ROC Requirements Clause Samples
ROC Requirements. The Depositary and the Company have been advised that under ROC law, as in effect as of the date hereof, a Holder who is a non-ROC person (other than a PRC person, except for a QDII (as defined below), or a person with prior approval from the Investment Commission of the Ministry of Economic Affairs, ROC) wishing to withdraw Deposited Securities from the ADR Facility is required to (i) register with the TSE for making investment in the ROC securities market, (ii) obtain a foreign investor investment identification (the "Foreign Investor Investment I.D.") issued pursuant to the ROC Regulations Governing Securities Investment by Overseas Chinese and Foreign Nationals and (iii) appoint an eligible agent in the ROC to open (a) a securities trading account, (b) a TDCC book-entry account and (c) a bank account (the securities trading account, the TDCC book-entry account, and the bank account, collectively, the "Accounts"), to pay ROC taxes, remit funds, exercise shareholders' rights and perform such other functions as may be designated by such withdrawing Holder. In addition, such withdrawing Holder is also required to appoint a custodian bank to hold the securities in safekeeping, make confirmations and settle trades and report all relevant information. Without obtaining the Foreign Investor Investment I.D. and opening such Accounts, the withdrawing Holder would be unable to hold or subsequently sell the Deposited Securities withdrawn from the ADR Facility on the TSE or otherwise. No assurance can be given that a withdrawing Holder will be able to obtain the Foreign Investor Investment I.D. in a timely manner. In addition, such withdrawing Holders will be required to appoint an eligible agent in the ROC for filing tax returns and making tax payments (a "Tax Guarantor"). Such Tax Guarantor will be required to meet the qualifications set by the Ministry of Finance of the ROC and will act as the guarantor of the withdrawing Holder's tax payment obligations. Subject to certain limited exceptions, under current ROC law, repatriation of profits by a non-ROC withdrawing Holder is subject to the submission of evidence of the appointment of a Tax Guarantor to, and approval thereof by, the tax authority. Under the Regulations Governing Mainland China Investor's Securities Investments and Futures Trading in Taiwan promulgated by the FSC, a PRC qualified domestic institutional investor ("QDII") is allowed to invest in ROC securities. The custodians of QDIIs must apply with...
ROC Requirements. The Depositary and the Company have been advised that under ROC law, as in effect as of the date hereof, a Holder wishing to withdraw Deposited Securities from the ADR facility is required to appoint an eligible agent in the Republic of China to open a securities trading account with a local brokerage firm after receiving an approval from the TSE and a bank account (the securities trading account and the bank account, collectively, the "Accounts"), to pay ROC taxes, remit funds, exercise stockholders' rights and perform such other functions as may be designated by such withdrawing Holder. In addition, such withdrawing Holder is also required to appoint a custodian bank to hold the securities in safekeeping, make confirmations and settle trades and report all relevant information. Without making such appointment and the opening of such Accounts, the withdrawing Holder would be unable to hold or subsequently sell the Deposited Securities withdrawn from the ADR Facilities on the TSE or otherwise. The laws of the Republic of China applicable to the withdrawal of Deposited Securities may change from time to time. There can be no assurance that current law will remain in effect or that future changes of Republic of China law will not adversely affect the ability of Holders to withdraw Deposited Securities hereunder.
ROC Requirements. The Depositary and the Company have been advised that under current ROC law, a Holder who is a non-ROC person wishing to withdraw Deposited Securities from the ADR facility is required to appoint an eligible agent in the ROC for filing tax returns and making tax payments (a "Tax Guarantor"). Such Tax Guarantor will be required to meet the qualifications set by the Ministry of Finance of the ROC and will act as the guarantor of the withdrawing Holder's tax payment obligations. In addition, subject to certain limited exceptions, under current ROC law, repatriation of profits by a non-ROC withdrawing Holder is subject to the submission of evidence of the appointment of a Tax Guarantor to, and approval thereof by, the tax authority. In addition, under current ROC law, such withdrawing Holder is required to appoint a local agent in the ROC to, among other things, open a securities trading account with a local securities brokerage firm, remit funds and exercise a shareholder's rights. In addition, such withdrawing Holder is also required to appoint a custodian bank to hold the securities and cash in safekeeping, make confirmations and settle trades and report all relevant information. Without making such appointment and the opening of such account, the withdrawing Holder would be unable to hold or subsequently sell the Deposited Securities withdrawn from the ADR Facilities on the TSE or otherwise. The laws of the ROC applicable to the withdrawal of Deposited Securities may change from time to time. There can be no assurances that current law will remain in effect or that future changes of ROC law will not adversely affect the ability of Holders to withdraw Deposited Securities hereunder.
