Common use of Deposit with Custodian Clause in Contracts

Deposit with Custodian. The Depositary and the Company have been advised that under Republic of China law, as in effect as of the date hereof, no deposits of Eligible Securities may be made in the NYSE-listed ADR Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the Republic of China Securities and Futures Commission (the "SFC"), except in connection with (i) the distribution of additional Eligible Securities in connection with 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) the purchase, as permitted hereunder, directly by any person or through the Depositary of Shares on the TSE for deposit in the ADR Facility, provided that the total number of ADSs outstanding after an issuance described in clause (iii) 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 ROC law, as in effect as of the 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above will be permitted only to the extent that previously issued ADSs have been canceled and the Eligible Securities withdrawn from the ADR Facility upon cancellation of such ADSs have been sold on the TSE.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 Republic of China 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 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 made, by or on behalf of the Company or the investors (or nominees for the investors) acquiring Shares and/or ADSs in the Offering, by the delivery to the Custodian of 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, as instructed by the 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. Except as contemplated by Section 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 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. 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

Deposit with Custodian. The Until the Depositary and the Company have been advised that is notified otherwise, under Republic of China current ROC law, as in effect as of the date hereof, no deposits of Eligible Securities may be made in the NYSE-listed ADR Facilityunder this Deposit Agreement, and no ADSs may be issued against such deposits, without receipt of specific approval of the Republic of China ROC Securities and Futures Commission (the "SFC"), except in connection with (i) the distribution 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, cash or (iii) the purchase, as permitted hereunder, purchase directly by any person or through the Depositary or its agent of Shares on the TSE for deposit in delivery to the ADR FacilityCustodian or the delivery of Shares already held to the Custodian for deposit, provided that the total number of ADSs outstanding after an issuance described in clause (iii) 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 effect as of the date hereof, issuances under clause (iii) above will be permitted only to the extent that previously issued ADSs have been canceled and the as permitted hereunder. The Depositary may in its discretion refuse to accept any Eligible Securities withdrawn from the ADR Facility upon cancellation of such ADSs have been sold 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 evidence or notification from the Company, which may include opinions of ROC and U.S. counsel to the Company Company, to the effect that such Eligible Securities may lawfully be deposited pursuant to the Deposit Agreement and are not Restricted Securities. The laws 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 Republic Company; (b) as permitted above in this Section 2.3, (c) upon issuance of China applicable 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 deposit of Eligible Securities may change Custodian; (d) rights to receive Shares from 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 made, by or on behalf of the Company or the investors any registrar, transfer agent, clearing agent or other entity recording Share ownership or transactions; or (or nominees for the investorsii) acquiring Shares and/or ADSs pursuant to a Pre-Release Transaction in the Offering, by the delivery to the Custodian of 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, as instructed by the Depositaryaccordance with Section 5.10 hereof. Subject to any restrictions on deposit provided for under ROC law (including any approvals required from the FSC) and the terms and conditions of this Deposit Agreement, upon such Initial Deposit(s)in connection with the deposit of Eligible Securities hereunder, the Depositary shall execute and deliver or the Custodian may require the following in a form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Eligible Securities (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Eligible Securities; (c) instruments assigning to the Depositary, the Custodian or a nominee of either any distribution on or in respect of such deposited Eligible Securities or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Eligible Securities. As soon as practicable after the Custodian receives Deposited Securities constituting pursuant to any such deposit or pursuant to any of Sections 4.1 through 4.5 or Section 4.11 hereof, the Initial Deposit(sCustodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or a nominee of either, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the manner provided in Sections 2.5 and 2.12. Except extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as contemplated by Section 2.13the 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 an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Company agrees to notify the Depositary of any changes in ROC law or otherwise which would permit deposits to be 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 Securities. In addition, the ADS-to-Eligible Securities ratio would give rise Depositary and the Custodian may refuse to fractional ADSs. No Eligible Securities shall be accepted accept Shares for deposit unless accompanied by evidence, if any is required by whenever notified in writing that the Depositary, that is reasonably satisfactory Company has restricted transfer of such Shares to the Depositary or the Custodian that all conditions to such deposit have been satisfied by thecomply with applicable ROC law

Deposit with Custodian. The Until the Depositary and is notified otherwise, the Company have been advised has informed the Depositary that under Republic of China ROC law, as in effect as of the date hereof, no deposits of Eligible Securities may be made in the NYSE-listed an ADR Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the Republic of China Securities and Futures Commission (the "SFC")SFB, except in connection with (i) the distribution of additional Eligible Securities in connection with 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) the purchase, as permitted hereunder, directly by any person or through the Depositary of Shares on the TSE for deposit in the Share ADR Facility, provided that the total number of ADSs outstanding after an issuance described in clause (iii) 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 Under ROC law, as in effect as of the 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 Shares withdrawn from the Share ADR Facility upon cancellation of such ADSs have been sold on the TSE. Except as contemplated by Section 2.13 2.11 hereof, the Depositary will not accept any Shares from the Company or an Affiliate for deposit pursuant to clause (iii) unless it receives satisfactory opinions of ROC and U.S. counsel to the Company person(s) requesting to make such deposit to the effect that such Eligible Securities Shares may lawfully be deposited pursuant to the Deposit Agreement and are not Restricted Securities. The laws of the Republic of China 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 Republic of China ROC law will not adversely affect the ability to deposit Eligible Securities hereunder. The Subject always to the laws and regulations of the ROC, the Initial Deposit(s) Deposit of Shares Eligible Securities into the ADR Facilities will be made, by or on behalf of the Company or the investors (or nominees for the investors) acquiring Shares Eligible Securities and/or ADSs in the Offering, by the delivery Delivery to the Custodian of 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, as instructed by the Depositary. Subject to the terms and conditions of this Deposit Agreement, upon such Initial Deposit(s)Deposit, the Depositary shall execute and deliver ADRs evidencing the ADSs representing the Deposited Securities constituting the Initial Deposit(s) Deposit in the manner provided in Sections 2.5 and 2.122.11. Except as contemplated Subject to applicable laws and regulations of the 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 but subject, however, in the case of the Company or any Affiliate of the Company, to Section 2.135.7 hereof) at any time, whether or not the transfer books of the Company 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 (iii) 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 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 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 Custodian 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) if the Eligible Securities are registered in the name of the person on whose behalf they are presented for deposit, an instruction or instructions entitling the Custodian 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. 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-ADS to Eligible Securities ratio would give rise to fractional ADSs. 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 thethe person depositing such Eligible Securities under the laws and regulations of the ROC and any necessary approval has been granted by any governmental body in the ROC, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue 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 Depositary and the Company have been advised that under Republic of China law, as in effect as of the date hereof, no deposits of Eligible Securities may be made in the NYSE-listed ADR Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the Republic of China Securities and Futures Commission (the "SFC"), except in connection with (i) the distribution of additional Eligible Securities in connection with 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) the purchase, as permitted hereunder, directly by any person or through the Depositary of Shares on the TSE for deposit in the ADR Facility, provided that the total number of ADSs outstanding after an issuance described in clause (iii) 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 ROC law, as in effect as of the 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 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 Republic of China 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 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 made, by or on behalf of the Company or the investors (or nominees for the investors) acquiring Shares and/or ADSs in the Offering, by the delivery to the Custodian of 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, as instructed by the 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 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 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 (iii) 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 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, 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 Custodian 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) if the Eligible Securities are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian 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, 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. 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 thethe 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 may consist of, without limitation, written 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.