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Sample Deposit Agreement for Taiwan Depositary Receipts  CH

Amended Date: 2011.12.27 
1     This Agreement is
    1.Signed jointly by the Foreign Issuer and the Depositary Institution (name, nationality, and principal place of business) on ____(year)/____(month)/____(day).
    2.The paid-in capital, issued stocks, places or countries of listed securities, and securities codes of the Foreign Issuer.
    3.For the purpose of sponsoring the issuance of Taiwan Depositary Receipts (hereinafter referred to as "TDRs") with securities for the first time and thereafter for the deposit of securities in the Depositary Institution by the Foreign Issuer and/or its shareholders in accordance with this Agreement in order to sponsor issuance of TDRs representing such underlying securities of the Foreign Issuer, the Foreign Issuer desires to designate the Depositary Institution to issue TDRs pursuant to this Agreement.
    4.The Depositary Institution agrees to follow this Agreement, the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers in the Republic of China, and the applicable rules in issuing the TDRs.
    5.The execution by the Foreign Issuer of this Agreement and its sponsorship of the issuance of TDRs in accordance with this Agreement have been approved (consented to) in a board of directors (and shareholders) meeting of the Foreign Issuer. The Foreign Issuer has also obtained the permissions and approvals required by applicable laws and regulations of the R.O.C., the listing place or country (and country of registration) for the issue of TDRs which permissions and approvals are required by local laws). The Foreign Issuer will sponsor for the first time the issuance of XXXXXX units of TDRs; and every XX units of TDRs will represent XX units (shares) of the securities of the Foreign Issuer. The issue amount of the TDRs is temporarily set at NT$ XX per unit, or NT$ XXXXXXXXXX thousand dollars in total.

    The terms agreed to by the Foreign Issuer and the Depositary Institution are as follows:

