Common use of Certain Rights of the Depositary; Limitations Clause in Contracts

Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this paragraph (26), the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible Securities. In its capacity as Depositary, the Depositary shall not lend Deposited Securities or ADSs; provided, however, that, subject to Republic of China rules and regulations, the Depositary may (i) issue ADSs prior to the receipt of Eligible Securities pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Deposited Securities prior to the receipt of ADSs for cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Eligible Securities may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Eligible Securities under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Eligible Securities or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities or ADSs in its records and to hold such Eligible Securities or ADSs in trust for the Depositary until such Eligible Securities or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities or ADSs and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Eligible Securities involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

Certain Rights of the Depositary; Limitations. Subject always to the laws and regulations of the Republic of China and to the further terms and provisions of this paragraph Paragraph (26)24) and Section 5.10 of the Deposit Agreement, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible Securities. In its capacity as Depositary, the Depositary shall not lend Deposited Securities or ADSs; provided, however, that, subject to Republic of China rules and regulations, that the Depositary may may, to the extent permitted by applicable law, (i) issue ADSs prior to the receipt of Eligible Securities pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Deposited Securities only upon the prior to the receipt of ADSs for cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Eligible Securities may not have been received (each such transaction in (i) above a “"Pre-Release Transaction”"). The Depositary may receive ADSs in lieu of Eligible Securities under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “"Applicant”") to whom ADSs or Shares Deposited Securities are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Eligible Securities or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities or ADSs in its records and to hold such Eligible Securities or ADSs in trust for the Depositary until such Eligible Securities or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities or ADSs Securities, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. United States government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ ' notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Eligible Securities involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriateappropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary may also set limits with respect to the number of ADSs and Shares Eligible Securities involved in Pre-Release Transactions with any one person on a case-by-case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).. Temporary COP ADSs, Temporary EC ADSs, Certificate of Payment and Entitlement Certificates shall not be eligible for Pre-Release Transactions hereunder. In addition, to the extent permitted under applicable law, in its capacity as Depositary, the Depositary may, when a Holder of ADSs so requests, cause the Deposited Shares to be sold and deliver the proceeds of the sale prior to the receipt and cancellation of ADSs (each such transaction a "Pre-Cancellation Sale") prior to the receipt of ADSs for cancellation. Each such Pre-Cancellation Sale will be (a) accompanied by or subject to a written agreement whereby the person or entity (the "Applicant") to whom the proceeds of the sale of Deposited Securities are to be delivered which, (i) represents that at the time of the Pre-Cancellation Sale, the Applicant or its customer owns the ADSs that are to be delivered by the Applicant under such Pre-Cancellation Sale, (ii) agrees to indicate the Depositary as owner of such ADSs in its records and to hold such ADSs in trust for the Depositary until such ADSs are delivered to the Depositary, (iii) unconditionally guarantees to deliver to the Depositary such ADSs, and (iv) agrees to any additional restrictions or requirements that the Depositary deems appropriate; (b) at all times fully collateralized with cash, United States government securities or such other collateral as the Depositary deems appropriate; (c) terminable by the Depositary on not more than five (5) business days notice; and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will normally limit the number of Deposited Securities involved in such Pre-Cancellation Sales at any one time to thirty percent (30%) of the Deposited Securities outstanding, provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems appropriate. (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises. Dated: Name: ---------------------------------- By: Title:

Certain Rights of the Depositary; Limitations. Subject always to the laws and regulations of the Republic of China and to the further terms and provisions of this paragraph Paragraph (26)24) and Section 5.10 of the Deposit Agreement, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible Securities. In its capacity as Depositary, the Depositary shall not lend Deposited Securities or ADSs; provided, however, that, subject to Republic of China rules and regulations, that the Depositary may may, to the extent permitted by applicable law, (i) issue ADSs prior to the receipt of Eligible Securities pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Deposited Securities only upon the prior to the receipt of ADSs for cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Eligible Securities may not have been received (each such transaction in (i) above a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Eligible Securities under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares Deposited Securities are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Eligible Securities or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities or ADSs in its records and to hold such Eligible Securities or ADSs in trust for the Depositary until such Eligible Securities or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities or ADSs Securities, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. United States government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ ' notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Eligible Securities involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriateappropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary may also set limits with respect to the number of ADSs and Shares Eligible Securities involved in Pre-Release Transactions with any one person on a case-by-case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). Temporary COP ADSs, Temporary EC ADSs, Certificate of Payment and Entitlement Certificates shall not be eligible for Pre-Release Transactions hereunder. In addition, to the extent permitted under applicable law, in its capacity as Depositary, the Depositary may, when a Holder of ADSs so requests, cause the Deposited Shares to be sold and deliver the proceeds of the sale prior to the receipt and cancellation of ADSs (each such transaction a “Pre-Cancellation Sale”) prior to the receipt of ADSs for cancellation. Each such Pre-Cancellation Sale will be (a) accompanied by or subject to a written agreement whereby the person or entity (the “Applicant”) to whom the proceeds of the sale of Deposited Securities are to be delivered which, (i) represents that at the time of the Pre-Cancellation Sale, the Applicant or its customer owns the ADSs that are to be delivered by the Applicant under such Pre-Cancellation Sale, (ii) agrees to indicate the Depositary as owner of such ADSs in its records and to hold such ADSs in trust for the Depositary until such ADSs are delivered to the Depositary, (iii) unconditionally guarantees to deliver to the Depositary such ADSs, and (iv) agrees to any additional restrictions or requirements that the Depositary deems appropriate; (b) at all times fully collateralized with cash, United States government securities or such other collateral as the Depositary deems appropriate; (c) terminable by the Depositary on not more than five (5) business days notice; and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will normally limit the number of Deposited Securities involved in such Pre-Cancellation Sales at any one time to thirty percent (30%) of the Deposited Securities outstanding, provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems appropriate.

Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this paragraph Paragraph (2625), the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible Securities. In its capacity as Depositary, the Depositary shall not lend Deposited Securities Shares or ADSs; provided, however, that, subject to Republic of China rules Japanese law and regulations, the Depositary may (i) issue ADSs prior to the receipt of Eligible Securities Shares pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Deposited Securities prior to the receipt of ADSs for cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Eligible Securities may not have been received (each such transaction a “"Pre-Release Transaction”"). The Depositary may receive ADSs , in lieu each case only in respect of Eligible Securities under (i) above and receive Shares in lieu integral multiples of ADSs under (ii) aboveADS Units. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “"Applicant”") to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Eligible Securities or ADSs Shares that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities or ADSs Shares in its records and to hold such Eligible Securities Shares or ADSs in trust for the Depositary until such Eligible Securities or ADSs Shares are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities or ADSs Shares, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Eligible Securities involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) aboveany Pre-Release Transaction), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).. (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premises. Dated: Name: By: Title:

Certain Rights of the Depositary; Limitations. Subject always to the laws and regulations of the Republic of China and to the further terms and provisions of this paragraph Article (26)25) and Section 5.10 of the Deposit Agreement, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible Securities. In its capacity as Depositary, the Depositary shall not lend Deposited Securities or ADSs; provided, however, that, subject to Republic of China rules and regulations, that the Depositary may may, to the extent permitted by applicable law, (i) issue ADSs prior to the receipt of Eligible Securities pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Deposited Securities prior to the receipt of ADSs for cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Eligible Securities may not have been received (each such transaction a “"Pre-Release Transaction”"). The Depositary may receive ADSs in lieu of Eligible Securities under (i) above and receive Shares Eligible Securities in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “"Applicant”") to whom ADSs or Shares Deposited Securities are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Eligible Securities or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities or ADSs in its records and to hold such Eligible Securities or ADSs in trust for the Depositary until such Eligible Securities or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities or ADSs ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. United States government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ ' notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Eligible Securities involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares Eligible Securities involved in Pre-Release Transactions with any one person on a case-by-case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). Temporary PC ADSs, Temporary EC ADSs, Payment Certificates and Entitlement Certificates shall not be eligible for Pre-Release Transactions hereunder. In addition, in its capacity as Depositary, the Depositary may, when a Holder of ADRs so requests, cause the Deposited Shares to be sold and deliver the proceeds of the sale prior to the receipt and cancellation of ADSs (each such transaction a "Pre-Cancellation Sale") prior to the receipt of ADSs for cancellation. Each such Pre-Cancellation Sale will be (a) accompanied by or subject to a written agreement whereby the person or entity (the "Applicant") to whom the proceeds of the sale of Deposited Securities are to be delivered which, (i) represents that at the time of the Pre-Cancellation Sale the Applicant or its customer owns the ADSs that are to be delivered by the Applicant under such Pre-Cancellation Sale, (ii) agrees to indicate the Depositary owner of such ADSs in its records and to hold such ADSs in trust for the Depositary until such ADSs are delivered to the Depositary, (iii) unconditionally guarantees to deliver to the Depositary such ADSs, and (iv) agrees to any additional restrictions or requirements that the Depositary deems appropriate; (b) at all times fully collateralized with cash, United States government securities or such other collateral as the Depositary deems appropriate; (c) terminable by the Depositary on not more than five (5) business days notice; and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Deposited Securities involved in such Pre-Cancellation Sales at any one time to thirty percent (30%) of the Deposited Securities outstanding, provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.

