Common use of Voting by ADS Holders Clause in Contracts

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares represented by their ADSs. Each Holder and Beneficial Owner shall be deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Company (or his/her designate) (the "Voting Representative"), as representative of the Depositary's nominee who is registered in the Republic of China as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “Registered Holder”) to vote the Deposited Securities in accordance with the terms hereof. The Company agrees to timely notify the Depositary of any proposed shareholders' meeting and to provide to the Depositary in New York, at least 24 calendar days before any shareholders' meeting, sufficient copies as the Depositary may reasonably request of English language translations of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the Republic of China) (such materials collectively, the "Shareholder Notice"). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Section 4.9 hereof) and shall, at the Company's expense and, provided no U.S. legal prohibitions exist, distribute to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this Deposit Agreement including, a description of the Management Authorization (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary notice and the related materials prepared by the Depositary collectively, the "Depositary Notice"). The Depositary is under no obligation to distribute the Shareholder Notice or the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any shareholders' meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs to be present at the relevant shareholders' meeting insofar as practicable and permitted under applicable law but will not cause the Deposited Securities to be voted; provided, however, that the Depositary may determine, at its discretion, to distribute such Shareholder Notice or Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares represented by their ADSs. Each Holder and Beneficial Owner shall be deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Company (or his/her designate) (the "“Voting Representative"”), as representative of the Depositary's nominee who is registered in the Republic of China as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “Registered Holder”) to vote the Deposited Securities in accordance with the terms hereof. The Company agrees to timely notify the Depositary of any proposed shareholders' meeting and to provide to the Depositary in New York, at least 24 calendar days before any shareholders' meeting, sufficient copies as the Depositary may reasonably request of English language translations of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the Republic of China) (such materials collectively, the "Shareholder Notice"). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Section 4.9 hereofof the Deposit Agreement) and shall, at the Company's expense and, provided no U.S. legal prohibitions exist, distribute to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this Deposit Agreement including, a description of the Management Authorization (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary notice and the related materials prepared by the Depositary collectively, the "Depositary Notice"). The Depositary is under no obligation to distribute the Shareholder Notice or the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any shareholders' meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs to be present at the relevant shareholders' meeting insofar as practicable and permitted under applicable law but will not cause the Deposited Securities to be voted; provided, however, that the Depositary may determine, at its discretion, to distribute such Shareholder Notice or Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Board of Directors of the Company (or his/her designate) (the "Voting Representative"), as representative of the Depositary's , the Custodian or the nominee who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “"Registered Holder”) "), to vote the Shares or other Deposited Securities in accordance with the terms hereof. The Company agrees to timely notify the Depositary of any proposed shareholders' meeting and to provide to the Depositary in New York, at least 24 calendar days before any shareholders' meeting, sufficient copies as the Depositary may reasonably request of English language translations of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the Republic ROC), including, without limitation, a list of China) candidates proposed by the Company for an election of directors or supervisors (such materials collectively, the "Shareholder Notice"). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Section 4.9 hereof4.8 of the Deposit Agreement) and shall, at the Company's expense and, provided no U.S. legal prohibitions exist, distribute deliver to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this Deposit Agreement including, a description of the Management Authorization Instruction (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary depositary notice and the related materials prepared by the Depositary collectively, the "Depositary Notice"). The Depositary is under no obligation to distribute deliver the Shareholder Notice or and the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any shareholders' meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs ADRs to be present at the relevant shareholders' meeting insofar as practicable and permitted under applicable law but will not cause the Shares or other Deposited Securities to be voted; provided, however, that the Depositary may determine, at its sole discretion, to distribute send such Shareholder Notice or and Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or and Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in the Deposit Agreement or any ADRAgreement, the Depositary may, shall not have any obligation to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided take any action with respect to the Depositary in connection with any meeting ofmeeting, or solicitation of consents or proxies frominstructions, of holders of Shares or other Deposited Securities, distribute to Securities if the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve taking of such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials)action would violate U.S. laws.

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemedshall, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Board of Directors of the Company (or his/her the Chairman's designate) (the "Voting Representative"), as representative of the Depositary's nominee nominee, who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “"Registered Holder”) "), to vote the Shares or Deposited Securities in accordance with the terms hereof. The Company agrees to use its best efforts to timely notify the Depositary of any proposed shareholders' meeting and to timely provide to the Depositary in New York, at least 24 twenty-four (24) calendar days before any ordinary shareholders' meeting or at least fourteen (14) calendar days before any extraordinary shareholders' meeting, a sufficient number of copies as reasonably requested by the Depositary may reasonably request of an English language translations translation of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the Republic ROC, including, without limitation, a list of Chinacandidates proposed by the Company for an election of directors or supervisors) (such materials collectively, the "Shareholder Notice"). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Paragraph (15) hereof and Section 4.9 hereofof the Deposit Agreement) and shall, at the Company's expense and, and provided that no U.S. legal prohibitions exist, distribute deliver to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this the Deposit Agreement includingAgreement, including a description of the Management Authorization Instruction (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary depositary notice and the related materials prepared by the Depositary collectively, the "Depositary Notice"). The Depositary is under no obligation to distribute mail the Shareholder Notice or and the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 twenty-four (24) calendar days prior to the date of any ordinary shareholders' meeting or at least fourteen (14) calendar days before the date of any extraordinary shareholders' meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs ADRs to be present at the relevant shareholders' meeting insofar as practicable and permitted under applicable law but will not cause the Shares or other Deposited Securities to be voted; provided, however, that the Depositary may determine, at in its sole discretion, to distribute send such Shareholder Notice or and Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or and Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in the Deposit Agreement or any ADRAgreement, the Depositary may, shall not have any obligation to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided take any action with respect to the Depositary in connection with any meeting ofmeeting, or solicitation of consents or proxies fromor instructions, of holders of Shares or other Deposited Securities, distribute to Securities if the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve taking of such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials)action would violate U.S. laws.

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Company (or his/her designate) (the "Voting Representative"), as representative of the Depositary's , the Custodian or the nominee who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “"Registered Holder”) "), to vote the Deposited Securities in accordance with the terms hereof. The Company agrees to timely notify the Depositary of any proposed shareholders' meeting and to timely provide to the Depositary in New York, at least 24 calendar days before any shareholders' meeting, York sufficient copies as the Depositary may reasonably request of English language translations of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares Eligible Securities in the Republic ROC), including, without limitation, a list of China) candidates proposed by the Company for an election of directors or supervisors (such materials collectively, the "Shareholder Notice"). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Article (16) hereof and Section 4.9 hereofof the Deposit Agreement) and shall, at the Company's expense and, and provided no U.S. legal prohibitions exist, distribute deliver to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this Deposit Agreement including, a description of the Management Authorization Proxy (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary depositary notice and the related materials prepared by the Depositary collectively, the "Depositary Notice"). The Depositary is under no obligation to distribute mail the Shareholder Notice or and the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any shareholders' meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs ADRs to be present at the relevant shareholdersShareholders' meeting insofar as practicable and permitted under applicable law but will not cause the Deposited Securities to be voted; provided, however, that the Depositary may determine, at its sole discretion, to distribute send such Shareholder Notice or and Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or and Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in the Deposit Agreement or any ADRAgreement, the Depositary may, shall not have any obligation to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided take any action with respect to the Depositary in connection with any meeting ofmeeting, or solicitation of consents or proxies fromproxies, of holders of Deposited Securities, distribute to Securities if the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve taking of such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials)action would violate U.S. laws.

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Board of Directors of the Company (or his/her designate) (the "Voting Representative"), as representative of the Depositary's , the Custodian or the nominee who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “"Registered Holder”) "), to vote the Shares or other Deposited Securities in accordance with the terms hereof. The Company agrees to timely notify the Depositary of any proposed shareholders' meeting and to provide to the Depositary in New York, at least 24 calendar days before any shareholders' meeting, sufficient copies as the Depositary may reasonably request of English language translations of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the Republic ROC), including, without limitation, a list of China) candidates proposed by the Company for an election of directors or supervisors (such materials collectively, the "Shareholder Notice"). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Section 4.9 hereof4.8 of the Deposit Agreement) and shall, at the Company's expense and, provided no U.S. legal prohibitions exist, distribute deliver to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this the Deposit Agreement including, a description of the Management Authorization Instruction (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary depositary notice and the related materials prepared by the Depositary collectively, the "Depositary Notice"). The Depositary is under no obligation to distribute deliver the Shareholder Notice or and the Depositary Notice to Holders for purposes of providing voting instructions in accordance herewith if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any shareholders' meetingmeeting but will use its reasonable endeavors to provide Holders with copies of such notices. If Additionally, to the extent the Depositary has not delivered fails to commence the distribution of the Shareholder Notice or and Depositary Notice to Holders within ten New York business days of the date on which the Company has provided the Depositary with written approval of the Depositary Notice to Holdersfor a reason other than one contemplated under Section 5.2 of the Deposit Agreement, it will endeavor to cause all Deposited Securities represented by ADSs to be present at the relevant shareholders' meeting insofar as practicable and permitted under applicable law but will not cause the Deposited Securities to be voted; provided, however, that the Depositary may determine, at will use its discretion, reasonable endeavors to distribute provide Holders with copies of such Shareholder Notice or Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriatenotices. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or and Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in the Deposit Agreement or any ADRAgreement, the Depositary may, shall not have any obligation to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided take any action with respect to the Depositary in connection with any meeting ofmeeting, or solicitation of consents or proxies frominstructions, of holders of Shares or other Deposited Securities, distribute to Securities if the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve taking of such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials)action would violate U.S. laws.

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemedshall, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Board of Directors of the Company (or his/her the Chairman's designate) (the "Voting Representative"), as representative of the Depositary's nominee nominee, who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “"Registered Holder”) "), to vote the Shares or other Deposited Securities in accordance with the terms hereof. The Company agrees to use its best efforts to timely notify the Depositary of any proposed shareholders' meeting and to provide to the Depositary in New York, at least 24 twenty-four (24) calendar days before any ordinary shareholders' meeting or at least fourteen (14) calendar days prior to the date of any extraordinary shareholders' meeting, a sufficient number of copies as reasonably requested by the Depositary may reasonably request of an English language translations translation of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the Republic ROC, including without limitation, a list of Chinacandidates proposed by the Company for an election of directors or supervisors) (such materials collectively, the "Shareholder Notice"). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Section 4.9 hereof) and shall, at the Company's expense and, and provided that no U.S. legal prohibitions exist, distribute deliver to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this Deposit Agreement includingAgreement, including a description of the Management Authorization Instruction (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary depositary notice and the related materials prepared by the Depositary collectively, the "Depositary Notice"). The Depositary is under no obligation to distribute mail the Shareholder Notice or and the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 twenty-four (24) calendar days prior to the date of any ordinary shareholders' meeting or at least fourteen (14) calendar days prior to the date of any extraordinary shareholders' meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs ADRs to be present at the relevant shareholders' meeting insofar as practicable and permitted under applicable law but will not cause the Shares or other Deposited Securities to be voted; provided, however, that the Depositary may determine, at in its sole discretion, to distribute send such Shareholder Notice or and Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or and Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in the this Deposit Agreement or any ADRAgreement, the Depositary may, shall not have any obligation to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided take any action with respect to the Depositary in connection with any meeting ofmeeting, or solicitation of consents or proxies fromor instructions, of holders of Shares or other Deposited Securities, distribute to Securities if the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve taking of such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials)action would violate U.S. laws.

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemedshall, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Board of Directors of the Company (or his/her the Chairman's designate) (the "“Voting Representative"”), as representative of the Depositary's nominee nominee, who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “Registered Holder”) ), to vote the Shares or Deposited Securities in accordance with the terms hereof. The Company agrees to use its best efforts to timely notify the Depositary of any proposed shareholders' meeting and to timely provide to the Depositary in New York, at least 24 twenty-four (24) calendar days before any ordinary shareholders' meeting or at least fourteen (14) calendar days before any extraordinary shareholders' meeting, a sufficient number of copies as reasonably requested by the Depositary may reasonably request of an English language translations translation of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the Republic ROC, including, without limitation, a list of Chinacandidates proposed by the Company for an election of directors or supervisors) (such materials collectively, the "“Shareholder Notice"”). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Paragraph (15) hereof and Section 4.9 hereofof the Deposit Agreement) and shall, at the Company's expense and, and provided that no U.S. legal prohibitions exist, distribute deliver to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this the Deposit Agreement includingAgreement, including a description of the Management Authorization Instruction (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary depositary notice and the related materials prepared by the Depositary collectively, the "“Depositary Notice"”). The Depositary is under no obligation to distribute mail the Shareholder Notice or and the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 twenty-four (24) calendar days prior to the date of any ordinary shareholders' meeting or at least fourteen (14) calendar days before the date of any extraordinary shareholders' meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs ADRs to be present at the relevant shareholders' meeting insofar as practicable and permitted under applicable law but will not cause the Shares or other Deposited Securities to be voted; provided, however, that the Depositary may determine, at in its sole discretion, to distribute send such Shareholder Notice or and Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or and Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in the Deposit Agreement or any ADRAgreement, the Depositary may, shall not have any obligation to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided take any action with respect to the Depositary in connection with any meeting ofmeeting, or solicitation of consents or proxies fromor instructions, of holders of Shares or other Deposited Securities, distribute to Securities if the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve taking of such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials)action would violate U.S. laws.

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Board of Directors of the Company (or his/her designate) (the "Voting Representative"), as representative of the Depositary's , the Custodian or the nominee who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “"Registered Holder”) "), to vote the Shares or other Deposited Securities in accordance with the terms hereof. The Company agrees to timely notify the Depositary of any proposed shareholders' meeting and to provide to the Depositary in New York, at least 24 calendar days before any shareholders' meeting, sufficient copies as the Depositary may reasonably request of English language translations of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the Republic ROC), including, without limitation, a list of China) candidates proposed by the Company for an election of directors or supervisors (such materials collectively, the "Shareholder Notice"). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Section 4.9 4.8 hereof) and shall, at the Company's expense and, provided no U.S. legal prohibitions exist, distribute deliver to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this Deposit Agreement including, a description of the Management Authorization Instruction (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary depositary notice and the related materials prepared by the Depositary collectively, the "Depositary Notice"). The Depositary is under no obligation to distribute deliver the Shareholder Notice or and the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any shareholders' meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs ADRs to be present at the relevant shareholders' meeting insofar as practicable and permitted under applicable law but will not cause the Shares or other Deposited Securities to be voted; provided, however, that the Depositary may determine, at its sole discretion, to distribute send such Shareholder Notice or and Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or and Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in the this Deposit Agreement or any ADRAgreement, the Depositary may, shall not have any obligation to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided take any action with respect to the Depositary in connection with any meeting ofmeeting, or solicitation of consents or proxies frominstructions, of holders of Shares or other Deposited Securities, distribute to Securities if the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve taking of such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials)action would violate U.S. laws.

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Company (or his/her designate) (the "Voting Representative"), as representative of the Depositary's , the Custodian or the nominee who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “"Registered Holder”) "), to vote the Shares or other Deposited Securities in accordance with the terms hereof. The Company agrees to timely notify the Depositary of any proposed shareholders' meeting and to provide to the Depositary in New York, at least 24 calendar days before any shareholders' meeting, sufficient copies as the Depositary may reasonably request of English language translations of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the Republic ROC), including, without limitation, a list of China) candidates proposed by the Company for an election of directors or supervisors (such materials collectively, the "Shareholder Notice"). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder NoticesNotwithstanding anything else contained in this Deposit Agreement, the Depositary shall establish the ADS Record Date (upon the terms of Section 4.9 hereof) and shall, at the Company's expense and, provided no U.S. legal prohibitions exist, distribute to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this Deposit Agreement including, a description of the Management Authorization (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary notice and the related materials prepared by the Depositary collectively, the "Depositary Notice"). The Depositary is under no not have any obligation to distribute the Shareholder Notice or the Depositary Notice take any action with respect to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any shareholders' meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs to be present at the relevant shareholders' meeting insofar as practicable and permitted under applicable law but will not cause the Deposited Securities to be voted; provided, however, that the Depositary may determine, at its discretion, to distribute such Shareholder Notice or Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies fromproxies, of holders of Shares or other Deposited Securities, distribute to Securities if the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve taking of such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials)action would violate U.S. laws.

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Company (or his/her designate) (the "Voting Representative"), as representative of the Depositary's , the Custodian or the nominee who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “"Registered Holder”) "), to vote the Shares or other Deposited Securities in accordance with the terms hereof. The Company agrees to timely notify the Depositary of any proposed shareholders' meeting and to provide to the Depositary in New York, at least 24 calendar days before any shareholders' meeting, sufficient copies as the Depositary may reasonably request of English language translations of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the Republic ROC), including, without limitation, a list of China) candidates proposed by the Company for an election of directors or supervisors (such materials collectively, the "Shareholder Notice"). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Section 4.9 hereof) and shall, at the Company's expense and, provided no U.S. legal prohibitions exist, distribute deliver to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this Deposit Agreement including, a description of the Management Authorization Proxy (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary depositary notice and the related materials prepared by the Depositary collectively, the "Depositary Notice"). The Depositary is under no obligation to distribute deliver the Shareholder Notice or and the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any shareholders' meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs ADRs to be present at the relevant shareholdersShareholders' meeting insofar as practicable and permitted under applicable law but will not cause the Shares or other Deposited Securities to be voted; provided, however, that the Depositary may determine, at its sole discretion, to distribute send such Shareholder Notice or and Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or and Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in the this Deposit Agreement or any ADRAgreement, the Depositary may, shall not have any obligation to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided take any action with respect to the Depositary in connection with any meeting ofmeeting, or solicitation of consents or proxies fromproxies, of holders of Shares or other Deposited Securities, distribute to Securities if the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve taking of such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials)action would violate U.S. laws.

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemedshall, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's ’s nominee, without liability, to appoint the Chairman of the Board of Directors of the Company (or his/her the Chairman’s designate) (the "“Voting Representative"”), as representative of the Depositary's nominee ’s nominee, who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “Registered Holder”) ), to vote the Shares or Deposited Securities in accordance with the terms hereof. The Company agrees to use its best efforts to timely notify the Depositary of any proposed shareholders' ’ meeting and to timely provide to the Depositary in New York, at least 24 twenty-four (24) calendar days before any ordinary shareholders' ’ meeting or at least fourteen (14) calendar days before any extraordinary shareholders’ meeting, a sufficient number of copies as reasonably requested by the Depositary may reasonably request of an English language translations translation of the Company's ’s notice of shareholders' ’ meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the Republic ROC, including, without limitation, a list of Chinacandidates proposed by the Company for an election of directors or supervisors) (such materials collectively, the "“Shareholder Notice"”). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Paragraph (15) hereof and Section 4.9 hereofof the Deposit Agreement) and shall, at the Company's ’s expense and, and provided that no U.S. legal prohibitions exist, distribute deliver to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this the Deposit Agreement includingAgreement, including a description of the Management Authorization Instruction (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary depositary notice and the related materials prepared by the Depositary collectively, the "“Depositary Notice"”). The Depositary is under no obligation to distribute mail the Shareholder Notice or and the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 twenty-four (24) calendar days prior to the date of any ordinary shareholders' ’ meeting or at least fourteen (14) calendar days before the date of any extraordinary shareholders’ meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs ADRs to be present at the relevant shareholders' ’ meeting insofar as practicable and permitted under applicable law but will not cause the Shares or other Deposited Securities to be voted; provided, however, that the Depositary may determine, at in its sole discretion, to distribute send such Shareholder Notice or and Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or and Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in the Deposit Agreement or any ADRAgreement, the Depositary may, shall not have any obligation to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided take any action with respect to the Depositary in connection with any meeting ofmeeting, or solicitation of consents or proxies fromor instructions, of holders of Shares or other Deposited Securities, distribute to Securities if the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve taking of such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials)action would violate U.S. laws.

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Board of Directors of the Company (or his/her designate) (the "“Voting Representative"”), as representative of the Depositary's , the Custodian or the nominee who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “Registered Holder”) ), to vote the Shares or other Deposited Securities in accordance with the terms hereof. The Company agrees to timely notify the Depositary of any proposed shareholders' ’ meeting and to provide to the Depositary in New York, at least 24 calendar days before any shareholders' ’ meeting, sufficient copies as the Depositary may reasonably request of English language translations of the Company's ’s notice of shareholders' ’ meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the Republic ROC), including, without limitation, a list of China) candidates proposed by the Company for an election of directors or supervisors (such materials collectively, the "“Shareholder Notice"”). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Section 4.9 hereof4.8 of the Deposit Agreement) and shall, at the Company's ’s expense and, provided no U.S. legal prohibitions exist, distribute deliver to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this Deposit Agreement including, a description of the Management Authorization Instruction (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary depositary notice and the related materials prepared by the Depositary collectively, the "“Depositary Notice"”). The Depositary is under no obligation to distribute deliver the Shareholder Notice or and the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any shareholders' ’ meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs ADRs to be present at the relevant shareholders' ’ meeting insofar as practicable and permitted under applicable law but will not cause the Shares or other Deposited Securities to be voted; provided, however, that the Depositary may determine, at its sole discretion, to distribute send such Shareholder Notice or and Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or and Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in the Deposit Agreement or any ADRAgreement, the Depositary may, shall not have any obligation to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided take any action with respect to the Depositary in connection with any meeting ofmeeting, or solicitation of consents or proxies frominstructions, of holders of Shares or other Deposited Securities, distribute to Securities if the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve taking of such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials)action would violate U.S. laws.

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Company (or his/her designate) (the "Voting Representative"), as representative of the Depositary's , the Custodian or the nominee who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “"Registered Holder”) "), to vote the Deposited Securities in accordance with the terms hereof. The Company agrees to timely notify the Depositary of any proposed shareholders' meeting and to timely provide to the Depositary in New York, at least 24 calendar days before any shareholders' meeting, sufficient the requisite number of copies as requested by the Depositary may reasonably request of an English language translations translation of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares Eligible Securities in the Republic of China) (ROC, such materials collectively, the "Shareholder Notice"). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Section 4.9 hereof4.09 in the Deposit Agreement) and shall, at the Company's expense and, and provided no U.S. legal prohibitions exist, distribute provide to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary depositary notice setting forth the manner in which the Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this the Deposit Agreement including, a description of the Management Authorization (as defined below)Agreement, together with a form of voting instructions and/or other means to provide voting instructions (the Depositary notice depositary and the related materials prepared by the Depositary collectively, the "Depositary Notice"). The Depositary is under no obligation to distribute provide the Shareholder Notice or and the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any ordinary shareholders' meeting or at least 14 calendar days before any extraordinary shareholders' meeting. If the Depositary has not delivered provided the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs to be present at the relevant shareholdersShareholders' meeting insofar as practicable and permitted under applicable law law, but will not cause the Shares or other Deposited Securities to be voted; provided, however, that the Depositary may determine, at in its sole discretion, to distribute provide such Shareholder Notice or and Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or and Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in the Deposit Agreement, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law law, regulations or regulations, or by the requirements of the applicable stock exchange on which the ADSs are listedrequirements, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how with a means to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Company (or his/her designate) (the "Voting Representative"), as representative of the Depositary's , the Custodian or the nominee who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “Registered Holder”) ), to vote the Deposited Securities in accordance with the terms hereof. The Company agrees to timely notify the Depositary of any proposed shareholders' ’ meeting and to timely provide to the Depositary in New York, at least 24 calendar days before any shareholders' meeting, York sufficient copies as the Depositary may reasonably request of English language translations of the Company's ’s notice of shareholders' ’ meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares Eligible Securities in the Republic ROC), including, without limitation, a list of China) candidates proposed by the Company for an election of directors or supervisors (such materials collectively, the "“Shareholder Notice"”). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Article (16) hereof and Section 4.9 hereofof the Deposit Agreement) and shall, at the Company's ’s expense and, and provided no U.S. legal prohibitions exist, distribute deliver to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this Deposit Agreement including, a description of the Management Authorization Proxy (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary depositary notice and the related materials prepared by the Depositary collectively, the "“Depositary Notice"”). The Depositary is under no obligation to distribute mail the Shareholder Notice or and the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any shareholders' ’ meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs ADRs to be present at the relevant shareholders' Shareholders’ meeting insofar as practicable and permitted under applicable law but will not cause the Deposited Securities to be voted; provided, however, that the Depositary may determine, at its sole discretion, to distribute send such Shareholder Notice or and Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or and Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in the Deposit Agreement or any ADRAgreement, the Depositary may, shall not have any obligation to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided take any action with respect to the Depositary in connection with any meeting ofmeeting, or solicitation of consents or proxies fromproxies, of holders of Deposited Securities, distribute to Securities if the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve taking of such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials)action would violate U.S. laws.

Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares Deposited Securities represented by their ADSs. Each Holder and Beneficial Owner shall be deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Company (or his/her designate) (the "Voting Representative"), as representative of the Depositary's , the Custodian or the nominee who is registered in the Republic of China ROC as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “"Registered Holder”) "), to vote the Deposited Securities in accordance with the terms hereof. The Company agrees to timely notify the Depositary of any proposed shareholders' meeting and to timely provide to the Depositary in New York, at least 24 calendar days before any shareholders' meeting, York sufficient copies as the Depositary may reasonably request of English language translations of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares Eligible Securities in the Republic ROC), including, without limitation, a list of China) candidates proposed by the Company for an election of directors or supervisors (such materials collectively, the "Shareholder Notice"). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Article (16) hereof and Section 4.9 hereofof the Deposit Agreement) and shall, at the Company's expense and, and provided no U.S. legal prohibitions exist, distribute deliver to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this Deposit Agreement including, a description of the Management Authorization Proxy (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary notice and the related materials prepared by the Depositary collectively, the "Depositary Notice"). The Depositary is under no obligation to distribute the Shareholder Notice or the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any shareholders' meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADSs to be present at the relevant shareholders' meeting insofar as practicable and permitted under applicable law but will not cause the Deposited Securities to be voted; provided, however, that the Depositary may determine, at its discretion, to distribute such Shareholder Notice or Depositary Notice to the Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices or Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in the Deposit Agreement or any ADRAgreement, the Depositary may, shall not have any obligation to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided take any action with respect to the Depositary in connection with any meeting ofmeeting, or solicitation of consents or proxies fromproxies, of holders of Deposited Securities, distribute to Securities if the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve taking of such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials)action would violate U.S. laws.