Article 1 (Definitions)
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Article 2 (Designation of the Depositary Institution)
  1. The Foreign Issuer designates (name of the Depositary Institution) as the Depositary Institution to issue the TDRs representing the deposited securities and manage all related matters pursuant to this Agreement.
  2. A holder (hereinafter referred to as "Holder") will become a party to this Agreement starting from the day of its purchase of and full payment for the TDRs or from the closing day of its purchase transaction, entitled to the rights and assuming the obligations under the terms of this Agreement.
Article 3 Issuance, Transfer, and Certification of Ownership of the TDRs
  1. The TDRs shall be issued in book-entry form. Registration certificates of book-entry issuance issued by the Taiwan centralized securities depository enterprise (hereinafter referred to as the "CSDE") shall be obtained in respect of all the TDRs. All the TDRs are subject to book-entry operation by the CSDE. Unless otherwise specified in this Agreement, no Holder may apply for redemption of the TDRs. Holder shall be deemed to know and be bound by all the terms of this Agreement.
  2. The Depositary Institution has entered into an agreement with the CSDE providing for the book-entry registration and book-entry transfer of the TDRs. The Holder shall apply for a custodial book-entry account with a qualified securities firm or custodian institution of Taiwan ("hereinafter referred to as the "Custodian Institution") before purchasing the TDRs, and shall follow the operation directions and related regulations of the CSDE. Unless otherwise specified in this Agreement, for the transfer of the TDRs, settlement shall be conducted through the book entry-transfer method of the CSDE.
  3. The Depositary Institution shall maintain a TDR Holder roster (hereinafter referred to as "Roster"), which shall record the amounts, issue dates, redemption dates and details of transfers of all the issued TDRs, redeemed TDRs and additional TDRs represented by the total receipts, as well as the name, nationality and address of and the number of TDRs held by each Holder, and the details of pledges on the TDRs. The Foreign Issuer may at any time during the business hours of the Depositary Institution request to peruse or copy the Roster or request in writing the Depositary Institution to provide a photocopy of the Roster.
  4. The name or domicile or residence of any Holder, number of TDRs held by it and details of pledges of the TDRs informed by the CSDE to the Depositary Institution are deemed to have been registered in the Roster. The number of TDRs held by the Holders' shall be as registered in the CSDE account book of the participant.
  5. If evidentiary documents of the securities or rights of the Foreign Issuer have been delivered to the Custodian Institution in accordance with this Agreement, and the Holders have also served the evidentiary documents specified in this Agreement on the Depositary Institution and the Depositary Institution has accepted the deposit in the manner prescribed by this Agreement, the number of TDRs which are issued or delivered by the Depositary Institution in this Agreement shall include the adjusted number of TDRs by the Depositary Institution for the above stated purposes.
  6. If the CSDE for any reason fails to distribute the TDRs by book-entry transfer or conducts a book-entry settlement XXX business days beyond the prescribed time limit, the Depositary Institution shall arrange for another qualified institution to deliver the TDRs by book-entry transfer or conduct the book-entry settlement. If there is no other institution of distributing the TDRs by book-entry transfer or conducting the book-entry settlement, the Depositary Institution shall print individual TDRs, deliver the same to the Holders, and settle the transfer in accordance with the applicable laws and regulations. Unless the name and domicile (residence) of the assignee are recorded in the TDR Roster, no transfer of individual TDRs may be used against the Depositary Institution and the Foreign Issuer.
  7. The obligor shall bear all relevant taxes imposed by the R.O.C. government with respect to the issuing of TDRs and execution of this Agreement by the Depositary Institution.
Article 4 (Deposit of the Securities of the Foreign Issuer)
  1. The initial issuance and each subsequent issuance of the TDRs shall be approved by the Depositary Institution and the Foreign Issuer and subject to the applicable laws and regulations and listing rules of the R.O.C. and listing places or countries. The Depositary Institution will accept deposits when the depositors of the securities (the Foreign Issuer and/or its shareholders) complete the matters listed below (if applicable) and deliver relevant documents to the Depositary Institution and/or the Custodian Institution:
    1. Delivery of the securities of the Foreign Issuer which are to be deposited by the Custodian Institution, evidentiary documents of the relevant rights, and all necessary documents , Applications for Transfer and other relevant documents with regard to the transfer of the securities and rights related thereto of the Foreign Issuer to the Depositary Institution, the Custodian Institution or the person designated thereby;
    2. Delivery of documents issued pursuant to the relevant national laws and regulations of the R.O.C. and listing places or countries by the competent authority of each such country approving the deposit of securities and/or issuance of TDRs. If the documents are not prepared in Traditional Chinese, a Traditional Chinese translation shall also be delivered;
    3. Delivery of documents and relevant fees and taxes requested by the CSDE; and
    4. Delivery of all other documents required in order to conform to relevant laws and regulations of the R.O.C. and listing places or countries. If the documents are not in Traditional Chinese, a Traditional Chinese translation shall also be delivered.
  2. The Depositary Institution may issue additional TDRs under the following circumstances:
    1. When the Depositary Institution issues new shares for a cash capital increase in accordance with the laws and regulations of the place or country of registration of the Foreign Issuer and the original shareholders are entitled to preemptive subscription rights, the Depositary Institution will, in respect of the deposited securities, subscribe for the new shares in the interest of the Holders according to the shareholding ratio of the Holders.
    2. The Foreign Issuer issues new bonus shares in relation to the deposited securities, including but not limited to the issuance of stock dividends, issuance of new bonus shares in respect of the deposited securities according to other scrip dividend scheme or arrangement, or change, division, combination or re-reclassification of the par value of the deposited securities by the Foreign Issuer; and
    3. After the TDRs have been redeemed and cancelled, holders of the securities of the Foreign Issuers shall, within the number of securities represented by the original issuance limit, deliver securities of the Foreign Issuer or evidentiary documents of its rights to request the Depositary Institution to re-issue the TDRs based on the original redemption limit. After such holders have paid the issuance fees of the TDRs to the Depositary Institution in accordance with Article 18 of this Agreement and such payment is entered in the books, and after the Depositary Institution and Custodian Institution confirm that the securities represented by the original issuance limit are transferred to account of the Custodian Institution in the correct amount, the Depositary Institution shall immediately import the data of the re-issued TDRs into the computer of the Depositary Institution which is linked to the TDCC. After confirming upon verification the uploaded data from the Depositary Institution conform to those of the agent for stock affairs (hereinafter referred to as the "Stock Agent"), the TDCC will register the number of re-issued TDRs and transfer them to applicants' designated accounts in Taiwan on the date designated by the Stock Agent. [Note: "Original Issuance Limit" means the number of TDRs the Depositary Institution issues in accordance with this Agreement with the approval of the competent authority of the R.O.C. plus the sum of the above-mentioned additional TDRs issued for the purpose of cash capital increase and bonus shares.]
  3. The Depositary Institution and the Custodian Institution shall represent and confirm that the deposited assets are held by the Depositary Institution, the Custodian Institution, or the person designated thereby in the Holders' interest, not assets owned by either of said institutions or said person. The Depositary Institution, the Custodian Institution or the person designated thereby may dispose of and manage the deposited assets and their proceeds and exercise the rights attached to the deposited assets, only in the interest of the Holders in accordance with this Agreement, and may not, in their own name or for their interests, dispose of the deposited assets and their proceeds or claim or request from the Foreign Issuer any rights that are attached to the deposited assets.
  4. When the Depositary Institution deposits the deposited securities in order to increase or re-issue the TDRs, it has the right to request the Foreign Issuer and/or its shareholders to undertake, with relevant evidentiary documents and data submitted, to the Depositary Institution and Custodian Institution that the Foreign Issuer and/or its shareholders have complied with all applicable laws, regulations, and listing rules regarding the deposit of deposited securities and/or the increase/re-issue of TDRs as well as its rights and interests. If due to the incompletion of the relevant procedures the Depositary Institution is prevented from accepting and depositing or unable to accept or deposit, the deposited securities in order to increase or re-issue the TDRs within the customary time, the Foreign Issuer shall be responsible, take corrective measures and pay damages.
Article 5 (Issuance and Delivery of TDRs)
  1. After accepting the deposit of securities of the Foreign Issuer, the Depositary Institution shall, in accordance with the related rules of the CSDE, contact the CSDE with regard to the registration of the TDRs' in book-entry form and delivery by book-entry transfer of the TDRs.
  2. If the CSDE is unable to register the TDRs in book-entry form and deliver the TDRs by book-entry transfer, and if there is no other institution capable of distributing the TDRs by book-entry transfer or conducting the book-entry settlement, the Depositary Institution shall print the individual TDRs after accepting the deposit of securities of the Foreign Issuer and deliver the individual TDRs after certification to the Holders or their designated representatives at the place of business designated by the Depositary Institution.
Article 6 (Sale or Redemption of Depository Assets)
  1. The Foreign Issuer shall represent and confirm that, laws and regulations otherwise specify and also disclosed in the prospectus, , the Holders have the right to request in accordance with this Agreement and the relevant procedures to redeem the deposited securities represented by TDRs, sell the deposited securities in the listing places or counties, convert the proceeds from the sale of such shares in NT dollars, or be paid in NT dollars by the issuing company or Depositary Institution pursuant to this Agreement. The Foreign Issuer shall undertake to cooperate with the Depositary Institution and Custodian Institution in the relevant procedures according to laws and regulations at all times, in order to ensure the Holders may redeem the deposited securities represented by the TDRs or the Depositary Institution or the Holders may sell the deposited securities in the listing places or countries.
  2. Holders redeeming the deposited securities represented by TDRs and requesting to sell the deposited assets:
    1. Holders may request to sell the depositary assets by filling out an application and submit relevant evidentiary documents according to the procedures designated by the Depositary Institution. After deducting the fees and expenses in accordance with this Agreement, the Depositary Institution shall settle and pay the Holders in NT dollars in the manner designated by the Holders.
    2. The sale of the deposited assets above shall be conducted in accordance with the relevant laws and regulations of the listing places or countries and the custodian agreement. The Foreign Issuer and the Depositary Institution shall sufficiently inform the Holders of the risks and costs of selling the deposited assets.
  3. Holders requesting to redeem the deposited assets:
  4. Holders may request to redeem the deposited assets by filling out an application and submit relevant evidentiary documents according to the procedures designated by the Depositary Institution. After receiving the above notice of redemption of deposited assets, the fees under this Agreement, and relevant taxes from a Holder, the Depositary Institution shall deliver the deposited assets to the Holder in the manner permitted by laws and regulations and in accordance with the terms of the custodian agreement.
  5. The Depositary Institution handling the redemption of deposited assets:
  6. When a Holder fills out an application and submits relevant evidentiary documents according to the designated procedures to apply for redemption of the deposited assets through a securities firm or custodian bank, the TDCC shall, before noon of the next business day after receipt of the application documents, collect and deliver the relevant information and documents directly to the Depositary Institution together with the redemption roster. After receiving the redemption roster and all the relevant documents and confirming upon verification that their contents are correct, the Depositary Institution shall request the Custodian Institution on that same day to deliver the deposited assets to the Holders or to sell the deposited assets according to the custodian agreement, unless force majeure occurs.
  7. Restrictions on the redemption of deposited assets:
    1. During the period of suspension of account transfer of the Foreign Issuer in respect of the shareholders' roster or upon notification by the Foreign Issuer to the Depositary Institution in accordance with relevant laws and regulations that no transfer registration of the securities of the Foreign Issuer is permitted, the Depositary Institution shall stop handling the redemption of deposited assets.
    2. The redemption of deposited assets shall be subject to the applicable regulations of the listing places or countries and the transfer limitations or other procedures which the Depositary Institution, Custodian Institution or Foreign Issuer deems necessary in order to comply with applicable laws and regulations.
  8. After the Foreign Issuer buys back the TDRs, it shall follow the procedures designated by the Depositary Institution in filling out an application and submitting relevant evidentiary documents to request full redemption of the TDRs as deposited assets. After receiving the above notice of redemption of deposited assets, the fees under this Agreement and relevant taxes, the Depositary Institution shall deliver (transfer the ownership of) the deposited assets to the Foreign Issuers in the manner permitted by laws and regulations and in accordance with the terms of the custodian agreement. The Foreign Issuer shall, in accordance with the laws and regulations of the place or country of registration, arrange for stock cancellation within six months from the day of its buyback of the TDRs.
Article 7 (Cash Distribution)
    Upon receipt of any cash distributed by the Foreign Issuer in respect of deposited assets (including cash dividends/bonuses, and any proceeds from the liquidation of the Foreign Issuer), the Depositary Institution shall immediately, in accordance with applicable laws and regulations and this Agreement, redeem the above-stated cash in NT dollars and, after deducting relevant taxes and fees, distribute the balance to the Holders in proportion to the deposited securities represented by the TDRs held by the Holders on the record date specified by the Depositary Institution. (Adjustment to such distribution ratio and ownership of the remaining assets due to laws and regulations may be additionally stipulated.)

