REGISTRATION RIGHTS AGREEMENT dated as of , 2005 by and between Watchdata Technologies Ltd. and The Investors Named HereinRegistration Rights Agreement • March 1st, 2005 • Watchdata Technologies Ltd. • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT dated as of , 2005 (this “Agreement”) by and among Watchdata Technologies Ltd., a company created under the laws of the Cayman Islands (the “Company”), Beaver Developments Limited, a company incorporated in the British Virgin Islands, Tong Ren Ltd., a company incorporated in the British Virgin Islands, Masterful Solutions Inc., a company incorporated in the British Virgin Islands, Sesame Seed Group Limited, a company incorporated in the British Virgin Islands, and Standard International Holdings Ltd., a company incorporated in the British Virgin Islands, (each, individually, an “Investor”, and together, the “Investors”).
WATCHDATA TECHNOLOGIES LTD. AMERICAN DEPOSITARY SHARES REPRESENTING AN AGGREGATE OF ORDINARY SHARES FORM OF UNDERWRITING AGREEMENT WITH DEUTSCHE BANK SECURITIES INC. DATED MARCH , 2005Underwriting Agreement • March 1st, 2005 • Watchdata Technologies Ltd. • Services-prepackaged software • New York
The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”) to be dated as of March , 2005 among the Company, JPMorgan Chase Bank, N.A., as Depositary (the “Depositary”), and the holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive Ordinary Shares deposited pursuant to the Deposit Agreement. The Shares in respect of the ADSs to be delivered on the Closing Date or the Additional Closing Date (each as hereinafter defined) are to be deposited with the Depositary prior to the Closing Date or the Additional Closing Date, as the case may be, against issuance of ADRs evidencing such ADSs.