ROC Requirements. Beginning on the fifth ROC business day following the date of initial issuance of the ADSs or such later date as the Depositary may announce, subject to the approval from the TSE and provisions under this Deposit Agreement, Holders are entitled to withdraw and sell the underlying Shares in the form of the Payment Certificates. Immediately upon the listing of the applicable Payment Certificates, the global payment certificate the Company delivered to the Custodian on the date of initial issuance of the ADSs will be replaced by the Payment Certificates. At such time as withdrawals are permitted hereunder, subject to the requirements of ROC law, the Holders may request the Depositary to withdraw the interests in the scripless Payment Certificates representing the underlying Shares represented by ADSs and (a) transfer such interests to Holders; or (b) sell the interests on the Holders' behalf on the TSE. Delivery of the Shares in the form of the Payment Certificates will not be possible until two business days after the listing date referred to above. Delivery of the irrevocable right to receive the underlying Shares in the form of the Payment Certificates will only be made through the book-entry system maintained by the Taiwan Depository & Clearing Corporation ("TDCC"). On the date of initial issuance of the ADSs, the Company will deliver to the Custodian a global payment certificate in respect of the newly issued Shares the Company is offering. The global payment certificate carries the same rights represented by the common share certificates. Under current ROC laws and regulations, the Company is required to deliver these newly issued Shares in physical certificate form or scripless form to the Custodian through the TDCC within 30 days after receiving approval from the Ministry of Economic Affairs of the ROC, or "ROC MOEA" of the amendment of the Company’s corporate registration with the ROC MOEA. Prior to the issue of the Shares in physical certificate form or scripless form, the Company will apply for and obtain approval to list the Shares on the TSE. The Company has agreed to issue and deliver the Shares in physical certificate form or scripless form in respect of the Payment Certificates in connection with this offering no later than 60-80 calendar days after the Closing Date subject to obtaining approvals from the relevant governmental authority and the TSE. Until the Shares have been so issued and delivered, the ADSs will represent shares in the form ...
ROC Requirements. The Depositary and the Company have been advised that under ROC law, until three (3) months after the closing of the Offering, a Holder is not entitled to withdraw or sell Shares from the ADS Facility; consequently, the Company and the Depositary agree to prohibit the surrender of ADSs and the sale or Delivery of any Shares deposited in connection with the Offering until the expiration of such three-month period. A Holder wishing to withdraw Shares from the ADS Facility shall be required under ROC law to appoint an eligible agent in the Republic of China to open a securities trading account with a local brokerage firm after receiving an approval from the TSE and a bank account (the securities trading account and the bank account, collectively, the "Accounts"), to pay ROC taxes, remit funds, exercise stockholders' rights and perform such other functions as may be designated by such withdrawing Holder. In addition, such withdrawing Holder is also required to appoint a custodian bank to hold the securities in safekeeping, make confirmations and settle trades and report all relevant information. Without making such appointment and until approval from the TSE is obtained, the withdrawing Holder would be unable to receive, hold , or subsequently sell the Deposited Securities withdrawn from the ADS Facilities on the TSE or otherwise.
ROC Requirements. The Depositary and the Company have been advised that under ROC law, as in effect as of the date hereof, a Holder wishing to withdraw Deposited Securities from the ADR facility is required to appoint an eligible agent in the Republic of China to open a