol (including, the Depositary without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure) shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to Article (17) hereof), or (ii) by reason of any non-performance or delayexercise of, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise exercise, any discretion given it provided for in the Deposit Agreement or this ADR; in the Articles of Incorporation of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability of any by a Holder or beneficial holders of interests Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereofof the Deposit Agreement, made available to HoldersHolders of American Depositary Shares or (v) for any indirect, special, punitive, or consequential damages (bexcluding legal fees and expenses) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect lost profits of any Deposited Securities or this ADR; (d) in the case form incurred by any of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, them or any other person believed by it to be competent to give such advice or information. The Depositary shall entity, whether or not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission foreseeable and regardless of the Depositary or type of action in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositarya claim may be brought. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system or in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of ROC law, rules or regulations or any changes therein or thereto. Notwithstanding anything to the contrary set forth in the Deposit Agreement or this ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of book-entry settlement or based upon the Deposit Agreement or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of Deposited Securities venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or otherwiseproceeding. The Depositary, its agents controlling persons, its agents, any Custodian and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction request or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofof the Deposit Agreement or this ADR.

Exoneration. The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur or assume no liability (iincluding, without limitation, to Holders or beneficial owners of ADSs) (A) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, cyber, ransomware or war malware attack, computer failure or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of any Holder incur or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability (including, without limitation, to Holders or beneficial owners of ADSs) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or beneficial owners of ADSs; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable (including, without limitation, to Holders or beneficial owners of ADSs) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or informationinformation and/or, in the case of the Depositary, the Company. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders, beneficial owners of ADSs or any other holders of an interest in any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any voting instructions are given, including instructions to give a discretionary proxy to a person designated by the Company, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom the Depositary is instructed to grant a discretionary proxy pursuant to paragraph (12) hereof, or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents or affiliates shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary is under no obligation to provide the Holders and/or beneficial owners of ADSs, or any of them, with any information about the tax status of the Company. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents and affiliates, shall incur any liability for any tax or tax consequences that may be incurred by Holders or beneficial owners of ADSs on account of their ownership or disposition of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third-party delivery services and providers of information regarding matters such as, but not limited to, pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide services such as, but not limited to, attendance at any meetings of security holders of issuers. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositarycircumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer provision of liability the Deposit Agreement or this ADR is intended to constitute a waiver or limitation of any rights which Holders or beneficial owners of ADSs may have under the Securities Act of 1933 is intended by any provision hereofor the Securities Exchange Act of 1934, to the extent applicable.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States States, the Federative Republic of Brazil or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism God, war, terrorism, nationalization or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities or otherwise. The DepositaryJPMorgan Chase Bank, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. N.A. The Depositary and its agents will shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any failure error or delay in action, omission to carry out any instructions to vote any act, default or negligence on the part of the Deposited Securities, for the manner party so retained in which connection with any such vote is cast sale or for proposed sale. Notwithstanding anything to the effect contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any such vote. The Depositary and its agents may own and deal in any class of securities act or omission to act on the part of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company Custodian except to the extent such losses are due that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the negligence Depositary or bad faith (ii) failed to use reasonable care in the provision of custodial services to the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. (a) The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur no liability to Holders or Beneficial Owners (iA) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, England and Wales, the European Union, or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of any Holder incur or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary , or in connection with any matter arising wholly after the removal or resignation case of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryCompany. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, Belgium or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism God, war, terrorism, nationalization or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Belgium law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the creditworthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith willful misconduct while it acted as Depositary. The Depositary shall not be liable for By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the acts Company or omissions of any securities depositorythe Depositary, clearing agency or settlement system in connection with or arising out of book-entry settlement or based upon this ADR, the Deposit Agreement or the transactions contemplated hereby or thereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect venue of any such vote. The Depositary proceeding, and its agents may own and deal irrevocably submits to the exclusive jurisdiction of such courts in any class of securities of the Company and its affiliates and in ADRssuch suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur or assume no liability (iincluding, without limitation, to Holders or beneficial owners of ADSs) (A) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, cyber, ransomware or war malware attack, computer failure or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of any Holder incur or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability (including, without limitation, to Holders or beneficial owners of ADSs) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or beneficial owners of ADSs; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable (including, without limitation, to Holders or beneficial owners of ADSs) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or informationinformation and/or, in the case of the Depositary, the Company. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders, beneficial owners of ADSs or any other holders of an interest in any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any voting instructions are given, including instructions to give a discretionary proxy to a person designated by the Company, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom the Depositary is instructed to grant a discretionary proxy pursuant to paragraph (12) hereof, or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents or affiliates shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary is under no obligation to provide the Holders and/or beneficial owners of ADSs, or any of them, with any information about the tax status of the Company. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents and affiliates, shall incur any liability for any tax or tax consequences that may be incurred by Holders or beneficial owners of ADSs on account of their ownership or disposition of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third-party delivery services and providers of information regarding matters such as, but not limited to, pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide services such as, but not limited to, attendance at any meetings of security holders of issuers. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositarycircumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer provision of liability the Deposit Agreement or this ADR is intended to constitute a waiver or limitation of any rights which Holders or beneficial owners of ADSs may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable. SECTION 2.18. The first sentence of Paragraph (16) of the form of ADR, and all outstanding ADRs, is intended amended to read as follows: Subject to the last sentence of paragraph (2), the ADRs and the Deposit Agreement may be amended by the Company and the Depositary, provided that any amendment that imposes or increases any fees, charges or expenses on a per ADS basis (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, a transaction fee per cancellation request (including through SWIFT, telex or facsimile transmission), applicable delivery expenses or other such fees, charges or expenses), or that shall otherwise prejudice any substantial existing right of Holders or beneficial owners of interests in ADSs , shall become effective 30 days after notice of such amendment shall have been given to the Holders. SECTION 2.19. Paragraph (17) of the form of ADR, and all outstanding ADRs, is amended by inserting the following immediately after the first sentence thereof: Notwithstanding anything to the contrary herein, the Depositary may terminate the Deposit Agreement (a) without notice to the Company, but subject to giving 30 days' notice to the Holders, under the following circumstances: (i) in the event of the Company's bankruptcy or insolvency, (ii) if the Company effects (or will effect) a redemption of all or substantially all of the Deposited Securities, or a cash or share distribution representing a return of all or substantially all of the value of the Deposited Securities, or (iii) there occurs a merger, consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of Deposited Securities, and (b) immediately with a post-termination notice to the Company and without prior notice to any Holder or beneficial owner of ADSs or any other person if required by any provision hereoflaw, rule or regulation or any governmental authority or body, or the Depositary would be subject to liability under or pursuant to any law, rule or regulation, or by any governmental authority or body, in each case as determined by the Depositary in its reasonable discretion. SECTION 2.20. Paragraph (18) of the form of ADR, and all outstanding ADRs, is amended by deleting “and” immediately prior to subsection (b) thereof and by inserting the following as a new subsection (c): and (c) acknowledge and agree that (i) nothing in the Deposit Agreement or any ADR shall give rise to a partnership or joint venture among the parties thereto, nor establish a fiduciary or similar relationship among such parties, (ii) the Depositary, its divisions, branches and affiliates, and their respective agents, may from time to time be in the possession of non-public information about the Company, Holders, beneficial owners of ADSs and/or their respective affiliates, (iii) the Depositary and its divisions, branches and affiliates may at any time have multiple banking relationships with the Company, Holders, beneficial owners of ADSs and/or the affiliates of any of them, (iv) the Depositary and its divisions, branches and affiliates may, from time to time, be engaged in transactions in which parties adverse to the Company or the Holders or beneficial owners of ADSs and/or their respective affiliates may have interests, (v) nothing contained in the Deposit Agreement or any ADR(s) shall (A) preclude the Depositary or any of its divisions, branches or affiliates from engaging in any such transactions or establishing or maintaining any such relationships, or (B) obligate the Depositary or any of its divisions, branches or affiliates to disclose any such transactions or relationships or to account for any profit made or payment received in any such transactions or relationships, (vi) the Depositary shall not be deemed to have knowledge of any information held by any branch, division or affiliate of the Depositary and (vii) notice to a Holder shall be deemed, for all purposes of the Deposit Agreement and this ADR, to constitute notice to any and all beneficial owners of the ADSs evidenced by such Holder's ADRs. For all purposes under the Deposit Agreement and this ADR, the Holder hereof shall be deemed to have all requisite authority to act on behalf of any and all beneficial owners of the ADSs evidenced by this ADR. SECTION 2.21. Paragraph (19) of the form of ADR, and all outstanding ADRs, is amended to read as follows:

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States States, England, Wales or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism God, war, terrorism, computer failure or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Further, the Depositary and its agents disclaim to the maximum extent permitted by law any and all liability for the price received in connection with any sale of securities or the timing thereof. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of English law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith willful misconduct while it acted as Depositary. The Depositary shall not be liable for By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the acts Company or omissions of any securities depositorythe Depositary, clearing agency or settlement system in connection with or arising out of book-entry settlement or based upon this ADR, the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect venue of any such vote. The Depositary proceeding, and its agents may own and deal irrevocably submits to the exclusive jurisdiction of such courts in any class of securities of the Company and its affiliates and in ADRssuch suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryand its agents under certain circumstances. Neither the Depositary, the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act directly or through their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) acting in their capacities as such on behalf of the Depositary, the Custodian or the Company, their agents and each as the case may be, which is inconsistent with the provisions of them shall: (a) the Deposit Agreement or shall incur no any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the Commonwealth of Australia or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the articles of association Company's constituent documents or similar document of the Company, or by reason of any provision of or governing any securities issued or distributed by the Company, or any offering or distribution thereofDeposited Securities, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, cyberattacks, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance or delayexercise of, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise exercise, any discretion given it provided for in the Deposit Agreement or this ADR; in the Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the any inability of any by a Holder or beneficial holders of interests Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereofof the Deposit Agreement, made available to HoldersHolders of ADS or (v) for any special, (b) assume no liability except to perform its obligations to consequential, indirect or punitive damages for any breach of the extent they are specifically set forth in this ADR and terms of the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary otherwise. Every Holder and its agentsBeneficial Owner agrees to, be under no obligation to appear inand shall, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of indemnify the Depositary, provided that in connection the Company, the Custodian and each and every of their respective officers, directors, employees, agents (including, without limitation, Agents) and Affiliates against, and hold each of them harmless from, any claims with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depositoryrespect to taxes, clearing agency or settlement system in connection with or additions to tax (including applicable interest and penalties thereon) arising out of book-entry settlement any refund of Deposited Securities taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. Except for the Depositary’s rights and the Company’s obligations under Section 5.8 of the Deposit Agreement, which rights and obligations shall continue in force and fully apply with respect to all matters under this Article (17), neither the Depositary nor the Company shall incur any liability for any consequences of Foreign Currency conversion that may be incurred by Holders and/or Beneficial Owners on account of their ownership of American Depositary Shares or otherwise. The Depositary, its controlling persons, its agents (including, without limitation, Agents), any Custodian and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction opinion or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents the Custodian shall be liable for the failure by any Holder or Beneficial Owner to Holders obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesBeneficial Owner's income tax liability. No disclaimer of liability under the Securities Act of 1933 or the Exchange Act is intended by any provision hereofof the Deposit Agreement.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States States, the Cayman Islands, The People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N. A. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur or assume no liability (iincluding, without limitation, to Holders or beneficial owners of, or any other holders of an interest in, any ADSs) (A) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, cyber, ransomware or war malware attack, computer failure or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of any Holder incur or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability (including, without limitation, to Holders or beneficial owners of, or any other holders of an interest in, any ADSs) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or beneficial owners of, or any other holders of an interest in, any ADSs; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable (including, without limitation, to Holders or beneficial owners of, or any other holders of an interest in, any ADSs) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or informationinformation and/or, in the case of the Depositary, the Company. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs) and, subject to the further limitations set forth in the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any voting instructions are given or deemed to be given in accordance with paragraph 12 hereof, including instructions to give a discretionary proxy to a person designated by the Company, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom the Depositary is instructed to grant a discretionary proxy pursuant to paragraph (12) hereof or deemed to have been instructed to grant a discretionary proxy pursuant to paragraph (12) hereof , or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents or affiliates shall be liable for the failure by any Holder or beneficial owners of, or any other holders of an interest in, any ADSs to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial owners of, or any other holders of an interest in, any ADSs income tax liability. The Depositary is under no obligation to provide the Holders and beneficial owners of, or any other holders of an interest in, any ADSs, or any of them, with any information about the tax status of the Company. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents and affiliates, shall incur any liability for any tax or tax consequences that may be incurred by Holders or beneficial owners of, or any other holders of an interest in, any ADSs on account of their ownership or disposition of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third-party delivery services and providers of information regarding matters such as, but not limited to, pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide services such as, but not limited to, attendance at any meetings of security holders of issuers. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and circumstances. Notwithstanding any other provision of the Deposit Agreement or this ADR to the contrary, neither the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary Company, nor any of their respective agents shall be liable to the other for any Special Damages incurred by any of them, or liable to any other person or entity (including, without limitation, Holders and beneficial owners of, or holders of interests in, ADSs and ADRs) for any Special Damages (including, without limitation, for the avoidance of doubt, legal fees and expenses), whether or not foreseeable and regardless of the type of action in which such a claim may be brought; provided, however, that to the extent Special Damages arise from or out of a claim brought by a third party (including, without limitation, Holders and beneficial owners of, or holders of interests in, ADSs and ADRs) against the Depositary or any of its agents acting under the Deposit Agreement, the Depositary and its agents shall be entitled to full indemnification from the Company for all such Special Damages (including, without limitation, for the avoidance of doubt, legal fees and expenses), unless such Special Damages are found to have been a direct result of the gross negligence or willful misconduct of the Depositary. No provision of the Deposit Agreement or this ADR is intended to constitute a waiver or limitation of any rights which Holders or beneficial owners of, or any other holders of an interest in, any ADSs may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable. SECTION 2.27. The first sentence of Paragraph (16) of the form of ADR, and all outstanding ADRs, is amended to read as follows: Subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities), the ADRs and the Deposit Agreement may be amended by the Company and the Depositary, provided that any amendment that imposes or increases any fees, charges or expenses on a per ADS basis (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, a transaction fee per cancellation request (including through SWIFT, telex or facsimile transmission), applicable delivery expenses or other such fees, charges or expenses), or that shall otherwise prejudice any substantial existing right of Holders or beneficial owners of interests in ADSs for any indirect, specialshall become effective 30 days after notice of such amendment shall have been given to the Holders. SECTION 2.28. Paragraph (17) of the form of ADR, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 and all outstanding ADRs, is intended by any provision hereof.amended to read as follows:

Exoneration. The DepositaryNotwithstanding anything contained in the Deposit Agreement or any ADR, neither the Company, Depositary nor the Company nor any of their respective agents and each shall be obligated to do or perform any act which is inconsistent with the provisions of them shall: (a) this Deposit Agreement or incur no any liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Republic of China or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's Articles of Incorporation, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances circumstance beyond its controlcontrol (including, the Depositary without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure) shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to Section 4.10 hereof), or (ii) by reason of any non-performance exercise of, or delayfailure to exercise, caused as aforesaid, any discretion provided for in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done in the Articles of Incorporation of the Company or performedprovisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement good faith to be competent to give such advice or this ADR; information, (iv) for the inability of any by a Holder or beneficial holders of interests Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereofof this Deposit Agreement, made available to HoldersHolders of American Depositary Shares or (v) for any indirect, special, punitive, or consequential damages (bexcluding legal fees and expenses) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect lost profits of any Deposited Securities or this ADR; (d) in the case form incurred by any of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, them or any other person believed by it to be competent to give such advice or information. The Depositary shall entity, whether or not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission foreseeable and regardless of the Depositary or type of action in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositarya claim may be brought. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system or in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of ROC law, rules or regulations or any changes therein or thereto. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with this Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of book-entry settlement or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of Deposited Securities venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or otherwiseproceeding. The Depositary, its agents controlling persons, its agents, any Custodian and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction request or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofof this Deposit Agreement.