Article 8 (Distribution of New Shares)
    When the Foreign Issuer distributes new shares based on the deposited securities, the Depositary Institution shall consult the Foreign Issuers and do the following upon receipt of the relevant fees and taxes paid by the Holders:
  1. Distribute the TDRs by book-entry transfer to increase the number of TDRs held by the Holders, in proportion to the deposited securities represented by the TDRs held by the Holders, in accordance with the laws of the R.O.C.; or
  2. Adjust the number of deposited securities represented by each unit of TDRs in order to pay the taxes, other government agency fees, and the compensation and fees which the Depositary Institution may charge the Holders in accordance with this Agreement.
Article 9 (Non-Cash or -Equity Distributions)
  1. When the Foreign Issuer give notice of a dividend or other distribution in securities other than shares or in other non-cash assets , the Depositary Institution shall consult the Foreign Issuer and, after receiving the relevant fees and taxes paid by the Holders, distribute the above securities or other assets in proportion to the deposited securities represented by the TDRs held by the Holders on the record date, by the appropriate method in accordance with laws and regulations. If the Depositary Institution is unable to distribute the above securities or other assets in the above manner due to the laws and regulations of the R.O.C. or other reasons not attributable to itself, the Depositary Institution shall distribute cash to the Holders in to the manner prescribed by this Agreement.
  2. If the event of spinoff, buyout, or distribution of non-cash dividends by the Foreign Issuer because of a merger, business transfer, or assumption of shares in another company, and as a result the Holders are distributed other shares of overseas companies listed on overseas securities markets, the Depositary Institution shall sell the overseas company shares and convert the same to cash in NT dollars, and delivery the cash to the Holders, unless the Holders indicated other intent to the Depositary Institution. However if the overseas company has, with the approval of the relevant competent securities authority, sponsored the issuance of TDRs with its shares as distributed to the Holders, before the shares were issued and delivered to the Depositary Institution, the relevant Depositary Institution shall distribute the TDRs of the shares of the overseas company to the Holders in proportion to the deposited securities represented by TDRs held by the Holders on the record date after receiving the relevant fees and taxes paid by the Holders. If the shares of the overseas company are not listed for trading on an overseas securities market, after negotiating whether to repurchase or sell such shares with the Foreign Issuer, the Depositary Institution shall pay cash in the manner prescribed above to the Holders.
Article 10 (Subscription for New Shares or Other Securities)
  1. When the Foreign Issuers issues new shares (or other securities) for a cash capital increase, and the Depositary Institution, Custodian Institution, or person designated thereby is entitled to preemptive subscription rights, the Foreign Issuer shall notify the Depositary Institution in advance as soon as possible to the extent the laws and regulations of the listing places or countries are conformed to. The Depositary Institution shall exercise its duty of care as a good administrator and notify the Holders of the above as soon as possible, which notice shall include the cutoff date for Holders' subscription, subscription methods, and time limit for the Depositary Institution, the Custodian Institution, or person designated thereby may exercise the preemptive subscription rights for the Holders; and shall also assist the Holders who have completed the delivery of the subscription price according to the relevant procedures in subscribing for the new shares or other securities in such Holders' interest. If the Depositary Institution deems the Holders unable to exercise the subscription rights pursuant to the relevant laws and regulations or within the time limit notified by the Foreign Issuer, the Depositary Institution shall, exercising its duty of care as a good administrator and using its best efforts, sell part or all of such preemptive rights in accordance with the applicable laws and regulations and distribute the proceeds from the sale in cash to the Holders pursuant to this Agreement.
  2. The Depositary Institution shall be liable for indemnification against any damage caused to the Holders by its wilful misconduct or negligence in the above subscription for new shares or other securities.
Article 11 (Currency Exchange)
    If the Depositary Institution receives currency other than NT dollars from the distribution of cash or sale of deposited assets, it shall convert the currency to NT dollars and deliver NT dollars to the Holders in accordance with applicable laws and regulations. The Depositary Institution shall exercise its duty of care as a good administrator and exchange the currency at an exchange rate favorable to the Holders.

