Common use of ROC Requirements Clause in Contracts

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and opening such Accounts, the withdrawing Holder would be unable to hold or subsequently sell the Deposited Securities withdrawn from the ADR Facility on the TSE or otherwise.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 the TSE for the remittance amount of each QDII which cannot exceed US$100 million, the total investment amount of all QDIIs may not exceed US$500 million, and such QDII can only invest in the ROC securities market with the amount approved by the TSE. Additionally, PRC investors (including QDIIs) in the aggregate shall not hold 10% or more of such ROC company's issued and outstanding voting shares. 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 ROC law will not adversely affect the ability of Holders to withdraw Deposited Securities hereunder. The Company has informed the Depositary that no Shares may be withdrawn upon presentation of ADSs (and if applicable, the ADRs evidencing such ADSs) for cancellation under this Section 2.7 until (i) the Company has delivered written confirmation that the number of Shares requested for withdrawal have been listed for trading on the TSE (such Shares, the “Listed Shares”) to the Depositary and the Custodian, (ii) the Listed Shares have been de-materialised (such Shares, the “De-Materialised Shares,” and Shares that are both Listed Shares and De-Materialised Shares, hereinafter referred to as the “Final Shares”), and (iii) an equivalent number of Final Shares are on deposit with the Custodian. The Company has further informed the Depositary that it is expected that newly issued Shares which may be deposited by the Company from time to time and which are not listed for trading on the TSE at the time of such deposit will be listed on the TSE for trading and will be fully de-materialised, thereby becoming Final Shares, no later than five (5) business days after any such deposit. The parties hereto acknowledge and agree that (a) the Depositary will deliver Shares represented by ADSs (and if applicable, the ADRs representing such ADSs) presented for cancellation pursuant to this Section 2.7 only to the extent of the number of Final Shares then on deposit with the Custodian, (b) the Depositary will process presentations of ADSs for withdrawal of Final Shares under this Section 2.7 on a first come, first served basis, (c) the Depositary will complete requests for cancellation of ADSs and withdrawal of the Shares represented thereby only to the extent of the number of Final Shares at such time on deposit with the Custodian, (d) the Depositary will refuse to complete a request for cancellation of ADSs and withdrawal of Shares to the extent the number of Shares requested for withdrawal exceeds the number of Final Shares at such time deposited with the Custodian, and (e) the Depositary reserves the right to suspend withdrawals of Shares under this Section 2.7 until such time as the requisite number of Final Shares are deposited with the Custodian. The Company agrees to deliver to the Depositary and/or the Custodian, as applicable, written confirmation of the number of Listed Shares deposited with the Custodian under this Deposit Agreement promptly upon the receipt of confirmation of listing from the TSE of such Shares.

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 the TSE for the remittance amount of each QDII which cannot exceed US$100 million, the total investment amount of all QDIIs may not exceed US$500 million, and such QDII can only invest in the ROC securities market with the amount approved by the TSE. Additionally, PRC investors (including QDIIs) in the aggregate shall not hold 10% or more of such ROC company's issued and outstanding voting shares. 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 ROC law will not adversely affect the ability of Holders to withdraw Deposited Securities hereunder. The Company has informed the Depositary that no Shares may be withdrawn upon presentation of ADSs (and if applicable, the ADRs evidencing such ADSs) for cancellation under this Section 2.7 of the Deposit Agreement until (i) the Company has delivered written confirmation that the number of Shares requested for withdrawal have been listed for trading on the TSE (such Shares, the “Listed Shares”) to the Depositary and the Custodian, (ii) the Listed Shares have been de-materialised (such Shares, the “De-Materialised Shares,” and Shares that are both Listed Shares and De-Materialised Shares, hereinafter referred to as the “Final Shares”), and (iii) an equivalent number of Final Shares are on deposit with the Custodian. The Company has further informed the Depositary that it is expected that newly issued Shares which may be deposited by the Company from time to time and which are not listed for trading on the TSE at the time of such deposit will be listed on the TSE for trading and will be fully de-materialised, thereby becoming Final Shares, no later than five (5) business days after any such deposit. The parties hereto acknowledge and agree that (a) the Depositary will deliver Shares represented by ADSs (and if applicable, the ADRs representing such ADSs) presented for cancellation pursuant to this Section 2.7 of the Deposit Agreement only to the extent of the number of Final Shares then on deposit with the Custodian, (b) the Depositary will process presentations of ADSs for withdrawal of Final Shares under this Section 2.7 of the Deposit Agreement on a first come, first served basis, (c) the Depositary will complete requests for cancellation of ADSs and withdrawal of the Shares represented thereby only to the extent of the number of Final Shares at such time on deposit with the Custodian, (d) the Depositary will refuse to complete a request for cancellation of ADSs and withdrawal of Shares to the extent the number of Shares requested for withdrawal exceeds the number of Final Shares at such time deposited with the Custodian, and (e) the Depositary reserves the right to suspend withdrawals of Shares under this Section 2.7 of the Deposit Agreement until such time as the requisite number of Final Shares are deposited with the Custodian. The Company agrees to deliver to the Depositary and/or the Custodian, as applicable, written confirmation of the number of Listed Shares deposited with the Custodian under this the Deposit Agreement promptly upon the receipt of confirmation of listing from the TSE of such Shares.

