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Title:

Mandate Contract for Public Subscription and Allotment of Securities  CH

Amended Date: 2002.07.05
1     Securities Underwriter (hereinafter referred to as Party A)

    Contracting Party
    Taiwan Stock Exchange Corporation (hereinafter referred to as Party B)
    This contract is made and entered into for collection and payment and draw affairs of mandate for public subscription and allotment of securities' relevant payment. The provisions are as follows:
  1. Services of Mandate
    1. Every time Party A underwrites the following cases of public subscription and allotment, Party B is commissioned to collect and pay on behalf of Party A the handling fees of subscription and the subscription payments for securities :
      1. Offering and issuance of securities by initially TWSE listed companies, TWSE listed companies, or non-TWSE listed (non-GTSM listed) public companies.
      2. Publicly offering by holders of TWSE listed or non-TWSE or GTSM listed securities in accordance with Paragraph 3, Article 22 of the Securities and Exchange Act.
    2. Party A commissions Party B to handle the draw affairs every time Party A underwrites public subscription and allotment of securities.
  2. Notice of Mandate
    1. If Party A is the host underwriter of securities public subscription and allotment cases, it shall, on behalf of all the underwriters of the cases, send Party B a written notice before each announcement of the underwriting, and prepare the following documents for Party B's handling of the mandate:
      1. a photocopy of the competent authority's letter of approval for recordation for the underwriting contract and the document of underwriting announcement approved by the competent authority.
      2. the subjects of payment transfer, allocation methods of the amount of money and bank accounts statements regarding the handling fees of subscription and subscription payments of securities collected by Party B as an agent.
    2. When Party A serves as an assisting underwriter, Party A agrees to appoint the host underwriter as its agent to contact, consult and deal with Party B for the relevant matters of this contract on its behalf.
  3. Remuneration Agreement
  4. Party A shall pay Party B the handling fee in accordance with the rate and method of payment approved by the competent authority.
  5. Miscellaneous
    1. Handling of the mandate shall be in accordance with Party B's Operation Rules, Taipei Securities Firms Association Regulations for Securities Firms' Handling of Underwriting and Resale of Securities, the Procedure of Securities Firm's Handling of the Public Subscription and Allotment, and other relevant regulations and administrative rules specified in the official letters of the competent authority.
    2. The amount of money Party B collects on behalf of Party A shall be in accordance with the actual amount paid by the securities broker commissioned for the subscription. The amount of money Party B pays on behalf of Party A shall be in accordance with the balance of the actual handling fees of subscription collected as an agent deducting Party B's remuneration set forth in the preceding Article and the actual subscription payments collected as an agent. The payment subjects, amount and bank account for remittance shall be in accordance with the contents of the detailed statement set forth in Subparagraph 2, Paragraph 1, of Article 2.
    3. If a security broker fails to transfer the handling fees of subscription within the allotted time, the purchase information submitted by the securities broker shall be deleted. When the securities broker fails to transfer the subscription payments within the allotted time, Party B shall handle the case as the applicant fails to pay the fee.
    4. Party B shall handle relevant matters of the mandate pursuant to the information provided by Party A and the subscription information transmitted by securities brokers. Party B has no obligations to examine the accuracy of the information provided by Party A and the subscription information transmitted by securities brokers.
    5. Party B shall open an "special account for collection and payment of securities subscription payments as an agent" in the bank and the payments collected and paid as an agent under this contracts shall be handled in this special account and not to be mixed with the settlement money of the TWSE listed securities.
    6. The payments collected by Party B as an agent under this contract shall be appropriated in accordance with this contract and shall not be used in any claims for offset or motion for attachment as the creditor's rights against Party A or the securities broker commissioned for the subscription.
  6. Supplementary Provision
  7. Any matters not set forth herein shall be governed by the applicable laws and regulations. Party A and Party B shall reach an agreement in good faith in case of any doubt.
  8. Arbitration Agreement
  9. Both parties agree that the disputes arising from or in connection with this contract shall be arbitrated according to the Arbitration Law of ROC.
  10. This contract is executed in two counterparts, with each party holding one counterpart as evidence.
    By
    Party A
    Representative
    Address

    Party B
    Representative
    Address

    (Year, Month, Day)
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