Article 12 (Distribution Methods and Record Date)
  1. As regards the distributions to be made it pursuant to this Agreement, the Depositary Institution shall distribute to the Holders listed on the Roster on the record date designated by the Depositary Institution, based on the number of TDRs held by the Holders on the record date as the distributing standard. In case due to the above it is necessary to suspend changes to the entries in the shareholders' roster, the Foreign Issuer shall, before the date of such suspension and within a reasonable period prescribed by laws and regulations, inform the Depositary Institution of the record date. The Depositary Institution shall give public notice and inform the Holders according to law as soon as possible.
  2. The record date which the Depositary Institution sets for distribution of income or other rights shall be the same as the record date set by the Foreign Issuer. In the event of discrepancy, the Depositary Institution shall seek the opinion of the issuing company and schedule the record date without materially prejudicing the Holders' rights and interests and as close as possible to the record date of the Foreign Issuer. In case the division of deposited assets leads to additional issuance of TDRs, the Depositary Institution may, depending on the market practice and actual operational need, determine the price adjustment date (ex-rights date) and delivery by book-entry transfer date (which means the confirmed book closure date in respect of the Roster) for the additional issuances of TDRs, to the extent permitted by applicable laws and regulations, after seeking the opinion of the Foreign Issuer. The Depositary Institution shall give notice to the Holders of the relevant record date in the manner prescribed by this Agreement.
  3. The above shall also apply in the event of an additional issuance of TDRs due to the division of deposited securities. The Depositary Institution shall give notice to the Holders of the relevant record date in the manner prescribed this Agreement.
  4. When distributing cash in accordance with this Agreement, the Depositary Institution shall pay Holders by check in NT dollars or send by wire transfer the money to the Holders' account in NT dollars in the R.O.C., in accordance with the applicable laws and regulations and in the manner prescribed by this Agreement. Before the above distribution, the Depositary Institution or its agent may, in accordance with the deposit agreement or relevant laws and regulations, deduct relevant fees, taxes, handling fees, and other expenses.
  5. Except for cash, any securities, other assets or rights which shall be distributed to Holders shall be delivered to the Holders as soon as possible in accordance with the relevant laws and regulations. If the Foreign Issuer has delivered the distribution in respect of the deposited assets to the Depositary Institution, the right of the Holders to claim the above distribution will expire form the first day the Depositary Institution may deliver such distribution to the Holders.
Article 13 (Recapitalization)
    If the par value of the deposited securities or any deposited assets is changed, combined, or divided; or if the Foreign Issuer undergoes a capital reduction, reorganization or merger or is merged (unless the Foreign Issuer is the surviving company), the Depositary Institution shall give notice to the Holders of such event in the manner prescribed by this Agreement or distribute the TDRs by book-entry transfer to increase or decrease the number of TDRs held by Holders according to this Agreement or the applicable laws and regulations.

