Common use of Deposit with Custodian Clause in Contracts

Deposit with Custodian. The Depositary and the Company have been advised that under current ROC law, no deposits of Eligible Securities may be made in the ADS Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the ROC Securities and Futures Commission (the "SFC"), except in connection with the offering and the issuance of additional Eligible Securities in connection with (i) dividends on or free distributions of Eligible Securities, (ii) the exercise by Holders of their preemptive rights applicable to Eligible Securities evidenced by ADSs in the event of capital increases for cash or (iii) Entitlement Certificates or Shares delivered to holders of Bonds in connection with the exercise of conversion or exchange rights of Bonds for ADSs to the extent covered by SFC approval or (iv) as permitted hereunder, the purchase by any person directly or through the Depositary of Shares on the TSE or delivery of Shares to the Custodian for deposit in the ADS Facility, provided that the total number of ADSs outstanding after an issuance described in clause (iv) does not exceed the number of issued ADSs previously approved by the SFC (plus any ADSs created pursuant to clauses (i) and (ii) above). The Depositary and the Company have been advised that under current ROC law, in calculating the number of ADSs outstanding after the ADSs have been canceled upon the withdrawal of the corresponding Shares from the ADS facility, ADSs will continue to be deemed outstanding solely for such purpose if such Shares have not been sold in the ROC market following their withdrawal and continue to be held in the form of Shares by a non-ROC person. Subject to applicable laws and regulations of the Republic of China and to the terms and conditions of this Deposit Agreement and applicable law, Eligible Securities or evidence of rights to receive Eligible Securities (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity, but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company maintained by the Eligible Securities Registrar, if any, are closed, by Delivery of the Eligible Securities to the Custodian. Every deposit of Eligible Securities shall be accompanied by the following: (A) (i) in the case of Eligible Securities represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, and (ii) in the case of Eligible Securities delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Eligible Securities to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Eligible Securities by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of ADSs representing the Eligible Securities so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of China, provided, however, that no opinion of counsel shall be necessary in connection with the deposit by the Company of a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions), and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Eligible Securities are or have been recorded to the Depositary, the Custodian or any nominee of any distribution, or right to subscribe for additional Eligible Securities or to receive other property in respect of any such deposited Eligible Securities or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian and (ii) subject to ROC law and regulations if the Eligible Securities are registered in the name of the person on whose behalf they are presented for deposit, an authorization entitling the Depositary, the Custodian or any nominee to exercise voting rights in respect of the Eligible Securities for any and all purposes until the Eligible Securities so deposited are registered in the name of the Depositary, the Custodian or any nominee, as representative of the Holders and Beneficial Owners. The Initial Deposit(s) of Eligible Securities into the ADR Facility will be made, by or on behalf of the Company and certain shareholders approved to sell ADSs in the Offering, by (i) the Delivery to the Custodian by the Company of Shares and/or a Certificate of Payment evidencing the irrevocable right to receive the physical share certificates representing the Shares registered in the name of the nominee of the Depositary as representative of the Holders and Beneficial Owners, as instructed by the Depositary and (ii) the Delivery to the Custodian of Shares by or on behalf of certain selling shareholders. Subject to the terms and conditions of this Deposit Agreement, upon such Initial Deposit(s), the Depositary shall execute and deliver ADRs evidencing the ADSs representing the Deposited Securities constituting the Initial Deposit(s) in the manner provided in Section 2.5. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and neither the Depositary nor the Custodian, nor any nominee, agent or person acting on their behalf, shall knowingly, accept for deposit (a) any Restricted Securities nor (b) any fractional Eligible Securities nor (c) a number of Eligible Securities which upon application of the ADS-to-Eligible Securities ratio would give rise to fractional ADSs. In addition, the Depositary and the Custodian shall refuse to accept Shares for deposit (i) whenever notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable law or (ii) in the case of a deposit of Shares requested under Section 2.3 (iv), if such deposit is not permitted under any legal restriction notified by the Company to the Depositary from time to time, which restrictions may specify black-out periods during which deposits may not be made, minimum or maximum numbers of Shares and frequencies of deposit. Other than the Eligible Securities deposited by the Company that constitute a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions), no Eligible Securities shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Eligible Securities under the laws and regulations of the Republic of China and any necessary governmental approval has been granted in the Republic of China, if any. 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 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 Eligible Securities.

