Form of Underwriting Agreement] AU Optronics Corp. 300,000,000 Common Shares (NT$10.00 par value) Represented by 30,000,000 American Depositary Shares (Plus an option to purchase up to 30,000,000 additional Common Shares, represented by 3,000,000...Underwriting Agreement • July 15th, 2005 • Au Optronics Corp • Semiconductors & related devices • New York
You have also advised the Company that the Shares to be sold by the Company to the Underwriters shall be deposited by the Company pursuant to the Deposit Agreement, dated as of May 29, 2002 (the “Deposit Agreement”), among the Company, Citibank, N.A., as depositary (the “Depositary”) and all holders and beneficial owners from time to time of the ADSs. Upon deposit of any Common Shares, the Depositary will issue American depositary shares representing the Shares so deposited. The ADSs will be evidenced by American depositary receipts (“ADRs”). Each ADS will represent ten (10) Common Shares and each ADR may represent any number of ADSs. Unless the context otherwise requires, the terms “Underwritten Securities”, “Option Securities” and “Securities” shall be deemed to refer, respectively, to Underwritten Shares, Option Shares and Shares as well as, in each case, to any ADSs
