Form 20-F Kuke Music Holding Ltd Due: December 31


Modification and Termination

How can the deposit agreement be modified?

We may agree with the Custodian to amend the Custodian Agreement and the ADR Form without your consent for any reason. If an amendment adds or increases any fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile charges, delivery charges or similar items, including expenses incurred in connection with exchange control regulations and other charges specifically payable by ADS holders under the deposit agreement, or seriously impairs an existing substantive right of the ADS holders, it does not will become effective for outstanding ADSs only 30 days after the depositary has notified the ADS holders of the modification. At the time a modification takes effect, you are deemed, by continuing to hold your ADSs, to accept the modification and to be bound by the ADRs and the deposit agreement as modified.. If new laws are passed which would require the Custodian Agreement to be amended to conform to them, we and the Custodian may amend the Custodian Agreement in accordance with such laws and such amendment may become effective before notice is given. given to ADS holders.

How can the deposit agreement be terminated?

The Custodian will terminate the Custodian Agreement if we ask the Custodian to do so, in which case the Custodian will notify you at least 90 days prior to termination. The Custodian may also terminate the Custodian Agreement if they have notified us that they wish to resign, or if we have removed the Custodian and, in either case, we have not appointed a new Custodian within 90 days. In either case, the Custodian must notify you at least 30 days prior to termination.

After termination, the Custodian and its agents will do the following in connection with the Custodian Agreement, but nothing else: collect distributions on deposited securities, sell rights and other property, and deliver common stock and other deposited securities upon cancellation of ADSs after payment of all fees, charges, taxes or other governmental charges. Six months or more after the termination date, the depositary may sell the remaining deposited securities by way of public or private sale. After that, the Custodian will retain the cash it received on the sale, together with any other cash it holds under the Custodian Agreement, for the pro rata benefit of ADS holders who have not surrendered their ADS. He will not invest the money and has no liability for interest. After such sale, the Custodian’s only obligations will be to account for cash and other cash. Upon termination, we will be released from all obligations under the Custodian Agreement except our obligations to the Custodian under it.

Custodian Books

The depositary will maintain the records of ADS holders at its depository office. You may inspect such records at this office during normal business hours, but only for the purpose of communicating with other holders in the interest of business relating to the Company, the ADRs and the Custody Agreement.

Custodian will maintain facilities in the Borough of Manhattan, New York City to record and process the issuance, cancellation, combination, to separate and transfer of ADRs.

These facilities may be closed at any time or from time to time when such action is deemed necessary or desirable by the Custodian in the performance of its obligations under the Custodian Agreement or at our reasonable written request.

Limitations of Obligations and Liability

Limits on our obligations and the obligations of the Custodian; Limitations of Liability to ADS Holders

The Custodian Agreement expressly limits our obligations and the obligations of the Custodian and Custodian. This also limits our liability and that of the custodian. Custodian and custodian:

are only required to take the actions specifically set out in the deposit agreement without gross negligence or willful misconduct;


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