Deposit with Custodian. The Depositary and the Company have been advised that under current ROC Republic of China law, as in effect as of the date hereof, no deposits of Eligible Securities may be made in the ADS NYSE-listed ADR Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the ROC Republic of China Securities and Futures Commission (the "SFC"), except in connection with (i) the offering and the issuance distribution of additional Eligible Securities in connection with (i) dividends on or free distributions of Eligible Securities, (ii) the exercise by Holders of their preemptive rights applicable to Eligible Securities evidenced by ADSs in the event of capital increases for cash cash, or (iii) Entitlement Certificates or Shares delivered to holders of Bonds in connection with the exercise of conversion or exchange rights of Bonds for ADSs to the extent covered by SFC approval or (iv) purchase, as permitted hereunder, the purchase directly by any person directly or through the Depositary of Shares on the TSE or delivery of Shares to the Custodian for deposit in the ADS ADR Facility, provided that the total number of ADSs outstanding after an issuance described in clause (iviii) does not exceed the number of issued ADSs previously approved by the SFC in connection with the Offering (plus any ADSs created pursuant to clauses (i) and (ii) above), and subject to any adjustment in the number of Eligible Securities represented by each ADS. The Depositary and the Company have been advised that under current ROC law, as in calculating effect as of the number of ADSs outstanding after date hereof, issuances under clause (iii) above will be permitted only to the extent that previously issued ADSs have been canceled and the Eligible Securities withdrawn from the ADR Facility upon cancellation of such ADSs have been sold on the withdrawal TSE. Except as contemplated by Section 2.13 hereof, the Depositary will not accept any Shares for deposit pursuant to clause (iii) unless it receives satisfactory opinions of ROC and U.S. counsel to the Company to the effect that such Eligible Securities may lawfully be deposited pursuant to the Deposit Agreement and are not Restricted Securities. The laws of the corresponding Shares Republic of China applicable to the deposit of Eligible Securities may change from the ADS facility, ADSs time to time. There can be no assurances that current law will continue in effect or that future changes of Republic of China law will not adversely affect the ability to deposit Eligible Securities hereunder. The Initial Deposit(s) of Shares into the ADR Facilities will be deemed outstanding solely made, by or on behalf of the Company or the investors (or nominees for such purpose if such the investors) acquiring Shares have not been sold and/or ADSs in the ROC market following their withdrawal and continue Offering, by the delivery to be held the Custodian of a Certificate of Payment evidencing the irrevocable right to receive the physical share certificates representing the Shares registered in the form name of Shares the nominee of the Depositary as representative of the Holders, as instructed by a non-ROC personthe Depositary. Subject to the terms and conditions of this Deposit Agreement, upon such Initial Deposit(s), the Depositary shall execute and deliver ADRs evidencing the ADSs representing the Deposited Securities constituting the Initial Deposit(s) in the manner provided in Sections 2.5 and 2.12. Subject to applicable laws and regulations of the Republic of China and to the terms and conditions of this Deposit Agreement and applicable law, Eligible Securities or evidence of rights to receive Eligible Securities (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity, capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company maintained by or the Eligible Securities Registrar, if any, are closed, by Delivery of the Eligible Securities to the Custodian. Every deposit of Eligible Securities shall be accompanied by the following: (A) (i) in the case of Eligible Securities represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Eligible Securities represented by certificates in bearer form, the requisite coupons and talons pertaining thereto, and (iiiii) in the case of Eligible Securities delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Eligible Securities to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Eligible Securities by way of receipt) as may be reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of ADSs American Depositary Shares representing the Eligible Securities so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of China, provided, however, that no opinion of counsel shall be necessary in connection with the deposit by the Company of a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions), and (E) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Eligible Securities are or have been recorded to the Depositary, the Custodian or any nominee of any distribution, or right to subscribe for additional Eligible Securities or to receive other property in respect of any such deposited Eligible Securities or, in lieu thereof, such indemnity or other agreement as shall be reasonably satisfactory to the Depositary or the Custodian and (ii) subject to ROC law and regulations if the Eligible Securities are registered in the name of the person on whose behalf they are presented for deposit, an authorization a proxy or proxies entitling the Depositary, the Custodian or any