Article 14 (Exercising Voting Rights attached to the Deposited Securities)
  1. The Depositary Institution, the Custodian Institution, or the person designated thereby shall hold the deposited securities represented by the TDRs for the benefit of the Holders and exercise the voting rights in the deposited securities in accordance with the applicable laws and regulations of its own country and the listing places or countries, the articles and by-laws of the Foreign Issuer, and this Agreement.
  2. The Holders' voting rights in the deposited securities shall be exercised as below:
    1. The Holders may not for its own account, directly, or individually exercise the voting rights in the deposited securities.
    2. The Foreign Issuer shall, in accordance with its articles of incorporation, applicable laws and regulations, and listing rules (21 days prior to a shareholders meeting and at least 14 days prior to a special shareholders meeting), give notice to the Depositary Institution of the calling of the shareholders meeting and the reason therefor, and the Depositary Institution shall give notice to the Holders as soon as possible. If the Foreign Issuer fails to notify the Depositary Institution of the reason for calling the shareholders meeting within the above-stated time limit and as a result the Depositary Institution does not have sufficient time to give notice to the Holders upon receipt of notice from the Foreign Issuer, the Depositary Institution shall attend the shareholders meeting without any voting rights in the deposited securities.
    3. When the Depositary Institution gives notice to the Holders of a shareholders meeting, it shall also attach voting instructions for the Holders to specify whether it votes for or against issues to be resolved.
    4. If before the due day set by the Depositary Institution the Depositary Institution receives the same instruction in regard to the same issue from the Holders representing a majority of the total issued units of TDRs(less the units of TDRs held by Holders who may not vote on special issues), the Depositary Institution, Custodian Institution, or person designated thereby shall, with respect to all the voting rights in the deposited shares, attend the shareholders' meeting. (1) If the shareholders of the Foreign Issuer decide issues through a vote, the Depositary Institution, Custodian Institution, or person designated thereby shall, in accordance with the instructions stated in the respective voting instructions delivered by the Holders, fill out a ballot to vote individually on the relevant issue based on the number of voting rights in the deposited shares represented by the TDRs as held by each Holder. With respect to the voting rights of Holders who fail to deliver their voting instructions, no ballot may be filled out to vote on the relevant issue; or (2) If the Foreign Issuer shareholders decide to vote on a show of hands, the Depositary Institution, Custodian Institution, or person designated thereby shall, in regard to the number of voting rights in all the deposited share, vote on the issues on a show of hands pursuant to the Holders' instructions.
    5. If before the due day set by the Depositary Institution the Depositary Institution does not receive the same instruction in regard to the same issue from the Holders representing a majority of the total issued TDRs, the Depositary Institution, Custodian Institution, or person designated thereby shall, in regard to all the voting rights in the deposited shares, issue a proxy to the chairman of the board of directors of the issuing company or the person designated thereby for such chairman or person to fully exercise the voting rights in the deposited shares at his sole discretion. However if the issuing company indicates its objection or the Depositary Institution, in exercising its duty of care as a good administrator, believes such authorization will have a material adverse impact on the Holders' interests, the Depositary Institution and Custodian Institution may elect not to issue the proxy to the chairman of the board of directors of the issuing company or person designated thereby. In such event, the Depositary Institution is not required to attend the shareholders meeting and may not exercise its voting rights in the deposited shares.
    6. If, pursuant to the laws and regulations of the listing place or country, the Depositary Institution, Custodian Institution, or person designated thereby may not exercise its voting rights in the deposited shares represented by all or part of the TDRs in the relevant shareholders meetings according to this article, the Foreign Issuer shall give notice the Depositary Institution as soon as possible. The Depositary Institution, Custodian Institution or person designated thereby may elect not to attend the shareholders meetings and may not exercise its voting rights in the relevant shareholders meetings according to this Agreement. The Foreign Issuer and Depositary Institution shall revise this article as soon as possible to enable the Depositary Institution or Custodian Institution to exercise its voting rights in the deposited shares in a manner that conforms to the applicable laws and regulations in subsequent shareholders meetings.
    7. The Depositary Institution shall procure and ensure that the Custodian Institution or person designated thereby exercise the voting rights in the deposited securities in accordance with this Agreement.
Article 15 (Applicable Laws and Regulations and Tax Levies)
  1. The Depositary Institution shall, in accordance with the laws and regulations of the place or country of registration, the listing places or countries, and the R.O.C., procure that the Custodian Institution and persons designated thereby perform this Agreement in accordance with the above laws and regulations.
  2. If the Foreign Issuer distributes dividends or other interests incurred from deposited assets and shall withhold taxes in accordance with the laws and regulations of the place or country of registration and the listing places or countries, the Depositary Institution shall, upon receipt of notice from the Foreign Issuer, hand over the Roster, which shall include the Holders' names, nationalities, number of TDRs held, and details of pledges, along with other relevant documents and data, to the Foreign Issuer within a reasonable time, for the Foreign Issuer to handle the tax withholdings.
  3. After withholding relevant taxes, the Foreign Issuer shall provide the Depositary Institution with the certification of the tax withholdings as soon as possible.
  4. Any Holder who enjoys tax relief or exemption due to a tax relief or exemption treaty signed by the country of its residence and the place or country of its registration or listing place or country, shall contact the relevant competent authorities by themselves.
Article 16 (Obligations and Responsibilities)
  1. The Depositary Institution shall use reasonable efforts, within a reasonable budget, to acquire necessary permissions, agreements, or approvals for performing this Agreement under the laws and regulations of the R.O.C. The Depositary Institution may obtain and preserve this Agreement or any relevant receipts and documents, or store the above documents in a qualified institution having good credibility for storing receipts and documents.
  2. The Depositary Institution shall exercise its duty of care as a good administrator and perform acts in compliance with any laws and regulations under this Agreement for the benefit of the Holders. Upon judgment made with the care of a good administrator (and after negotiating with the Foreign Issuer whenever necessary), the Depositary Institution may refuse to perform any act that may be in violation of relevant laws and regulations or subject itself to liabilities for indemnification.
  3. To the deposited assets represented by TDRs are attached the same rights and obligations as those of the common shareholders of the Foreign Issuer, unless this Agreement provides otherwise. The Foreign Issuer shall perform its obligations in accordance with this Agreement and is liable for indemnification against any damage or loss caused to the Holders by its wilful misconduct, negligence or violation of this Agreement. Except for changes required by relevant laws and regulations, the Foreign Issuer may not make any changes or revisions to its articles of incorporation that may cause an adverse impact on the Holders' rights and interests.
  4. If any of the following occurs to the Depositary Institution, the Custodian Institution, the Foreign Issuer, or any person designated by or agent, director or employee of any such institution in respect of laws and regulations, the interpretation and application of laws and regulations, amendments to the articles of incorporation, the listing rules and this Agreement, or force majeure, the Holders shall be liable for: (a) the non-performance or delay in performance of obligations that shall be performed in accordance with this Agreement, due to the above reasons; (b) the exercise or non-exercise under this Agreement of any voting right or other authority attached to the deposited shares, due to the above reasons.
  5. If the Foreign Issuer gives notice to the Depositary Institution that any cash distribution or issuance or distribution of securities or other assets or rights by the Foreign Issuer to the Holders pursuant to this Agreement is required by the laws and regulations of the place or country of registration or the listing place or country, the articles of incorporation of the Foreign Issuer, or the listing rules to be subject to prior registration and approval procedures, the Depositary Institution shall sell or distribute to the Holders such securities or other assets or rights only upon receipt of notice from the Foreign Issuer that the registration or approval procedures are completed or that approval for the exemption from registration or approval is obtained. The Foreign Issuer and the Depositary Institution are not liable for damage, loss, or costs resulting from any failure to perform the above registration or approval procedures. Where any distribution and issuance of cash, shares or other assets and rights or distribution of securities or other assets or rights by the Foreign Issuer to the Holders in accordance with this Agreement is subject to prior registration or approval procedures, the Depositary Institution shall sell or distribute to the Holders such securities or other assets or rights only upon receipt of notice from the Foreign Issuer that the registration or approval procedures are completed or that approval for the exemption from registration or approval is obtained.
  6. The Depositary Institution shall use its best efforts to perform its obligations to distribute cash, shares, or other assets or rights and proceed with the relevant trading and exchange in accordance with this Agreement, its liabilities for indemnification resulting from business acts and the relevant terms of disclaimer. The Foreign Issuer shall, as far as the applicable laws and regulations permit, reasonably assist the Depositary Institution or Holders in accomplishing the above.
  7. The Depositary Institution shall be liable to the Holders in accordance with this Agreement with respect to the results of any revision, waiver, authorization or decision pursuant to this Agreement.
  8. The Depositary Institution shall, in accordance with relevant TDR laws and regulations, announce and file the relevant data and written information in Chinese provided by the issuing company, upon receipt.
  9. The Foreign Issuer and the Holders agree and undertake to provide and deliver to the Depositary Institution the information and documents that are required to be announced and filed for compliance with the relevant laws and regulations of the R.O.C.
Article 17 (Replacement and Renewal of TDRs)
    As far as the applicable laws and regulations permit, an application for replacement may be made in the event of any lost, stolen, fragmented, or damaged TDRs, at the place of business designated by the Depositary Institution pursuant to the procedures set by the Depositary Institution, provided the applicant shall pay the relevant fees and taxes as well as provide the requested proof and guarantee to the Depositary Institution. The fragmented or damaged TDRs shall be returned to the Depositary Institution. The Depositary Institution shall first verify the applicant is a legal Holder registered in the Roster and, within certain period (no longer than 10 business days), issue renewed TDRs to the said Holder. From the time the individual TDRs become lost or damaged until renewed TDRs are issued, the rights of the Holders will not be affected. (Applicable when the Depositary Institution may print physical TDRs in accordance with applicable laws and regulations.)

