ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
213
Table of Contents
D. American Depositary Shares
Fees Paid by Our ADS Holders
As an ADS holder, you will be required to pay the following service fees to the depositary, Citibank, N.A.:
|
|
|
Persons depositing or withdrawing
shares or ADS holders must pay:
|
|
For:
|
Up to US$5.00 per 100 ADSs (or fraction thereof)
|
|
Issuance of ADSs upon
deposit of Shares (excluding issuances as a result of distributions of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs).
|
|
|
Delivery of ordinary shares
against surrender of ADSs.
|
|
|
Distribution of cash
dividends or other cash distributions.
|
|
|
Distribution of ADSs
pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs.
|
|
|
Distribution of securities
other than ADSs or rights to purchase additional ADSs.
|
Up to US$5.00 per 100 ADS per calendar year
|
|
ADS services
|
As
an ADS holder you will also be responsible to pay certain fees and expenses incurred by the depositary and certain taxes and governmental charges
such as:
-
-
taxes (including applicable interest and penalties) and other governmental charges;
-
-
fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman
Islands (i.e., upon deposit and withdrawal of ordinary shares);
-
-
expenses incurred for converting foreign currency into U.S. dollars;
-
-
expenses for cable, telex and fax transmissions and for delivery of securities;
-
-
fees and expenses as are incurred by the depositary in connection with compliance with applicable exchange control regulations; and
-
-
fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit.
Depositary
fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued
ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their
clients. Depositary fees payable in connection with distributions of cash or securities to
ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.
The
Depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividend,
rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether
certificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts
(via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians
holding ADSs in their DTC accounts. The
214
Table of Contents
brokers
and custodians who hold their clients' ADSs in DTC accounts in turn charge their clients' accounts the amount of the fees paid to the depositary banks.
In
the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set
off the amount of the depositary fees from any distribution to be made to the ADS holder.
Note
that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of these changes.
Fees and Payments from the Depositary to Us
Our depositary has agreed to reimburse us for certain expenses we incur that are related to the administration and maintenance of the ADS
program. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not related to the amounts of fees the depositary
collects from investors. The depositary has reimbursed us for any expenses related to the administration and maintenance of the facility in an amount of US$11.3 million, after deduction of
applicable U.S. taxes, for the year ended March 31, 2017.
215
Table of Contents