nominee to exercise voting rights in respect of the Eligible Securities for any and all purposes until the Eligible Securities so deposited are registered in the name of the Depositary, the Custodian or any nominee. Except as contemplated by Section 2.13, as representative of the Holders and Beneficial Owners. The Initial Deposit(s) of Eligible Securities into the ADR Facility will be made, by or on behalf of the Company and certain shareholders approved to sell ADSs in the Offering, by (i) the Delivery to the Custodian by the Company of Shares and/or a Certificate of Payment evidencing the irrevocable right to receive the physical share certificates representing the Shares registered in the name of the nominee of the Depositary as representative of the Holders and Beneficial Owners, as instructed by the Depositary and (ii) the Delivery to the Custodian of Shares by or on behalf of certain selling shareholders. Subject to the terms and conditions of this Deposit Agreement, upon such Initial Deposit(s), the Depositary shall execute and deliver ADRs evidencing the ADSs representing the Deposited Securities constituting the Initial Deposit(s) in the manner provided in Section 2.5. Without without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and neither the Depositary nor the Custodian, nor any nominee, agent or person acting on their behalf, behalf shall knowingly, accept for deposit (a) any Restricted Securities nor (b) any fractional Eligible Securities nor (c) a number of Eligible Securities which upon application of the ADS-to-Eligible Securities ratio would give rise to fractional ADSs. In addition, the Depositary and the Custodian shall refuse to accept Shares for deposit (i) whenever notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable law or (ii) in the case of a deposit of Shares requested under Section 2.3 (iv), if such deposit is not permitted under any legal restriction notified by the Company to the Depositary from time to time, which restrictions may specify black-out periods during which deposits may not be made, minimum or maximum numbers of Shares and frequencies of deposit. Other than the Eligible Securities deposited by the Company that constitute a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions), no No Eligible Securities shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Eligible Securities under the laws and regulations of the Republic of China and any necessary governmental approval has been granted in the Republic of China, if any. 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 may consist of of, without limitation, written blanket or specific guarantees of ownership of Eligible Securities 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 Eligible Securities.

Deposit with Custodian. The Until the Depositary and is notified otherwise, the Company have been advised has informed the Depositary that under current ROC law, as in effect as of the date hereof, no deposits of Eligible Securities may be made in the ADS an ADR Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the ROC Securities and Futures Commission (the "SFC")SFB, except in connection with (i) the offering and the issuance distribution of additional Eligible Securities in connection with (i) dividends on or free distributions of Eligible Securities, (ii) the exercise by Holders of their preemptive rights applicable to Eligible Securities evidenced by ADSs in the event of capital increases for cash cash, or (iii) Entitlement Certificates or Shares delivered to holders of Bonds in connection with the exercise of conversion or exchange rights of Bonds for ADSs to the extent covered by SFC approval or (iv) purchase, as permitted hereunder, the purchase directly by any person directly or through the Depositary of Shares on the TSE or delivery of Shares to the Custodian for deposit in the ADS Share ADR Facility, provided that the total number of ADSs outstanding after an issuance described in clause (iviii) does not exceed the number of issued ADSs previously approved by the SFC SFB in connection with the Offering (plus any ADSs created pursuant to clauses (i) and (ii) above), and subject to any adjustment in the number of Eligible Securities represented by each ADS. The Depositary and the Company have been advised that under current Under ROC law, as in calculating effect as of the number of ADSs outstanding after date hereof, issuances under clause (iii) above will be permitted only to the extent that previously issued ADSs have been canceled and the Shares withdrawn from the Share ADR Facility upon cancellation of such ADSs have been sold on the withdrawal of TSE. Except as contemplated by Section 2.11 hereof, the corresponding Depositary will not accept any Shares from the ADS facility, ADSs Company or an Affiliate for deposit pursuant to clause (iii) unless it receives satisfactory opinions of ROC and U.S. counsel to the person(s) requesting to make such deposit to the effect that such Shares may lawfully be deposited pursuant to the Deposit Agreement and are not Restricted Securities. The laws of the ROC applicable to the deposit of Eligible Securities may change from time to time. There can be no assurances that current law will continue in effect or that future changes of ROC law will not adversely affect the ability to deposit Eligible Securities hereunder. Subject always to the laws and regulations of the ROC, the Initial Deposit of Eligible Securities into the ADR Facilities will be deemed outstanding