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 TWSE 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 Nationals, and (iii) appoint an eligible agent in the ROC to open (a) a securities trading account, (b) a TDCC book-entry account 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 local bank or securities firm to act as 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 TWSE 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 ROC 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 Under current ROC law, regulation and policy, a PRC person is not permitted to withdraw Deposited Securities and to register as a shareholder of QDIIs must apply with the TSE for Company unless (i) it is a QDII who will hold less than 10% of the remittance amount Company's issued shares after withdrawal of each QDII which cannot exceed US$100 millionDeposited Securities, or (ii) it has otherwise obtained the total investment amount approval from the Investment Commission of all QDIIs may not exceed US$500 millionthe Ministry of Economic Affairs, and such QDII can only invest in the ROC securities market with the amount approved by the TSE. AdditionallyROC, PRC investors (including QDIIs) in the aggregate shall not if it will hold 10% or more (or other threshold required by the regulators) of such ROC companythe Company's issued shares after withdrawal of Deposited Securities. In addition, there are restrictions on the amount remitted to the ROC for investments by QDIIs, separately and outstanding voting sharesjointly. Accordingly, the qualification criteria for a PRC person to make investment and the investment cap imposed by the FSC might cause a Holder who is a PRC person to be unable to withdraw Deposited Securities and to register as a shareholder of the Company. Under current ROC law, “PRC person” means an individual holding a passport issued by the PRC; a resident of any area of the PRC under the effective control or jurisdiction of the PRC (but not including a special administrative region of the PRC such as Hong Kong or Macau, if so excluded by applicable laws of the ROC); and save as aforesaid, any agency or instrumentality of the PRC; and any corporation, partnership or other entity organized under the laws of any such area or controlled by, or directly or indirectly having more than 30% of its capital owned by, or beneficially owned by any such person, resident, agency or instrumentality. 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 ROC law will not adversely affect the ability of Holders to withdraw Deposited Securities hereunder. The Company has informed the Depositary that no Shares may be withdrawn upon presentation of ADSs (and if applicable, the ADRs evidencing such ADSs) for cancellation under this Section 2.7 until (i) the Company has delivered written confirmation that the number of Shares requested for withdrawal have been listed for trading on the TSE TWSE (such Shares, the “Listed Shares”) to the Depositary and the Custodian, (ii) the Listed Shares have been de-materialised (such Shares, the “De-Materialised Shares,” and Shares that are both Listed Shares and De-Materialised Shares, hereinafter referred to as the “Final Shares”), and (iii) an equivalent number of Final Shares are on deposit with the Custodian. The Company has further informed the Depositary that it is expected that newly issued Shares which may be deposited by the Company from time to time and which are not listed for trading on the TSE TWSE at the time of such deposit will be listed on the TSE TWSE for trading and will be fully de-materialised, thereby becoming Final Shares, no later than five (5) the fourth ROC business days day after any such depositthe date that the ADSs are issued. The parties hereto acknowledge and agree that (a) the Depositary will deliver Shares represented by ADSs (and if applicable, the ADRs representing such ADSs) presented for cancellation pursuant to this Section 2.7 only to the extent of the number of Final Shares then on deposit with the Custodian, (b) the Depositary will process presentations of ADSs for withdrawal of Final Shares under this Section 2.7 on a first come, first served basis, (c) the Depositary will complete requests for cancellation of ADSs and withdrawal of the Shares represented thereby only to the extent of the number of Final Shares at such time on deposit with the Custodian, (d) the Depositary will refuse to complete a request for cancellation of ADSs and withdrawal of Shares to the extent the number of Shares requested for withdrawal exceeds the number of Final Shares at such time deposited with the Custodian, and (e) the Depositary reserves the right to suspend withdrawals of Shares under this Section 2.7 until such time as the requisite number of Final Shares are deposited with the Custodian. The Company agrees to deliver to the Depositary and/or the Custodian, as applicable, written confirmation of the number of Listed Shares deposited with the Custodian under this Deposit Agreement promptly upon the receipt of confirmation of listing from the TSE TWSE of such Shares.