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Enforcement Letter

Organisation
Organisation Order of the Financial Supervisory Commission
Issue No.
Issue No. Financial-Supervisory-Securities-Corporate 11103835864CH
Issue Date
Issue Date 2022/09/07
Content
Content     Public Announcement of the Financial Supervisory Commission

    Issue date: 7 September 2022
    Issue no.: Financial-Supervisory-Securities-Corporate-11103835864

  1. The term "a certain percentage" in Article 8, paragraph 1, subparagraph 16, item A of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers (hereinafter, the "Foreign Issuer Regulations") and supplementary provisions relating thereto are as set out below:
    1. Persons required to place shares under centralized custody: The company's directors and any shareholder who holds more than 10 percent of the total number of issued shares of the company, as of the time that the filing is submitted for the cash capital increase.
    2. Number of shares to be placed under centralized custody: Persons required to place shares under centralized custody shall place under centralized custody the entire amount of shares that they hold. Furthermore, the total number of shares they place under centralized custody may not be less than the amount arrived at by calculating a certain percentage of the total amount of issued shares of the company plus the amount of shares to be issued for the cash capital increase. If their shares are insufficient for this purpose, they shall coordinate with other shareholders to make up the difference. If any aforesaid person required to place shares under centralized custody or shareholder who agrees to coordinate and place shares under centralized custody has already placed shares under centralized custody under Article 28-9 of the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings (hereinafter, the "Rules Governing Review of Securities Listings") or Article 5 of the Taipei Exchange Rules Governing the Review of Foreign Securities for Trading on the TPEx (hereinafter, the "Rules Governing the Review of Foreign Securities for Trading on the TPEx"), the number of shares that such person has already placed under centralized custody may be included in the calculation of the number of shares required to be placed in centralized custody under this Order.
    3. A certain percentage: Defined as set out in Article 10, paragraph 2, applied mutatis mutandis under Article 28-9, paragraph 2, of the Rules Governing Review of Securities Listings or in Article 5, paragraph 4 of the Rules Governing the Review of Foreign Securities for Trading on the TPEx.
    4. Centralized custody period and withdrawal upon expiration:
      1. In principle, shall be handled as set out in Article 10, paragraph 4, applied mutatis mutandis under Article 28-9, paragraph 2, of the Rules Governing Review of Securities Listings or in Article 5, paragraphs 8 and 9 of the Rules Governing the Review of Foreign Securities for Trading on the TPEx.
      2. If the issuer deducts the number of shares already placed in centralized custody in connection with its initial TWSE (or TPEx) listing from the number of shares required to be placed in centralized custody in connection with the current offering, the centralized custody period for that deducted number of shares shall be set at whichever is the longer of the required centralized custody period in connection with the initial TWSE (or TPEx) listing or the required centralized custody period in connection with the current offering.
      3. If a foreign issuer has already, in accordance with the requirements herein, placed shares under centralized custody in connection with a case previously conducted under Article 6, paragraph 1 of the Foreign Issuer Regulations, and it subsequently conducted another case under Article 6, paragraph 1 of the Foreign Issuer Regulations, and furthermore remains subject to the requirement hereunder to place shares under centralized custody, if the issuer is required to newly place an additional quantity of shares under centralized custody in connection with the current offering, the custody period of that additional quantity of shares newly placed in centralized custody shall begin to run from the effective registration date.
    5. Disclose in the prospectus any matter regulated under Article 43-1 of the Securities and Exchange Act and the company’s future business strategy.
    6. The contract for centralized custody shall specify the following matters:
      1. The type and quantity of stock to be kept in centralized custody.
      2. The custody period of the stock to be kept in centralized custody and the terms and conditions of withdrawal upon expiration; the contract furthermore shall specify that the contract may not be rescinded during the custody period.
      3. The custodial receipt may not be transferred or pledged, and this shall be specifically noted on the receipt.
      4. The effect of stock custody shall not be affected by any change of an original holder's status.
  2. This Order is effective from this day forward.
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