solely made, by or on behalf of the Company or the investors (or nominees for such purpose if such Shares have not been sold the investors) acquiring Eligible Securities and/or ADSs in the ROC market following their withdrawal and continue Offering, by the Delivery to be held the Custodian of a Certificate of Payment evidencing the irrevocable right to receive the physical share certificates representing the Shares registered in the form name of Shares the nominee of the Depositary as representative of the Holders, as instructed by a non-ROC personthe Depositary. Subject to the terms and conditions of this Deposit Agreement, upon such Initial Deposit, the Depositary shall execute and deliver ADRs evidencing the ADSs representing the Deposited Securities constituting the Initial Deposit in the manner provided in Sections 2.5 and 2.11. Subject to applicable laws and regulations of the Republic of China ROC and to the terms and conditions of this Deposit Agreement and applicable law, Eligible Securities or evidence of rights to receive Eligible Securities (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity, capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company maintained by or the Eligible Securities Registrar, if any, are closed, by Delivery of the Eligible Securities to the Custodian. Every deposit of Eligible Securities shall be accompanied by the following: (A) (iA)(i) in the case of Eligible Securities represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Eligible Securities represented by certificates in bearer form, the requisite coupons and talons pertaining thereto, and (iiiii) in the case of Eligible Securities delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Eligible Securities to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Eligible Securities by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of ADSs American Depositary Shares representing the Eligible Securities so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of China, provided, however, that no opinion of counsel shall be necessary in connection with the deposit by the Company of a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions)ROC, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Eligible Securities are or have been recorded to the Depositary, the Custodian or any nominee of any distribution, or right to subscribe for additional Eligible Securities or to receive other property in respect of any such deposited Eligible Securities or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian and (ii) subject to ROC law and regulations if the Eligible Securities are registered in the name of the person on whose behalf they are presented for deposit, an authorization instruction or instructions entitling the Depositary, the Custodian or any nominee to exercise voting rights in respect of the Eligible Securities for any and all purposes until the Eligible Securities so deposited are registered in the name of the Depositary, the Custodian or any nominee, as representative of the Holders and Beneficial Owners. The Initial Deposit(s) of Eligible Securities into the ADR Facility will be made, by or on behalf of the Company and certain shareholders approved to sell ADSs in the Offering, by (i) the Delivery to the Custodian by the Company of Shares and/or a Certificate of Payment evidencing the irrevocable right to receive the physical share certificates representing the Shares registered in the name of the nominee of the Depositary as representative of the Holders and Beneficial Owners, as instructed by the Depositary and (ii) the Delivery to the Custodian of Shares by or on behalf of certain selling shareholders. Subject to the terms and conditions of this Deposit Agreement, upon such Initial Deposit(s), the Depositary shall execute and deliver ADRs evidencing the ADSs representing the Deposited Securities constituting the Initial Deposit(s) in the manner provided in Section 2.5. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and neither the Depositary nor the Custodian, nor any nominee, agent or person acting on their behalf, behalf shall knowingly, accept for deposit (a) any Restricted Securities nor (b) any fractional Eligible Securities nor (c) a number of Eligible Securities which upon application of the ADS-to-ADS to Eligible Securities ratio would give rise to fractional ADSs. In addition, the Depositary and the Custodian shall refuse to accept Shares for deposit (i) whenever notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable law or (ii) in the case of a deposit of Shares requested under Section 2.3 (iv), if such deposit is not permitted under any legal restriction notified by the Company to the Depositary from time to time, which restrictions may specify black-out periods during which deposits may not be made, minimum or maximum numbers of Shares and frequencies of deposit. Other than the Eligible Securities deposited by the Company that constitute a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions), no No Eligible Securities shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Eligible Securities under the laws and regulations of the Republic of China ROC and any necessary governmental approval has been granted by any governmental body in the Republic of ChinaROC, if any, which is then performing the function of the regulator of currency exchange. 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 Securities 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 Eligible Securities.

