Deposit Agreement - 范本
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DEPOSIT AGREEMENT
by and among
ALIBABA GROUP HOLDING LIMITED
AND
CITIBANK, N. A.,
as Depositary,
AND
THE HOLDERS AND BENEFICIAL OWNERS OF
AMERICAN DEPOSITARY SHARES
ISSUED HEREUNDER
Dated as of [ DATE], 2014
全文目录如下：
详文见附件
Section 1.1 "ADS(s) Record Date"
Section 1.3 "American Depositary Receipt(s)","ADR(s)"and "Receipt(s)"
Section 1.4 "American Depositary Share(s)" and "ADS(s)"
Section 1.6 "Articles of Association"
Section 1.7 "Beneficial Owner"
Section 1.8 "Certificated ADS(s)(s)"
Section 1.12 "Deliver" and "Delivery"
Section 1.13 "Deposit Agreement"
Section 1.15 "Deposited Property"
Section 1.16 "Deposited Securities"
Section 1.17 "Dollars" and "$"
Section 1.19 "DTC Participant"
Section 1.21 "Foreign Currency"
Section 1.22 "Full Entitlement ADR(s)", "Full Entitlement ADS(s)(s)" and "Full Entitlement Share(s)"
Section 1.25 "Pre-Release Transaction"
Section 1.26 "Principal Office"
Section 1.28 "Restricted Securities"
Section 1.29 "Restricted ADR(s)", "Restricted ADS(s)(s)" and "Restricted Shares"
Section 1.31 "Share Registrar"
Section 1.33 "Uncertificated ADS(s)(s)"
Section 1.34 "United States" and "U. S."
Section 2.1 Appointment of Depositary.
Section 2.2 Form and Transferability of ADSs.
Section 2.3 Deposit of Shares.
Section 2.4 Registration and Safekeeping of Deposited Securities.
Section 2.6 Transfer, Combination and Split-up of ADSs.
Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities.
Section 2.10 Cancellation and Destruction of Surrendered ADSs; Maintenance of Records.
Section 2.12 Partial Entitlement ADSs.
Section 2.13 Certificated/Uncertificated ADSs.
CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs
Section 3.1 Proofs, Certificates and Other Information.
Section 3.2 Liability for Taxes and Other Charges.
Section 3.3 Representations and Warranties on Deposit of Shares.
Section 3.4 Compliance with Information Requests.
Section 3.5 Ownership Restrictions.
Section 3.6 Reporting Obligations and Regulatory Approvals.
Section 4.1 Cash Distributions.
Section 4.2 Distribution in Shares.
Section 4.3 Elective Distributions in Cash or Shares.
Section 4.4 Distribution of Rights to Purchase Additional ADSs.
Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares.
Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form.
Section 4.8 Conversion of Foreign Currency.
Section 4.9 Fixing of ADS(s) Record Date.
Section 4.10 Voting of Deposited Securities.
Section 4.11 Changes Affecting Deposited Securities.
Section 4.12 Available Information.
THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY
Section 5.1 Maintenance of Office and Transfer Books by the Registrar.
Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary.
Section 5.6 Notices and Reports.
Section 5.7 Issuance of Additional Shares, ADSs etc.
Section 5.9 ADS(s)Fees and Charges.
Section 5.10 Pre-Release Transactions.
Section 5.11 Restricted Securities Owners.
Section 6.1 Amendment/Supplement.
Section 7.2 No Third-Party Beneficiaries.
Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect.
Section 7.6 Governing Law and Jurisdiction.
Section 7.8 Compliance with U. S. Securities Laws.
Section 7.9 Cayman Islands Law References.
Section 7.10 Titles and References.
附件：
1.
A-11 Deposit Agreement - Alibaba Group Holding Ltd. and Citibank NA (2014).docx
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发布于 2021-11-17 14:21:22
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