Common use of The ADSs and the Shares Clause in Contracts

The ADSs and the Shares. The Offered ADSs to be sold by the Company hereunder and the Shares represented thereby have been duly authorized by the Company and, the Offered ADSs and the Shares represented thereby, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and non-assessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the ADSs and the Shares represented thereby is not subject to any preemptive or similar rights, except as described in the Registration Statement, Pricing Disclosure Package and Prospectus. The Shares may be freely deposited by or on behalf of the Company with the Depositary against issuance of ADSs. The Offered ADSs, when issued and delivered against payment therefor, will be freely transferable by the Company to or for the account of the several Underwriters and (to the extent described in the Registration Statement, the Pricing Disclosure Package and the Prospectus) the initial purchasers thereof; and, subject to the Company giving the Australian Stock Exchange (the “ASX”) a notice in respect of the Shares under Section 708A(5)(e) of the Australian Corporations Act of 2001 (the “Corporations Act”) that complies with Section 708A(6) of the Corporations Act, there are no restrictions on subsequent transfers of the Offered ADSs or the Shares under the laws of Australia or the United States, except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus under “Description of Share Capital,” “Description of American Depositary Shares” and “Shares and ADSs Eligible for Future Sale”.

The ADSs and the Shares. The Offered ADSs to be issued and sold by the Company and the Offered ADSs to be sold by the Company Selling Shareholders hereunder and the Shares represented thereby have been duly authorized by the Company and, the Offered ADSs and the Shares represented thereby, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and non-assessable nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the ADSs and the Shares represented thereby is not subject to any preemptive pre-emptive or similar rights, except as described in the Registration Statement, Pricing Disclosure Package and Prospectus. The Shares may be freely deposited by or on behalf of the Company and the Selling Shareholders with the Depositary against issuance of ADSs. The ADRs evidencing the Offered ADSs; the Offered ADSs to be sold by the Company and the Selling Shareholders, when issued and delivered against payment thereforthereof, will be freely transferable by the Company and the Selling Shareholders to or for the account of the several Underwriters and (to the extent described in the Registration Statement, the Pricing Disclosure Package and the ProspectusPackage) the initial purchasers thereof; and, subject to the Company giving the Australian Stock Exchange (the “ASX”) a notice in respect of the Shares under Section 708A(5)(e) of the Australian Corporations Act of 2001 (the “Corporations Act”) that complies with Section 708A(6) of the Corporations Act, and there are no restrictions on subsequent transfers of the Offered ADSs or the Shares under the laws of Australia the Cayman Islands, the People’s Republic of China, which, for purposes of this Agreement only, excludes Taiwan, The Hong Kong Special Administrative Region and The Macau Special Administrative Region (the “PRC”) or the United States, States except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus under “Description of Share Capitalshare capital,” “Description of American Depositary Sharesdepositary shares” and “Shares and ADSs Eligible eligible for Future Salefuture sale.”.