Deposit with Custodian. The Until the Depositary and the Company have been advised that is notified otherwise, under current ROC law, no deposits of Eligible Securities may be made in the ADS Facilityunder this Deposit Agreement, and no ADSs may be issued against such deposits, without receipt of specific approval of the ROC Securities and Futures Commission (the "SFC"), except in connection with the offering and the issuance of additional Eligible Securities in connection with (i) dividends on or free distributions of Eligible Securities, (ii) the exercise by Holders of their preemptive rights applicable to Eligible Securities evidenced by ADSs in the event of capital increases for cash or (iii) Entitlement Certificates or Shares delivered to holders of Bonds in connection with the exercise of conversion or exchange rights of Bonds for ADSs to the extent covered by SFC approval or (iv) as permitted hereunder, the purchase directly by any person directly or through the Depositary or its agent of Shares on the TSE for delivery to the Custodian or the delivery of Shares already held to the Custodian for deposit in the ADS Facilitydeposit, provided that the total number of ADSs outstanding after an issuance described in clause (iviii) does not exceed the number of issued ADSs previously approved by the SFC (plus any ADSs created pursuant to clauses (i) and (ii) above). The Depositary and the Company have been advised that under current ROC law, in calculating issuances under clause (iii) above will be permitted only to the number of ADSs outstanding after the extent that previously issued ADSs have been canceled upon and as permitted hereunder. The Depositary may in its discretion refuse to accept any Eligible Securities for deposit pursuant to clause (iii) unless it receives satisfactory evidence or notification from the withdrawal Company, which may include opinions of ROC and U.S. counsel to the Company, to the effect that such Eligible Securities may lawfully be deposited pursuant to the Deposit Agreement and are not Restricted Securities. Subject to the other provisions hereof, the Depositary may issue ADRs for delivery at the Transfer Office (i) only against deposit of: (a) at the time of any initial issuance by the Company, a global payment certificate which evidences the right to receive common shares, par value NT$10 each of the corresponding Company; (b) as permitted above in this Section 2.3, (c) upon issuance of common shares in physical certificate form or scripless form, par value NT$10 of the Company, and the exchange of the Payment Certificates evidenced by a master Payment Certificate listed on the TSE therefore and at all times Shares in form satisfactory to the Custodian; (d) rights to receive Shares from the ADS facilityCompany or any registrar, ADSs will continue transfer agent, clearing agent or other entity recording Share ownership or transactions; or (ii) pursuant to be deemed outstanding solely for such purpose if such Shares have not been sold a Pre-Release Transaction in the ROC market following their withdrawal and continue to be held in the form of Shares by a non-ROC personaccordance with Section 5.10 hereof. Subject to applicable laws any restrictions on deposit provided for under ROC law (including any approvals required from the FSC) and regulations of the Republic of China and to the terms and conditions of this Deposit Agreement and applicable law, Eligible Securities or evidence of rights to receive Eligible Securities (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity, but subject, howeverAgreement, in connection with the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company maintained by the Eligible Securities Registrar, if any, are closed, by Delivery of the Eligible Securities to the Custodian. Every deposit of Eligible Securities shall be accompanied by hereunder, the following: (A) (i) in Depositary or the case of Eligible Securities represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, Custodian may require the following in a form satisfactory to the Custodian, and it: (iia) in the case of Eligible Securities delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Eligible Securities to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Eligible Securities by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to execute and deliver issue to, or upon the written order of, the person(s) stated person or persons designated in such order a Receipt Direct Registration ADR or Receipts for ADRs evidencing the number of ADSs representing the such deposited Eligible Securities so deposited, (Da "Delivery Order"); (b) evidence satisfactory to the Depositary proper endorsements or duly executed instruments of transfer in respect of such deposited Eligible Securities; (which may be an opinion of counselc) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of China, provided, however, that no opinion of counsel shall be necessary in connection with the deposit by the Company of a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions), and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Eligible Securities are or have been recorded instruments assigning to the Depositary, the Custodian or any a nominee of either any distribution, distribution on or right to subscribe for additional Eligible Securities or to receive other property in respect of any such deposited Eligible Securities or, in lieu thereof, such or indemnity or other agreement as shall be satisfactory to the Depositary or therefor; and (d) proxies entitling the Custodian and (ii) subject to ROC law and regulations if vote such deposited Eligible Securities. As soon as practicable after the Eligible Custodian receives Deposited Securities are registered in the name pursuant to any such deposit or pursuant to any of the person on whose behalf they are presented for deposit, an authorization entitling the DepositarySections 4.1 through 4.5 or Section 4.11 hereof, the Custodian or any nominee to exercise voting rights in respect of the Eligible shall present such Deposited Securities for any and all purposes until the Eligible Securities so deposited are registered in registration of