Certain Rights of the Depositary; Limitations. Subject always to the laws and regulations of the Republic of China and to the further terms and provisions of this paragraph Paragraph (26)24) and Section 5.10 of the Deposit Agreement, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible Securities. In its capacity as Depositary, the Depositary shall not lend Deposited Securities or ADSs; provided, however, that, subject to Republic of China rules and regulations, that the Depositary may may, to the extent permitted by applicable law, (i) issue ADSs prior to the receipt of Eligible Securities pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Deposited Securities only upon the prior to the receipt of ADSs for cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Eligible Securities may not have been received (each such transaction in (i) above a “"Pre-Release Transaction”"). The Depositary may receive ADSs in lieu of Eligible Securities under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “"Applicant”") to whom ADSs or Shares Deposited Securities are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Eligible Securities or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities or ADSs in its records and to hold such Eligible Securities or ADSs in trust for the Depositary until such Eligible Securities or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities or ADSs Securities, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. United States government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ ' notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Eligible Securities involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriateappropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary may also set limits with respect to the number of ADSs and Shares Eligible Securities involved in Pre-Release Transactions with any one person on a case-by-case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). Temporary COP ADSs, Temporary EC ADSs, Certificate of Payment and Entitlement Certificates shall not be eligible for Pre-Release Transactions hereunder. In addition, to the extent permitted under applicable law, in its capacity as Depositary, the Depositary may, when a Holder of ADSs so requests, cause the Deposited Shares to be sold and deliver the proceeds of the sale prior to the receipt and cancellation of ADSs (each such transaction a "Pre-Cancellation Sale") prior to the receipt of ADSs for cancellation. Each such Pre-Cancellation Sale will be (a) accompanied by or subject to a written agreement whereby the person or entity (the "Applicant") to whom the proceeds of the sale of Deposited Securities are to be delivered which, (i) represents that at the time of the Pre-Cancellation Sale, the Applicant or its customer owns the ADSs that are to be delivered by the Applicant under such Pre-Cancellation Sale, (ii) agrees to indicate the Depositary as owner of such ADSs in its records and to hold such ADSs in trust for the Depositary until such ADSs are delivered to the Depositary, (iii) unconditionally guarantees to deliver to the Depositary such ADSs, and (iv) agrees to any additional restrictions or requirements that the Depositary deems appropriate; (b) at all times fully collateralized with cash, United States government securities or such other collateral as the Depositary deems appropriate; (c) terminable by the Depositary on not more than five (5) business days notice; and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will normally limit the number of Deposited Securities involved in such Pre-Cancellation Sales at any one time to thirty percent (30%) of the Deposited Securities outstanding, provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems appropriate.

Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this paragraph (2625), the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Eligible Securities Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible SecuritiesShares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible SecuritiesShares. In its capacity as Depositary, the Depositary shall not lend Deposited Securities Shares or ADSs; provided, however, that, subject to Republic of China rules and regulations, that the Depositary may (i) issue ADSs prior to the receipt of Eligible Securities Shares pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Deposited Securities prior to the receipt of ADSs for cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Eligible Securities may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Eligible Securities under (i) above and receive Shares in lieu of ADSs under (ii) abovea Pre-Release Transaction. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Eligible Securities or ADSs Shares that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities or ADSs Shares in its records and to hold such Eligible Securities or ADSs Shares in trust for the Depositary until such Eligible Securities or ADSs Shares are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities or ADSs Shares and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Eligible Securities involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto whose taxpayer identification number is and whose address including postal zip code is , the within ADS and all rights thereunder, hereby irrevocably constituting and appointing attorney-in-fact to transfer said ADS on the books of the Depositary with full power of substitution in the premises. Dated: Name: By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this ADR. SIGNATURE GUARANTEED All endorsements or assignments of ADRs must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc.

Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this paragraph (26)27) and of the Regulation S Deposit Agreement, the DepositaryDeutsche Bank Trust Company Americas, its agents and Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible SecuritiesRegulation S GDRs. In its capacity as Depositary, the Depositary shall not lend Deposited Securities Shares or ADSsRegulation S GDRs; provided, however, that, subject to Republic of China rules and regulations, that the Depositary may (i) issue ADSs Regulation S GDRs prior to evidence of the receipt of Eligible Securities Shares pursuant to Section 2.3 of the Regulation S Deposit Agreement (including extracts from the Share Register) and (ii) deliver Deposited Securities Shares prior to the receipt and cancellation of ADSs Regulation S GDRs for cancellation upon withdrawal of Regulation S Deposited Securities pursuant to Section 2.7 of the Regulation S Deposit Agreement, including ADSs Regulation S GDRs which were issued under (i) above but for which Eligible Securities Shares may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs Regulation S GDRs in lieu of Eligible Securities Shares under (i) above and receive Shares in lieu of ADSs Regulation S GDRs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs Regulation S GDRs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Eligible Securities Shares or ADSs Regulation S GDRs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities Shares or ADSs Regulation S GDRs in its records and to hold such Eligible Securities Shares or ADSs Regulation S GDRs in trust for the Depositary until such Eligible Securities Shares or ADSs Regulation S GDRs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities Shares or ADSs Regulation S GDRs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs Regulation S GDRs and Eligible Securities Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs Regulation S GDRs outstanding (without giving effect to ADSs Regulation S GDRs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs Regulation S GDRs and Shares involved in Pre-Release Transactions with any one person on a case-by-case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders Holder (other than the Applicant). Prior to the Effective Time, the Depositary may require that the person to whom any Pre-Release Transaction is made pursuant to this paragraph deliver to the Depositary a duly completed and executed certificate and agreement in substantially the form of Exhibit D-1 to the Regulation S Deposit Agreement.

Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this paragraph (26)27 and of the Regulation S Deposit Agreement, Subject to the further terms and provisions of this Sections 5.10 and 3.05 of the Regulation S Deposit Agreement and applicable Korean law, the Depositary, its Affiliates and their agents, on their own behalf, agents may own and deal in any class of securities of the Company and its Affiliates and in ADSsRegulation S GDSs. The Depositary may issue ADSs cause the issuance of Regulation S GDSs against evidence of rights to receive Eligible Securities Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible SecuritiesShares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible SecuritiesShares furnished on behalf of the holder thereof. In its capacity as Depositary, the Depositary shall not lend Deposited Securities Shares or ADSsRegulation S GDSs; provided, however, that, subject that to Republic of China rules and regulationsthe extent permitted by Korean law, the Depositary may reserves the right to (i) issue ADSs cause the issuance of Regulation S GDSs prior to the receipt of Eligible Securities Shares pursuant to Section 2.3 of the Deposit Agreement 2.03 and (ii) deliver Deposited Securities Shares prior to the receipt and cancellation of ADSs for cancellation upon withdrawal of Deposited Securities Regulation S GDSs pursuant to Section 2.7 of the Deposit Agreement2.07, including ADSs Regulation S GDSs which were issued under (i) above but for which Eligible Securities Shares may not have been received (each such transaction a “Pre-Release Transaction”)received; further provided, however, that the Depositary shall not issue Regulation S GDSs prior to the receipt of Shares in the case of the deposit of Shares by the Company in connection with an offering of Regulation S GDSs or pursuant to Sections 4.02 or 4.04 of the Regulation S Deposit Agreement, unless requested by the Company and to the extent permitted by applicable Korean law. The Depositary may receive ADSs Regulation S GDSs in lieu of Eligible Securities Shares under (i) above and receive Shares in lieu of ADSs Regulation S GDSs under (ii) above. Each such Pre-Release Transaction will transaction shall be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs Regulation S GDSs or Shares are to be delivered or its customer (the "Applicant") (w) represents that at the time of the Pre-Release Transaction transaction the Applicant or its customer owns the Eligible Securities Shares or ADSs Regulation S GDSs that are to be delivered by the Applicant under such Pre-Release Transactiontransaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities Shares or ADSs Regulation S GDSs in its records and to hold such Eligible Securities Shares or ADSs Regulation S GDSs in trust for the Depositary until such Eligible Securities Shares or ADSs Regulation S GDSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities Shares or ADSs Regulation S GDSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems reasonably appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice ' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs Regulation S GDSs and Eligible Securities Shares involved in such Pre-Release Transactions transactions at any one time to thirty percent (30%) of the ADSs Regulation S GDSs outstanding (without giving effect to ADSs Regulation S GDSs outstanding under (i) above), ; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate; further, provided, however, that the Depositary shall not enter into any transaction under (i) or (ii) above that will have the effect of exceeding the thirty percent (30%) limitation without providing prior notice to the Company of the Depositary's entering into of any such transaction. The Depositary may also set limits with respect to the number of ADSs Regulation S GDSs and Shares involved in Pre-Release Transactions transactions under (i) or (ii) above with any one person on a case-by-case basis as it deems appropriate; provided, however, that the Depositary shall not enter into any transaction under (i) or (ii) above that will have the effect of exceeding the thirty percent (30%) limitation without providing prior notice to the Company of the Depositary's entering into of any such transaction. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). Dated: _______________ CITIBANK, N.A., as Depositary By: ________________________ Vice President The address of the Principal New York Office of the Depositary is 388 Greenwich Street, New York, New York 10013. (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto [___________] whose taxpayer identification number is [___________] and whose address including postal zip code is [_________________________________] the within Regulation S GDR and all rights thereunder, hereby irrevocably constituting and appointing attorney-in-fact to transfer said Regulation S GDR on the books of the Depositary with full power of substitution in the premises. In connection with the transfer of this Regulation S GDR during the Restricted Period, the undersigned Holder certifies that: (Check one) (a) This Regulation S GDR is being transferred to a person other than a U.S. Person (as defined in Regulation S under the Securities Act ("Regulation S")) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S. (b) This Regulation S GDR is being transferred pursuant to an exemption from registration provided by Rule 144 under the Securities Act. (c) This Regulation S GDR is being transferred pursuant to an effective registration statement under the Securities Act. If none of the boxes above is checked, the Depositary shall not be obligated to register this Regulation S GDR in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Regulation S Deposit Agreement shall have been satisfied.

Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this paragraph (26)25) and Section 5.10 of the Deposit Agreement, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Eligible Securities Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible SecuritiesShares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible SecuritiesShares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. In its capacity as Depositary, the Depositary shall not lend Deposited Securities Shares or ADSs; provided, however, that, subject to Republic of China rules and regulations, that the Depositary may (i) issue ADSs prior to the receipt of Eligible Securities Shares pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Deposited Securities Shares prior to the receipt of ADSs for cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Eligible Securities Shares may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Eligible Securities Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Eligible Securities Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities Shares or ADSs in its records and to hold such Eligible Securities Shares or ADSs in trust for the Depositary until such Eligible Securities Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities Shares or ADSs and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Eligible Securities Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADS and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADS on the books of the Depositary with full power of substitution in the premises.

Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this paragraph (26)Section 5.11, the DepositaryCitibank, N.A. and its Affiliates and their agents, on their own behalf, agents may own and deal in any class of securities of the Company and its Affiliates and in ADSsReceipts. The Depositary may issue ADSs Receipts against evidence of rights to receive Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible SecuritiesSecurities furnished on behalf of the holder thereof. In its capacity as Depositary, the Depositary shall not lend Deposited Eligible Securities or ADSsReceipts; provided, however, that, subject to Republic of China rules and regulations, that the Depositary may may, to the extent permitted by applicable laws, (i) issue ADSs Receipts prior to the receipt of Eligible Securities pursuant to Section 2.3 of the Deposit Agreement 2.03 and (ii) deliver Deposited Eligible Securities prior to the receipt and cancellation of ADSs for cancellation upon withdrawal of Deposited Securities Receipts pursuant to Section 2.7 of the Deposit Agreement2.06, including ADSs Receipts which were issued under (i) above but for which Eligible Securities may not have been received (each such transaction a “"Pre-Release Transaction”"). The Depositary may receive ADSs Receipts in lieu of Eligible Securities under in satisfaction of a Pre-Release; provided that the Depositary may not execute any Pre-Release prior to receipt of any required ROC regulatory approval or if such release would violate applicable law. Each Pre-Release must be (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to preceded or accompanied by a written agreement whereby representation by the person or entity (the “"Applicant”") to whom ADSs the Receipts or Shares Eligible Securities are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant such Applicant, or its customer customer, owns the Eligible Securities or ADSs that are Receipts to be delivered by remitted, as the Applicant under such Pre-Release Transactioncase may be, (x) agrees to indicate the Depositary as owner of such Eligible Securities or ADSs in its records and to hold such Eligible Securities or ADSs in trust for the Depositary until such Eligible Securities or ADSs are delivered assigns all right, title and interest therein to the Depositary or for the Custodianbenefit of the Holders, and such other representations and agreements as are set forth in this Deposit Agreement, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities or ADSs and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (bii) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary deems appropriate, (ciii) terminable by the Depositary on not more than five (5) business days’ days notice and (div) subject to such the further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Eligible Securities involved in such Receipts that are outstanding at any time as a result of Pre-Release Transactions at any one time to thirty percent (will not normally exceed 30%) % of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above)Eligible Securities deposited hereunder, provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate, after consultation with the Company. The Depositary may also set limits with respect to the number of ADSs Receipts and Shares Eligible Securities involved in Pre-Release Transactions with any one person Applicant on a case-by-case by case basis as it deems appropriate. Neither Temporary ADSs nor any interest in any Certificate of Payment shall be eligible for Pre-Release Transactions hereunder. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (bii) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this paragraph (26)Section 5.11, the DepositaryCitibank, N.A. and its Affiliates and their agents, on their own behalf, agents may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible SecuritiesSecurities furnished on behalf of the holder thereof. In its capacity as Depositary, the Depositary shall not lend Deposited Eligible Securities or ADSs; provided, however, that, subject to Republic of China rules and regulations, that the Depositary may may, to the extent permitted by applicable laws, (i) issue ADSs prior to the receipt of Eligible Securities pursuant to Section 2.3 of the Deposit Agreement 2.03 and (ii) deliver Deposited Eligible Securities prior to the receipt and cancellation of ADSs for cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement2.06, including ADSs which were issued under (i) above but for which Eligible Securities may not have been received (each such transaction a “"Pre-Release Transaction”"). The Depositary may receive ADSs in lieu of Eligible Securities under (i) above and receive Shares in lieu satisfaction of ADSs under (ii) above. Each such a Pre-Release Transaction; provided that the Depositary may not execute any Pre-Release Transaction will prior to receipt of any required ROC regulatory approval or if such release would violate applicable law. Each Pre-Release Transaction must be (ai) subject to preceded or accompanied by a written agreement whereby representation by the person or entity (the “"Applicant”") to whom the ADSs or Shares Eligible Securities are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant such Applicant, or its customer customer, owns the Eligible Securities or ADSs that are to be delivered by remitted, as the Applicant under such Pre-Release Transactioncase may be, (x) agrees to indicate the Depositary as owner of such Eligible Securities or ADSs in its records and to hold such Eligible Securities or ADSs in trust for the Depositary until such Eligible Securities or ADSs are delivered assigns all right, title and interest therein to the Depositary or for the Custodianbenefit of the Holders, and such other representations and agreements as are set forth in this Deposit Agreement, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities or ADSs and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (bii) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary deems appropriate, (ciii) terminable by the Depositary on not more than five (5) business days’ days notice and (div) subject to such the further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Eligible Securities involved in such that are outstanding at any time as a result of Pre-Release Transactions at any one time to thirty percent (will not normally exceed 30%) % of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above)Eligible Securities deposited hereunder, provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate, after consultation with the Company. The Depositary may also set limits with respect to the number of ADSs and Shares Eligible Securities involved in Pre-Release Transactions with any one person Applicant on a case-by-case by case basis as it deems appropriate. Neither Temporary ADSs nor any interest in any Certificate of Payment shall be eligible for Pre-Release Transactions hereunder. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (bii) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this paragraph Paragraph (2625), the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible Securities. In its capacity as Depositary, the Depositary shall not lend Deposited Securities Shares or ADSs; provided, however, that, subject to Republic of China rules Japanese law and regulations, the Depositary may (i) issue ADSs prior to the receipt of Eligible Securities Shares pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Deposited Securities prior to the receipt of ADSs for cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Eligible Securities may not have been received (each such transaction a “"Pre-Release Transaction”"). The Depositary may receive ADSs , in lieu each case only in respect of Eligible Securities under (i) above and receive Shares in lieu integral multiples of ADSs under (ii) aboveADS Units. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “"Applicant”") to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Eligible Securities or ADSs Shares that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities or ADSs Shares in its records and to hold such Eligible Securities Shares or ADSs in trust for the Depositary until such Eligible Securities or ADSs Shares are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities or ADSs Shares, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Eligible Securities involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) aboveany Pre-Release Transaction), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).. (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this ADR. __________________________

Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this paragraph (2625), the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Eligible Securities Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible SecuritiesShares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible SecuritiesShares. In its capacity as Depositary, the Depositary shall not lend Deposited Securities Shares or ADSs; provided, however, that, subject to Republic of China rules and regulations, that the Depositary may (i) issue ADSs prior to the receipt of Eligible Securities Shares pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Deposited Securities prior to the receipt of ADSs for cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Eligible Securities may not have been received (each such transaction a “"Pre-Release Transaction”"). The Depositary may receive ADSs in lieu of Eligible Securities under (i) above and receive Shares in lieu of ADSs under (ii) abovea Pre-Release Transaction. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “"Applicant”") to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Eligible Securities or ADSs Shares that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities or ADSs Shares in its records and to hold such Eligible Securities or ADSs Shares in trust for the Depositary until such Eligible Securities or ADSs Shares are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities or ADSs Shares and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ ' notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Eligible Securities involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADS and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADS on the books of the Depositary with full power of substitution in the premises.

Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this paragraph Article (26)25) and Section 5.10 of the Deposit Agreement, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Eligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Eligible Securities. In its capacity as Depositary, the Depositary shall not lend Deposited Securities or ADSs; provided, however, that, subject to Republic of China rules and regulations, the Depositary may (i) issue ADSs prior to the receipt of Eligible Securities pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Deposited Securities prior to the receipt of ADSs for cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Eligible Securities may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Eligible Securities under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Eligible Securities or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities or ADSs in its records and to hold such Eligible Securities or ADSs in trust for the Depositary until such Eligible Securities or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities or ADSs and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Eligible Securities involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares Eligible Securities involved in Pre-Release Transactions with any one person on a case-by-case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). Temporary ADSs and interests in any Certificate of Payment shall not be eligible for Pre-Release Transactions hereunder. A-24 79 (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises. Dated: Name:________________________________ By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this Receipt. All endorsements or assignments of Receipts must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc. SIGNATURE GUARANTEED [THE RECEIPTS ISSUED IN RESPECT OF PARTIAL ENTITLEMENT AMERICAN DEPOSITARY SHARES SHALL BEAR THE FOLLOWING LEGEND ON THE FACE OF THE RECEIPT: "THIS RECEIPT EVIDENCES AMERICAN DEPOSITARY SHARES REPRESENTING PARTIAL ENTITLEMENT [COMMON SHARES] [INTERESTS IN THE CERTIFICATE OF PAYMENT] OF ADVANCED SEMICONDUCTOR ENGINEERING, INC., AND AS SUCH DO NOT ENTITLE THE HOLDERS THEREOF TO THE SAME PER-SECURITY ENTITLEMENT AS OTHER [COMMON SHARES] [INTERESTS IN THE CERTIFICATE OF PAYMENT] (WHICH ARE "FULL ENTITLEMENT" [COMMON SHARES] [INTERESTS IN THE CERTIFICATE OF PAYMENT]) ISSUED AND OUTSTANDING AT SUCH TIME. THE AMERICAN DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT SHALL ENTITLE HOLDERS TO DISTRIBUTIONS AND ENTITLEMENTS IDENTICAL TO OTHER AMERICAN DEPOSITARY SHARES WHEN THE [COMMON SHARES] [INTERESTS IN THE CERTIFICATE OF PAYMENT] REPRESENTED BY SUCH AMERICAN DEPOSITARY SHARES BECOME "FULL ENTITLEMENT" [COMMON SHARES] [INTERESTS IN THE CERTIFICATE OF PAYMENT]. FEE SCHEDULE DEPOSITARY FEES AND RELATED CHARGES All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement.