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Article 31
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The following particulars shall be specified in the deposit contract:
- The name, nationality and location of principal place of business of the contracting parties.
- The total dollar amount, total number of units, and number of the underlying securities represented by and the projected issue price per unit of the TDRs to be issued.
- The depositary institution shall use its reasonable and diligent efforts to select a custodian institution for the interest of the holders of TDRs and to enter into a custody contract or other documents for custody of the underlying securities represented by the depositary receipts.
- The obligations and responsibilities of the depositary institution.
- The method for calculation of the remuneration payable to the depositary institution and the manner and term for payment thereof.
- An undertaking from the secondary exchange (or OTC) listed company to provide reports to the depositary institution in accordance with the requirements of the FSC and the securities laws and regulations of its country of registration and the country where its securities are listed.
- The underlying securities represented by TDRs shall all be placed under the custody of a custodian institution.
- The fees and expenses for the purchase of TDRs.
- The manner for registration of the transfer of TDRs.
- Taxation to be leviable on TDRs.
- The method for fixing the record date for determination of entitlement to any right or dividend.
- The consent to allow the depositary institution to exercise the shareholders' rights on behalf of the holders of TDRs.
- The fact that the depositary institution is authorized to handle subscription of new shares on behalf of the holders of TDRs.
- The method for the depositary institution to handle the distribution of dividends, bonus, interest or other benefits.
- The manner for the depositary institution's exercise of the shareholders' rights on behalf of holders.
- If the foreign issuer is conducting a merger, acquiring shares of another company, conducting an acquisition or demerger, or distributing non-cash dividends, the method for handling of the securities held by the holders of the TDRs.
- Any amendments to the agreement.
- The manner for handling the rescission of the agreement:
- The fact that the governing law shall be the laws of the ROC.
- The fact that, in case of litigation, the District Court of Taipei, Taiwan shall have jurisdiction; if there is any stipulation for arbitration, the details of such stipulation.
- Other important matters agreed upon by the contracting parties or required to be specified by the FSC.
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