transfer into the name of the Depositary, the Custodian or any nomineea nominee of either, as representative to the extent such registration is practicable, at the cost and expense of the Holders person making such deposit (or for whose benefit such deposit is made) and Beneficial Ownersshall obtain evidence satisfactory to it of such registration. The Initial Deposit(s) Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of Eligible Securities into or governing the ADR Facility will Shares make delivery of certificates therefor impracticable, Shares may be madedeposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or on behalf an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the Company documents, payments and certain shareholders approved Delivery Order referred to sell ADSs in the Offering, by (i) the Delivery herein to the Custodian by or the Depositary. The Company of Shares and/or a Certificate of Payment evidencing the irrevocable right agrees to receive the physical share certificates representing the Shares registered in the name of the nominee of notify the Depositary as representative of the Holders and Beneficial Owners, as instructed by the Depositary and (ii) the Delivery any changes in ROC law or otherwise which would permit deposits to the Custodian of Shares by or on behalf of certain selling shareholders. Subject to the terms and conditions of this Deposit Agreement, upon such Initial Deposit(s), the Depositary shall execute and deliver ADRs evidencing the ADSs representing the Deposited Securities constituting the Initial Deposit(s) in the manner provided in Section 2.5be freely accepted hereunder. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and neither the Depositary nor the Custodian, nor any nominee, agent or person acting on their behalf, shall knowingly, accept for deposit (a) any Restricted Securities nor (b) any fractional Eligible Securities nor (c) a number of Eligible Securities which upon application of the ADS-to-Eligible Securities ratio would give rise to fractional ADSsSecurities. In addition, the Depositary and the Custodian shall may refuse to accept Shares for deposit (i) whenever notified, as hereafter provided, notified in writing that the Company has restricted transfer of such Shares to comply with delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable law or (ii) in the case of a deposit of Shares requested under Section 2.3 (iv), if such deposit is not permitted under any legal restriction notified by the Company to the Depositary from time to time, which restrictions may specify black-out periods during which deposits may not be made, minimum or maximum numbers of Shares and frequencies of deposit. Other than the Eligible Securities deposited by the Company that constitute a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions), no Eligible Securities shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Eligible Securities under the laws and regulations of the Republic of China and any necessary governmental approval has been granted in the Republic of China, if any. 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 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 Eligible Securities.ROC law

Deposit with Custodian. The Depositary and the Company have been advised that under current ROC Republic of China law, as in effect as of the date hereof, no deposits of Eligible Securities may be made in the ADS NYSE-listed ADR Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the ROC Republic of China Securities and Futures Commission (the "SFC"), except in connection with (i) the offering and the issuance distribution of additional Eligible Securities in connection with (i) dividends on or free distributions of Eligible Securities, (ii) the exercise by Holders of their preemptive rights applicable to Eligible Securities evidenced by ADSs in the event of capital increases for cash cash, or (iii) Entitlement Certificates or Shares delivered to holders of Bonds in connection with the exercise of conversion or exchange rights of Bonds for ADSs to the extent covered by SFC approval or (iv) purchase, as permitted hereunder, the purchase directly by any person directly or through the Depositary of Shares on the TSE or delivery of Shares to the Custodian for deposit in the ADS ADR Facility, provided that the total number of ADSs outstanding after an issuance described in clause (iviii) does not exceed the number of issued ADSs previously approved by the SFC in connection with the Offering (plus any ADSs created pursuant to clauses (i) and (ii) above), and subject to any adjustment in the number of Eligible Securities represented by each ADS. The Depositary and the Company have been advised that under current ROC law, as in calculating effect as of the number of ADSs outstanding after date hereof, issuances under clause (iii) above will be permitted only to the extent that previously issued ADSs have been canceled upon and the withdrawal of the corresponding Shares Eligible Securities withdrawn from the ADS facility, ADR Facility upon cancellation of such ADSs will continue to be deemed outstanding solely for such purpose if such Shares have not been sold in on the TSE. Except as contemplated by Section 2.13 hereof, the Depositary will not accept any Shares for deposit pursuant to clause (iii) unless it receives satisfactory opinions of ROC market following their withdrawal and continue U.S. counsel to the Company to the effect that such Eligible Securities may lawfully be held in deposited pursuant to the form of Shares by a non-ROC personDeposit Agreement and are not Restricted Securities. Subject to applicable The laws and regulations of the Republic of China and applicable to the terms and conditions of this Deposit Agreement and applicable law, Eligible Securities or evidence of rights to receive Eligible Securities (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity, but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company maintained by the Eligible Securities Registrar, if any, are closed, by Delivery of the Eligible Securities to the Custodian. Every deposit of Eligible Securities shall may change from time to time. There