Article 18 (Compensation and Fees of the Depositary Institution)
    The Depositary Institution may charges the compensation and fees below for services provided pursuant to this Agreement:
  1. Compensation and fees charged from the Foreign Issuer (payment schedule and time):
  2. Compensation and fees charged from the Holders (payment schedule and time):
    1. In the event of issuance of TDRs, NT$ XXX is charged per unit (except for initial offering)
    2. In the event cancellation of TDRs due to redemption or sale of deposited assets, NT$ XXX is charged per unit.
    3. In the event of distribution of cash and other assets or rights in accordance with this Agreement XX% of the distribution amount or NT$ XXX is charged per unit.
    4. In the event of printing or renewal of individual TDRs in accordance with this Agreement, NT$ XXX is charged per individual TDR.
Article 19 (Undertakings of the Foreign Issuer)
    The Foreign Issuer undertakes and agrees to the terms below during the period of validity of the TDRs:
  1. The Foreign Issuer shall use its best efforts to maintain the listing of TDRs and deposited securities on the Taiwan Stock Exchange and the stock exchange of the listing places or countries. The Foreign Issuer shall also, in accordance with the relevant TDR laws and regulations or the relevant stock exchange rules, provide information and documents to the Depositary Institution in Traditional Chinese to be announced and filed by the Depositary Institution.
  2. Termination of the designation of the Depositary Institution by the Foreign Issuer or resignation of the Depositary Institution is subject to written notice given no less than 90 days in advance. Upon giving notice, the Foreign Issuer shall appoint a succeeding Depositary Institution that may, according to law, engage in deposit business, as soon as possible.
  3. Unless forbidden by laws and regulations, the Foreign Issuer shall assist the Depositary Institution in obtaining all relevant registration and approvals for completing the distribution of cash, shares, or other assets or rights in accordance with this Agreement.
  4. The Foreign Issuer shall perform its obligations in this Agreement in accordance with the laws and regulations as well as listing rules of the R.O.C., the place or country of registration, and the listing places or countries.
Article 20 (Custodian Institution)
  1. The Foreign Issuer agrees that the Depositary Institution may sign a custodian agreement or other documents with the Custodian Institution for the benefit of the Holders. The Depositary Institution shall, with the care of a good administrator, designate a Custodian Institution to take care of deposited assets for the benefit of the Holders, make a custodian agreement or other documents with the Custodian Institution for the care of the securities represented by the TDRs, and procure that the Custodian Institution perform its custody obligations in accordance with this Agreement and the custodian agreement.
  2. Unless the succeeding Custodian Institution is a branch or affiliate of the Depositary Institution and notice of the resignation of the Custodian Institution or termination of its designation by the Depositary Institution takes effect upon the designation by the Depositary Institution of the succeeding Custodian Institution, the resignation of the Custodian Institution or termination of its designation by the Depositary Institution is subject to written notice given no less than 90 days in advance. Upon receipt notice of such resignation or termination, the Depositary Institution shall immediately consult with the Foreign Issuer and assign a succeeding Custodian Institution as soon as possible before the expiry of time limit notified. The Depositary Institution shall also inform the Holders of the change of Custodian Institutions in the manner prescribed by this Agreement as soon as possible.
  3. The Depositary Institution shall request the Custodian Institution to confirm that the deposited shares are registered under the name of the Depositary Institution, the Custodian Institution, or the person designated thereby, provided that the Depositary Institution, Custodian Institution, or said person holds the deposited shares only for the benefit of the Holders. The Depositary Institution shall also request the Custodian Institution to store all the deposited assets in the account of the Depositary Institution separate from all other assets the Custodian Institution keeps for others, especially assets and objects that are in the same category. The accounts of the Custodian Institution for deposited assets shall all be independent and separate from those for others.
Article 21 (Agent for Stock Affairs)
  1. In order to perform the obligations in this Agreement, the Depositary Institution may choose one (or more) agents for stock affairs, provided it shall exercise its duty of care as a good administrator in choosing and supervising the above agents and be liable for losses and costs resulting from any wilful misconduct or negligence in the performance or non-performance of this Agreement by such agent. The Depositary Institution shall negotiate with the Foreign Issuer the sharing of the costs of the agent above.
  2. The Depositary Institution shall inform the Holders as soon as possible in the manner prescribed by this Agreement of any change of the specific business place of the Depositary Institution and agent for stock affairs.
Article 22 (Amendment of the Deposit Agreement)
    Any amendment to the deposit agreement is subject to written agreement of both the Foreign Issuer and the Depositary Institution and shall be notified to the Holders as soon as possible. However, any amendment which may increase the Holders' costs (unless otherwise specified in this Agreement)or which the Depositary Institution otherwise believes will damage the interests of the Holders materially shall take effect upon data upload by the Depository Institution on the information reporting website designated by the competent authority and/or service of a written notice by the Depositary Institution on the Holders (not shorter than 30 days). Until the amendment takes effect, the Holders are exempt from paying the Depository Institution the compensation and fees otherwise payable under this Agreement. When the above-mentioned amendment takes effect, the Holders who continue to hold the TDRs are deemed to have agreed to such amendment which impacts their interests and shall be bound by such amendment. Any amendment prejudicial to the Holders' right under this Agreement to sell or redeem deposited assets shall be void, except amendments made in response to changes in laws and regulations or a request from the related competent authority.