Exoneration. (a) The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur or assume no liability (iA) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of any Holder incur or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether information and/or, in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation case of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryCompany. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism God, war, terrorism, nationalization or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; , or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder or beneficial owner of an interest in the Master ADR, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Cayman Island or People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADS. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for By holding a ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the acts Company or omissions of any securities depositorythe Depositary, clearing agency or settlement system in connection with or arising out of book-entry settlement or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding a ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect venue of any such vote. The Depositary proceeding, and its agents may own and deal irrevocably submits to the exclusive jurisdiction of such courts in any class of securities of the Company and its affiliates and in ADRssuch suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositarycircumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs (including those evidenced by the Master ADR) for any indirect, special, punitive or consequential damages. No disclaimer damages (including, without limitation, lost profits) of liability under the Securities Act of 1933 is intended any form incurred by any provision hereofperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

Exoneration. The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (ai) incur or assume no liability (iincluding, without limitation, to Holders or beneficial owners of, or any other holders of an interest in, any ADSs) (A) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, cyber, ransomware or war malware attack, computer failure or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) for the inability of any Holder incur or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability (including, without limitation, to Holders or beneficial owners of, or any other holders of an interest in, any ADSs) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or beneficial owners of, or any other holders of an interest in, any ADSs; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable (including, without limitation, to Holders or beneficial owners of, or any other holders of an interest in, any ADSs) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or informationinformation and/or, in the case of the Depositary, the Company. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs) and, subject to the further limitations set forth in the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any voting instructions are given or deemed to be given in accordance with paragraph 12 hereof, including instructions to give a discretionary proxy to a person designated by the Company, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom the Depositary is instructed to grant a discretionary proxy pursuant to paragraph (12) hereof or deemed to have been instructed to grant a discretionary proxy pursuant to paragraph (12) hereof , or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents or affiliates shall be liable for the failure by any Holder or beneficial owners of, or any other holders of an interest in, any ADSs to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial owners of, or any other holders of an interest in, any ADSs income tax liability. The Depositary is under no obligation to provide the Holders and beneficial owners of, or any other holders of an interest in, any ADSs, or any of them, with any information about the tax status of the Company. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents and affiliates, shall incur any liability for any tax or tax consequences that may be incurred by Holders or beneficial owners of, or any other holders of an interest in, any ADSs on account of their ownership or disposition of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third-party delivery services and providers of information regarding matters such as, but not limited to, pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide services such as, but not limited to, attendance at any meetings of security holders of issuers. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and circumstances. Notwithstanding any other provision of the Deposit Agreement or this ADR to the contrary, neither the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary Company, nor any of their respective agents shall be liable to the other for any Special Damages incurred by any of them, or liable to any other person or entity (including, without limitation, Holders and beneficial owners of, or holders of interests in, ADSs and ADRs) for any Special Damages (including, without limitation, for the avoidance of doubt, legal fees and expenses), whether or not foreseeable and regardless of the type of action in which such a claim may be brought; provided, however, that to the extent Special Damages arise from or out of a claim brought by a third party (including, without limitation, Holders and beneficial owners of, or holders of interests in, ADSs and ADRs) against the Depositary or any of its agents acting under the Deposit Agreement, the Depositary and its agents shall be entitled to full indemnification from the Company for all such Special Damages (including, without limitation, for the avoidance of doubt, legal fees and expenses), unless such Special Damages are found to have been a direct result of the gross negligence or willful misconduct of the Depositary. No provision of the Deposit Agreement or this ADR is intended to constitute a waiver or limitation of any rights which Holders or beneficial owners of, or any other holders of interests in an interest in, any ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability may have under the Securities Act of 1933 is intended by any provision hereofor the Securities Exchange Act of 1934, to the extent applicable.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Hong Kong, Special Administrative Region of the People's Republic of China or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Further, the Depositary and its agents disclaim to the maximum extent permitted by law any and all liability for the price received in connection with any sale of securities or the timing thereof. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of applicable law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any governmental or agency approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositarycircumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, Denmark or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's Articles of Association, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Danish law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such H▇▇▇▇▇'s or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs or the transactions contemplated herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company Depositary nor the Depositary Company nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damagesdamages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States States, the Republic of Chile or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its control, the Depositary control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N. A. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary (a) shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Chilean law, rules or regulations or any changes therein or thereto and (b) assumes no responsibility for, and shall have no liability arising from, the accuracy or completeness of the contents of paragraph (18) hereof. Neither the Depositary nor any of its agents shall incur any liability to Holders or beneficial owners of ADSs in connection with any conversion of foreign currency effected by or on behalf of the Company (either in its capacity as issuer of the Shares, as Custodian hereunder or as local liquidity provider), for any distribution to Holders of any U.S. dollars received by the Depositary from or on behalf of the Company, or for the foreign exchange rates, fees, charges and/or spreads utilized and/or charged by or on behalf of the Company in connection therewith. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. By holding an ADS or an interest therein, Holders and beneficial owners of interests in ADRs and/or ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable, is intended by any provision hereofthereof.

