___________________ Company ("the Issuer") and the depository institution retained by it, ___________________ ("the Depository Institution"), have applied to the Taiwan Stock Exchange Corporation (TWSE), in accordance with Article 139 of the Securities and Exchange Act, to list on the TWSE the Taiwan depositary receipts which they have received approval to issue publicly. In accordance with Article 141 of the same Act, and on the basis of the matters prescribed in the Taiwan Stock Exchange Corporation Rules Governing Contracts for the Listing of Taiwan Depositary Receipts, the parties, having agreed to establish this contract, hereby set out provisions for compliance by the two parties, as follows:
The Issuer is applying by means of this contract for an initial listing of the following Taiwan depositary receipts:
│Date of │No. of units│Price per │Total │Type of │Notes │
│issuance│to be issued│unit (NT$)│value │securit-│ │
│ │ │ │of │ies rep-│ │
│ │ │ │issue │resented│ │
If the number of the Issuer's listed Taiwan depositary receipts is subsequently increased or decreased, or if there is a change in particular items due to a change in the company's name, a capital decrease, or some other reason, then the TWSE-approved registration statement for listing of the Taiwan depositary receipts, or the increase or decrease of listed Taiwan depositary receipts or other amended items set out in the application for amendment of the contract for listed Taiwan depositary receipts, will also be an integral part of this contract.
When, due to a change in the equity holdings of a director, supervisor, or managerial officer, or of a shareholder holding more than 10 percent of its shares, the Issuer is required under the laws and regulations of its home country or a country where its stock is listed to file and publicly announce that information in any one location, then its depository institution within the territory of the Republic of China shall be required to simultaneously file the same information with the competent authority and the TWSE and to publicly announce the information.
When the Issuer, pursuant to the laws and regulations of the country where it is listed, is required to file and publicly announce documents and materials with the competent authority or with the securities exchange or securities market on which the securities represented by the Taiwan depository receipts are listed, it shall, either by itself or through the Depository Institution within the territory of the Republic of China, simultaneously file and publicly announce the same with the competent authority and the TWSE.
If the Issuer intends to buy back on the TWSE centralized securities market any Taiwan depository receipts it previously issued, insofar as there is no conflict with the laws and regulations of the country in which it is registered or listed, the Issuer may do so upon the approval of a majority of the directors present at a directors meeting attended by two-thirds or more of directors, and shall comply with the TWSE Rules Governing the Repurchase of Taiwan Depositary Receipts by Secondary Listed Companies in so doing.
The purpose of a repurchase of Taiwan depository receipts referred to in the preceding paragraph shall be limited to redeeming and canceling the securities represented by the Taiwan depository receipts.
When the Issuer buys back on the TWSE centralized securities market any Taiwan depository receipts it previously issued, it shall carry out filing and disclosure within the time limit provided in the applicable TWSE regulations concerning the disclosure of material information.
All provisions pertaining to Taiwan depositary receipts in securities-related laws and regulations, TWSE bylaws, and TWSE public announcements are an integral part of the listing contract and shall be complied with by the foreign issuer, its agent for litigious and non-litigious matters, its depository institutions, and the TWSE.
After this contract takes effect, the Issuer and its depository institution shall be subject mutatis mutandis to the company stock listing fee standards set out in the listing fee rate standards adopted by the TWSE, and shall pay a listing fee to the TWSE upon initial listing and within one month of the beginning of each year thereafter.
The TWSE may impose an altered trading method on listed Taiwan depositary receipts on the basis of applicable laws, regulations, or TWSE bylaws, or when it deems it necessary for some other reason sufficient to affect market order or investor rights and interests, and shall report the matter to the competent authority for recordation within one month after implementation; or, it may suspend trading of or delist the listed Taiwan depositary receipts, and report the matter to the competent authority for recordation.
The governing law for this listing contract is the law of the Republic of China. The Taiwan Taipei District Court is the competent court of jurisdiction for any disputes arising in connection with this listing contract.
This contract is made in six originals. One original shall be delivered to the competent authority, and the remaining originals held by the Issuer, the depository institution, and the TWSE.
This contract shall be reported to the competent authority for recordation.
Litigious and Non-litigious Agent:
Taiwan Stock Exchange Corporation