Article 23 (Resignation of the Depositary Institution and)
    Termination of the Designation of the Depositary Institution by the Foreign Issuer
  1. If the Foreign Issuer desires to terminate the designation of the Depositary Institution, it shall inform the Depositary Institution and the Custodian Institution in writing before the termination date (no less than 90 days). Upon receipt of the above notice, the Depositary Institution shall inform the Holders before the termination date (no less than 60 days) in with the manner prescribed by this Agreement. The termination of the designation of the Depositary Institution by the Foreign Issuer shall take effect from the termination date specified in the above written notice. If the Depositary Institution intends to resign, it shall notify the issuing company and the Custodian Institution in writing before the resignation date (no less than 90 days) and obtain approval from the Foreign Issuer. If the Foreign Issuer fails to assign a succeeding Depositary Institution by the expiration of the above 90 days' period, the resignation of the Depositary Institution shall automatically take effect upon the assignment by the Foreign Issuer of a succeeding Depositary Institution.
  2. After the resignation of the Depositary Institution or termination of the designation of the Depositary Institution by Foreign Issuer, the Depositary Institution shall provide the succeeding Depositary Institution with all information and records relevant to the deposited assets to enable the succeeding Depositary Institution to perform its obligations in accordance with this Agreement. The Depositary Institution shall also deliver all the assets and cash which it keeps in its custody in accordance with this Agreement, to the succeeding Depositary Institution. Upon the resignation of the Depositary Institution or termination of the designation of the Depositary Institution by the Foreign Issuer, the Custodian Institution shall be deemed the Custodian Institution of the succeeding Depositary Institution and take custody of the deposited assets for the succeeding Depositary Institution. Except its obligations under the applicable laws and regulations and this Agreement prior to its resignation or the termination by the Foreign Issuer, the Depositary Institution shall have no rights or obligations to the Foreign Issuer or the Holders after discharge.
Article 24 (Termination of the Deposit Agreement)
  1. The Foreign Issuer or Depositary Institution may upon notice given to the other and the Custodian Institution in writing (no less than 90 days) terminate this Agreement. If the Depositary Institution desires to terminate this Agreement, such termination will take effect only upon the assignment by the Foreign Issuer of a succeeding Depositary Institution (when necessary, subject to approval from the competent authority of the R.O.C.). The Depositary Institution shall inform the Holders in the manner prescribed by this Agreement before the termination date of this Agreement (no less than 60 days.)
  2. From the time that the Depositary Institution gives the above notice to the Holders until the termination of this Agreement, the Holders may deliver the relevant TDRs to the Depositary Institution in accordance with this Agreement and request according to this Agreement to sell or redeem the deposited assets represented by the TDRs they hold, without being required to pay compensation or fees to the Depositary Institution in the manner prescribed by this Agreement.
  3. Where there are still outstanding TDRs not yet cancelled upon the termination of this Agreement, the Depositary Institution may not register any assignment, distribute dividends, make any distribution, or take any action apart from delivering to the Holders the proceeds from the sale of the relevant deposited assets and any cash then not delivered to the Holders. After selling the said deposited assets, the Depositary Institution shall no longer be liable under this Agreement except to the Holders for the net revenue from the sale and other cash constituting deposited assets (free of interest).
Article 25 (Revocation of the Approval of Issuance and Delisting)
    If (1) the competent securities authority of the R.O.C. revokes or invalidates the approval for the sponsorship by the Foreign Issuer of the issuance and offering of TDRs, (2) the TWSE terminates the listing and trading of TDRs, or (3) the securities represented by the TDRs are delisted in the listing places or countries, the deposit agreement will terminate on the day of such revocation or delisting. In such event, the Depositary Institution may no longer issue TDRs. As regards TDRs for which payment has been collected but which have not yet been issued, the Foreign Issuer shall, within a certain period (less than10 days) of its receipt of the of revocation or termination notice or the delisting day, return the payment with interest in accordance with the applicable laws. With respect to issued TDRs, the Depositary Institution shall immediately sell the deposited securities and other assets stored in the Custodian Institution and return the proceeds to the Holders after deducting all necessary costs.

Article 26 (Return of Required Documents, Taxes, and Other Costs)
    The right of the Depositary Institution to dispose of the deposited assets and ways to inform Holders when the Depositary Institution advances fees or various expenses and the failure of the Holders to pay the relevant fees pursuant to the Agreement.

Article 27 (Notice)
  1. All notices and requests to the Foreign Issuer or the Depositary Institution or agreements and confirmations under this Agreement shall be delivered by registered mail, fax, telegram, other electronic means or personal delivery to the premises of the Foreign Issuer or the Depositary Institution or by other means of contact notified to the other party.
  2. Acceptance by the Depositary Institution or the Foreign Issuer of notices from Holders or any other person is governed by the above provision.
  3. If the Foreign Issuer give notices to its shareholders or the holders of other deposited assets by mail, public announcement or other means, whether the notice is related to the distribution of dividends or other interests or to the calling or postponing of shareholders meetings, the Foreign Issuer shall deliver said notice in Traditional Chinese to the Depositary Institution. If the Foreign Issuer fails to serve such notice in Traditional Chinese on the Depositary Institution, the Depositary Institution may have the notice translated into Traditional Chinese at the cost of the Foreign Issuer. Upon receipt of the Traditional Chinese notice or completing the translation, the Depositary Institution shall immediately mail the notice or translation to the Holders and, in accordance with applicable laws and regulations, upload the data to the information reporting website designated by the competent securities authority of the R.O.C. The Depositary Institution is deemed to have given notice to the Holders upon completion of the upload. An alternative shall be specified for the circumstances where the Depositary Institution is prevented by the failure of the Foreign Issuer to deliver the notice to the Depositary Institution on time from mailing the notice the Holders on timely.
  4. When the Depositary Institution receives the financial statements of the Foreign Issuer not in Traditional Chinese, the Depositary Institution shall have such statements translated into Traditional Chinese at the cost of the Foreign Issuer, make available the translated financial statements at the principal place of business of its trust department to all Holders, and upload the same to the information reporting website designated by the competent securities authority of the R.O.C.
  5. If the Depositary Institution receives annual reports provided by the Foreign Issuer' in accordance with the applicable laws and regulations and this Agreement not in Traditional Chinese, the Depositary Institution shall have the reports translated into Traditional Chinese at the cost of the Foreign Issuer, make the translated annual reports available at the principal place of business of its trust department to all Holders, and upload the same to the information reporting website designated by the competent securities authority of the R.O.C.
  6. In the event of an amendment to this Agreement, the Depositary Institution shall upload the amendment to the information reporting website designated by the competent securities authority of the R.O.C. at the cost of the Foreign Issuer, and make available the amendment at the principal place of business of its trust department to all Holders.
  7. Upon receipt by the Depositary Institution of any information provided by the Foreign Issuer pursuant to the relevant securities laws and regulations and listing rules of the R.O.C. which has a material impact on the rights and interests of the shareholders or securities prices, if the information is not provided in Traditional Chinese, the Depositary Institution shall have it translated into Traditional Chinese at the cost of the Foreign Issuer and upload it to the information reporting website designated by the competent securities authority of the R.O.C.
Article 28 (Severability)
    The invalidity, illegality or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement.

Article 29 (Counterparts)
    Counterparts of this Agreement shall be stored in the principal place of business of the Depositary Institution (trust department). Holders may access such documents during normal business hours at the above-mentioned place of business.

Article 30 (Governing Law and Venue)
  1. The laws of the R.O.C. shall govern this Agreement and the TDRs.
  2. Any judicial proceedings arising from this Agreement shall be litigated in the Taipei District Court, Taiwan.
  3. The Foreign Issuer hereby assigns XXXX to be its litigation and non-litigation attorney in the R.O.C. and to receive process of all documents and notices on behalf of the Foreign Issuer in its capacity as litigation and non-litigation attorney of the Foreign Issuer in the R.O.C. If for any reason the Foreign Issuer does not have such an attorney in Taiwan, it shall assign a substitute attorney and inform the Depositary Institution.

    Parties

    Foreign Issuer:
    Representative:
    Address:

    Depositary Institution:
    Representative:
    Address


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