Exoneration. The Depositary, the Company, their agents and each of them their respective directors, officers, employees, agents and affiliates, and each of them, shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Cayman Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company’s charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faithwillful misconduct; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act by, or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryinsolvency of, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising out from, the insolvency of book-entry settlement any Custodian that is not a branch or affiliate of Deposited Securities JPMorgan Chase Bank, N. A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or otherwiseany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs or ADRs about the requirements of the laws, rules or regulations or any changes therein or thereto of the United States of America, the Cayman Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not when acting in good faith be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner of, or any other holder of an interest in, ADSs or ADRs to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s or other holder’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners of, or other holders of interests in, ADSs or ADRs on account of their ownership of the ADSs or ADRs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the creditworthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company Depositary nor the Depositary Company, nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs the other for any indirect, special, punitive or consequential damagesdamages or lost profits (including, without limitation, legal fees and expenses), in each case of any form (collectively, “Special Damages”) incurred by any of them, or liable to any other person or entity (including, without limitation, Holders and beneficial owners of, or holders of interests in, ADSs and ADRs) for any Special Damages (including, without limitation, for the avoidance of doubt, legal fees and expenses), whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the People's Republic of China, the Cayman Islands or any other country, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or God, war, terrorism or other circumstances circumstance beyond its controlcontrol shall prevent, the Depositary delay or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this ADR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (iv) for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositaryunder certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.

Exoneration. (a) The Depositary, the Company, their agents and each of them their respective directors, officers, employees, agents and affiliates shall: (ai) incur no liability to Holders or any persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting (iA) if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the United Kingdom, the Republic of Argentina or any other countrycountry or jurisdiction, or of any governmental or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, the provisions of or by reason of governing any provisionDeposited Securities, any present or future, of the articles of association or similar document future provision of the Company's bylaws, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God God, war, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or war or terrorism or other circumstances circumstance beyond its control, the Depositary direct and immediate control shall prevent or the Company shall be prevented, delayed or forbidden fromdelay, or shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided this GDR provides shall be done or performedperformed by it or them (including, without limitation, voting pursuant to paragraph (ii12) hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing things which by the terms of this the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADRGDR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ivii) not incur or assume any liability to Holders or persons on whose behalf any Holders are holding GDSs or GDRs or for the inability of any Holder or beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms hereof, made available to Holders, (b) assume no liability whom they are otherwise acting except to perform its obligations to the extent they are specifically set forth in this ADR GDR and the Deposit Agreement without gross negligence or bad faithwillful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting; (ciii) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, GDSs or this ADRGDR; (div) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities, the GDSs or this ADRGDR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or and (ev) not be liable to Holders or persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder or person on whose behalf any Holder is holding GDSs or GDRs or for whom they are otherwise acting, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts , or omissions made by a successor depositary whether in connection with a previous act or omission the case of the Depositary or in connection with any matter arising wholly after only, the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryCompany. The Depositary shall not be liable for the acts or omissions of made by, or the insolvency of, any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereofsystem.