|
1
|
___________________ Company ("the Foreign Issuer") has applied to the Taiwan Stock Exchange Corporation (TWSE), in accordance with Article 139 of the Securities and Exchange Act, to list stock which it has received approval to issue. 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 Foreign Stock, the parties, having agreed to establish this contract, hereby set out provisions for compliance by the two parties, as follows:
Article 1
The Foreign Issuer is applying by means of this contract to list the following stock:
┌────┬────┬────┬───┬───┬───┬───┐
│Name of │Date of │No. of │Price │Total │No. of│Notes │
│stock │issuance│shares │per │value │shares│ │
│ │ │to be │share │of │to be │ │
│ │ │issued │(NT$) │issue │listed│ │
├────┼────┼────┼───┼───┼───┼───┤
│ │ │ │ │ │ │ │
└────┴────┴────┴───┴───┴───┴───┘
If the number of the Foreign Issuer's listed shares is subsequently increased or decreased, or if registered particulars of the shares are changed due to a change in the company's name, a capital decrease, or some other reason, then the TWSE-approved stock listing application (registration statement), as well as the increase/decrease or change in content set out in either the application for amendment of particulars or the reporting form for conversion of listed securities, will also be an integral part of this contract.
Article 2
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 Foreign 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 of those locations, then its agent 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 announce it publicly.
Article 3
All securities-related laws and regulations, TWSE bylaws, and matters publicly announced by the TWSE are an integral part of this contract and shall be complied with by the Foreign Issuer (agent institution), its agent for litigious and non-litigious matters, and the TWSE.
Article 4
After this listing contract takes effect, the Foreign Issuer and its agent (agent institution) shall pay a listing fee (as set out in the Table of Listing Fee Rate Standards adopted by the TWSE) to the TWSE upon initial listing and within one month of the beginning of each year thereafter.
The Rate Table for Listing Fees of the preceding paragraph is an integral part of this Contract, and if subsequently amended, the post-amendment Rate Table shall apply.
Article 4-1
If the Foreign Issuer intends to buy back on the TWSE centralized securities market any of its own shares, insofar as there is no conflict with the laws and regulations of the country in which it is registered, the foreign 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 Regulations Governing Repurchase of Listed Securities by Foreign Issuers in so doing.
When the foreign issuer buys back on the TWSE centralized securities market any of its own shares, it shall carry out filing and disclosure within the time limit provided in the applicable TWSE regulations concerning the disclosure of material information.
Article 5
The TWSE may impose an altered trading method on a listed stock 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 the trading of or delist the stock, and report the matter to the competent authority for recordation.
Article 6
The governing law for this contract is the law of the Republic of China. The Taiwan Taipei District Court is the competent court of jurisdiction for any litigation arising in connection with this contract.
Article 7
This contract is made in five originals. One original shall be delivered to the competent authority and the remainder held by the Foreign Issuer (or its agent institution) and the TWSE.
Article 8
This contract shall be reported to the competent authority for recordation.
Signed:
Foreign Issuer:
Statutory representative:
Address:
Agent for litigious and non-litigious matters:
Address:
Taiwan Stock Exchange Corporation
Statutory representative:
Address:
Date:
|