Asus 2011 Annual Report Download - page 67

63
Date of issuance (process)
Item May 30, 1997
Outstanding GDR 6,319,844 GDRS (December 31, 2011)
Issuance and expense amortization throughout the
issuance period
It is to be amortized in three years on average after issuance
according to Article 243 of Company Law
GDR agreement and depository agreement Please refer to Attachment B
Market price
per unit
(US$)
2011
Max. US$ 50.80
Min. US$ 32.09
Average US$ 38.86
As of April 27, 2012
Max. US$ 50.00
Min. US$ 39.00
Average US$ 44.97
Attachment A
1. Voting rights: May not exercise voting rights directly but instructing the GDR institute to
exercise voting rights according to the GDR agreement.
2. Dividend distribution, stock option, and other rights:
(1) Entitled to distribution of dividend and stock shares just like the common shareholders of
ASUS. GDR institute may have GDR issued proportionally to shareholdings or increase
the common stock shares recognized with each GDR or have stock dividend sold on
behalf of GDR holders and with the income distributed to GDR holders proportionally.
(2) GDR institute may have the said rights provided to GDR holders within the scope defined
by the law of R.O.C. or international law, or, GDR institute may have the said rights sold
on behalf of GDR holder and with the income distributed to GDR holders proportionally.
Attachment B
1. GDR agreement:
(1) Transfer/split: The ownership of GDR is evidenced by EUROCLEAR and CEDEL book
transaction and split system.
(2) Dividend and others:
 Cash dividend in US$ net of GDR institute fees and tax withholding is distributed to
GDR holders proportionally to their holdings.
 For the distribution of stock dividend, GDR holders are to have the total GDR adjusted
proportionally to the shareholding ratio recognized with GDR holdings; also, adjusted
the GDR of GDR holders accordingly. GDR institute may have the income distributed
to GDR holders proportionally.
 While having new stock shares issued for cash capitalization or arranging stock option,
GDR institute may (I) arrange stock subscription or (II) entrust the said right to GDR
holders; however, the new stock shares for cash capitalization are limited to the
exemption registered with SFC.
 GDR institute must strive to have cash dividend and stock dividend distributed to GDR
holders.
(3) Voting rights: Unless otherwise agreed upon, GDR institute must base on the GDR
agreement, law of R.O.C., and the instruction of GDR holders to exercise the voting rights
of the marketable security recognized with GDR.
2. Depository agreement: