Regulations Governing the Offering and Issuance of Overseas Securities by Issuers Article 3

A public company with shares listed on a stock exchange (a "listed company") or traded on an over-the-counter market in accordance with Article 3 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx (an "OTC company meeting the provisions of Article 3 of the TPEx Securities Review Regulations") may register to offer and issue overseas corporate bonds and overseas stocks, to sponsor issuance of overseas depositary receipts, and to trade its issued stocks on offshore stock exchanges.A public company that has entered into a listing contract with the Taiwan Stock Exchange Corporation or that, in accordance with Article 3 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx, has applied and entered into a contract with the Taipei Exchange for over-the-counter (OTC) trading of securities, may register to offer and issue overseas stocks or to sponsor issuance of overseas depositary receipts concurrent with its domestic underwriting.A public company with securities traded on OTC markets in compliance the Taipei Exchange Rules Governing the Review of Emerging Stocks for Trading on the TPEx (hereinafter referred to as an "emerging stock company") may register to offer and issue overseas convertible bonds and overseas corporate bonds with warrants.A company which is neither a listed company nor meets the provisions of Article 3 of the TPEx Securities Review Regulations may register to offer and issue overseas straight corporate bonds, as well as overseas convertible bonds. Such a company may also apply to offer and issue overseas corporate bonds with warrants where the applicant intends to meet future demand for bond conversions or the exercise of share purchase rights by using the shares it owns in either a listed company or in an OTC company meeting the provisions of Article 3 of the TPEx Securities Review Regulations.