can be accompanied by no assurances that current law will continue in effect or that future changes of Republic of China law will not adversely affect the following: (A) (i) in the case of ability to deposit Eligible Securities represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, and (ii) in the case of Eligible Securities delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Eligible Securities to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Eligible Securities by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of ADSs representing the Eligible Securities so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of China, provided, however, that no opinion of counsel shall be necessary in connection with the deposit by the Company of a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions), and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Eligible Securities are or have been recorded to the Depositary, the Custodian or any nominee of any distribution, or right to subscribe for additional Eligible Securities or to receive other property in respect of any such deposited Eligible Securities or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian and (ii) subject to ROC law and regulations if the Eligible Securities are registered in the name of the person on whose behalf they are presented for deposit, an authorization entitling the Depositary, the Custodian or any nominee to exercise voting rights in respect of the Eligible Securities for any and all purposes until the Eligible Securities so deposited are registered in the name of the Depositary, the Custodian or any nominee, as representative of the Holders and Beneficial Ownershereunder. The Initial Deposit(s) of Eligible Securities Shares into the ADR Facility Facilities will be made, by or on behalf of the Company and certain shareholders approved to sell or the investors (or nominees for the investors) acquiring Shares and/or ADSs in the Offering, by (i) the Delivery delivery to the Custodian by the Company of Shares and/or a Certificate of Payment evidencing the irrevocable right to receive the physical share certificates representing the Shares registered in the name of the nominee of the Depositary as representative of the Holders and Beneficial OwnersHolders, as instructed by the Depositary and (ii) the Delivery to the Custodian of Shares by or on behalf of certain selling shareholdersDepositary. Subject to the terms and conditions of this Deposit Agreement, upon such Initial Deposit(s), the Depositary shall execute and deliver ADRs evidencing the ADSs representing the Deposited Securities constituting the Initial Deposit(s) in the manner provided in Sections 2.5 and 2.12. Except as contemplated by Section 2.5. Without 2.13, without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and neither the Depositary nor the Custodian, nor any nominee, agent or person acting on their behalf, behalf shall knowingly, accept for deposit (a) any Restricted Securities nor (b) any fractional Eligible Securities nor (c) a number of Eligible Securities which upon application of the ADS-to-Eligible Securities ratio would give rise to fractional ADSs. In addition, the Depositary and the Custodian shall refuse to accept Shares for deposit (i) whenever notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable law or (ii) in the case of a deposit of Shares requested under Section 2.3 (iv), if such deposit is not permitted under any legal restriction notified by the Company to the Depositary from time to time, which restrictions may specify black-out periods during which deposits may not be made, minimum or maximum numbers of Shares and frequencies of deposit. Other than the Eligible Securities deposited by the Company that constitute a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions), no No Eligible Securities shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Eligible Securities under the laws and regulations of the Republic of China and any necessary governmental approval has been granted in the Republic of China, if any. 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 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 Eligible Securities.the

Deposit with Custodian. The Depositary and Company or any other person acting on behalf of the Company have been advised that under current ROC lawwill, no deposits of Eligible Securities may be made in the ADS Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the ROC Securities and Futures Commission (the "SFC"), except in connection with the offering and the issuance of additional Eligible Securities in connection with (i) dividends on or free distributions of Eligible Securities, (ii) the exercise by Holders of their preemptive rights applicable to Eligible Securities evidenced by ADSs in the event of capital increases for cash or (iii) Entitlement Certificates or Shares delivered to holders of Bonds in connection with the exercise of conversion or exchange rights of Bonds for ADSs subject to the extent covered Scheme of Arrangement becoming effective, make the Initial Deposit by SFC approval or (iv) as permitted hereunder, the purchase by any person directly or through the Depositary of Shares on the TSE or delivery of Shares Delivery to the Custodian for deposit of Shares, registered in the ADS Facility, provided that name of the total number of ADSs outstanding after an issuance described in clause Depositary or its nominee (iv) does not exceed the number of issued ADSs previously approved as directed by the SFC (plus any ADSs created pursuant to clauses (iDepositary) and (ii) above). The Depositary and who will be the Company have been advised that under current ROC law, in calculating the number holder of ADSs outstanding after the ADSs have been canceled upon the withdrawal record of the corresponding Shares from the ADS facility, ADSs will continue to be deemed outstanding solely for all such purpose if such Shares have not been sold in the ROC market following their withdrawal and continue to be held in the form of Shares by a non-ROC personShares. Subject to applicable laws and regulations of the Republic of China and to the terms and conditions of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not, accept Shares for deposit under this Deposit Agreement and applicable lawsubsequent to the Initial Deposit other than (i) Shares issued to the person in whose name Deposited Securities are recorded (the "Registered Shareholder") as a dividend or free distribution upon such Deposited Securities pursuant to Section 4.2 (including a bonus issue of Shares), Eligible (ii) Shares acquired by the Registered Shareholder, Holders or Beneficial Owners from the Company through the exercise of rights, warrants or options distributed by the Company to such persons in respect of Deposited Securities, (iii) securities issued by the Company to the Registered Shareholder as such in respect of Deposited Securities as a result of reclassification of Shares or other Deposited Securities or evidence of rights similar event pursuant to receive Eligible Securities Section 4.11, and (other than Restricted Securitiesiv) as may otherwise be deposited permitted by any person (including applicable law and agreed by the Company and the Depositary in its individual capacity, but subject, however, in the case of the Company or any Affiliate of the Company, writing from time to Section 5.7 hereof) time. Permitted deposits may be made at any time, whether or not the transfer books of the Company maintained by or the Eligible Securities Share Registrar, if any, are closed, by Delivery of the Eligible Securities Shares to the Custodian. Every deposit of Eligible Securities shall be accompanied by the following: , and (A) (i) in the case of Eligible Securities Shares represented by certificates issued in registered form, ) appropriate instruments of transfer or endorsement, in a form satisfactory to the CustodianCustodian or, and (ii) in the case of Eligible Securities delivered Shares represented by book-entry transfer, confirmation certificates in bearer form) of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Eligible Securities to be so transferredrequisite coupons and talons pertaining thereto, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Eligible Securities Shares by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of ADSs Global Depositary Shares representing the Eligible Securities Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of China, provided, however, that no opinion of counsel shall be necessary in connection with the deposit by the Company of a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions)India, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Eligible Securities Shares are or have been recorded to the Depositary, the Custodian or any nominee of any distribution, or right to subscribe for additional Eligible Securities Shares or to receive other property in respect of any such deposited Eligible Securities Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian and (ii) subject to ROC law and regulations if the Eligible Securities Shares are registered in the name of the person on whose behalf they are presented for deposit, an authorization a proxy or proxies entitling the Depositary, the Custodian or any nominee to exercise voting rights in respect of the Eligible Securities Shares for any and all purposes until the Eligible Securities Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee, as representative of the Holders and Beneficial Owners. The Initial Deposit(s) of Eligible Securities into the ADR Facility will be made, by or on behalf of the Company and certain shareholders approved to sell ADSs in the Offering, by (i) the Delivery to the Custodian by the Company of Shares and/or a Certificate of Payment evidencing the irrevocable right to receive the physical share certificates representing the Shares registered in the name of the nominee of the Depositary as representative of the Holders and Beneficial Owners, as instructed by the Depositary and (ii) the Delivery to the Custodian of Shares by or on behalf of certain selling shareholders. Subject to the terms and conditions of this Deposit Agreement, upon such Initial Deposit(s), the Depositary shall execute and deliver ADRs evidencing the ADSs representing the Deposited Securities constituting the Initial Deposit(s) in the manner provided in Section 2.5. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and neither the Depositary nor the Custodian, nor any nominee, agent or person acting on their behalf, shall not knowingly, accept for deposit (a) any Restricted Securities nor (b) any fractional Eligible Shares or fractional Deposited Securities nor (c) a number of Eligible Shares or Deposited Securities which upon application of the ADS-to-Eligible Securities GDS to Shares ratio would give rise to fractional ADSs. In addition, GDSs nor (d) any Shares whenever it has been notified by the Company (and the Company hereby agrees to provide such notification in writing to the Depositary and the Custodian shall refuse to accept Shares for deposit (iCustodian) whenever notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with delivery or transfer requirements and/or the ownership restrictions referred to in this Deposit Agreement Section 3.5 or under applicable law or (ii) in the case of a deposit of Shares requested under Section 2.3 (iv), if that such deposit is not permitted under would result in any legal restriction notified by the Company to the Depositary from time to time, which restrictions may specify black-out periods during which deposits may not be made, minimum or maximum numbers violation of Shares and frequencies of deposit. Other than the Eligible Securities deposited by the Company that constitute a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions), no Eligible Securities applicable laws.. No Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Eligible Securities Shares under the laws and regulations of the Republic of China India and any necessary governmental approval has been granted by any governmental body in the Republic of ChinaIndia, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue ADSs Receipts 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 Securities Shares 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 Eligible SecuritiesShares.