Asus 2015 Annual Report Download - page 87

83
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 reserves 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:
c Cash dividend in US$ net of GDR institute fees and tax withholding is distributed to
GDR holders proportionally to their holdings.
d 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.
e When issuing new stock shares 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.
f 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:
(1) Submit marketable security for the issuance of GDR.
(2) Inform GDR institute to have GDR issued.
(3) Deliver marketable security for the exchange of GDR
(4) Confirm the volume of GDR monthly
(5) Confirm the volume of GDR on the registration date
V. Employee stock option certificates: None
VI. Limit on Employee New Bonus Share: None
VII. Merger and acquisitions or stock shares transferred with new stock shares issued:
(1) The merger completed, stock shares transferred, and new stock shares issued in recent years and
up to the date of the annual report printed:
1. The opinions of the security underwriter who is responsible for merger, accepting other
company’s stock share, and issuing new stock shares in the most recent quarter: None
2. If the business performance of the last quarter does not meet expectation, please state the
impact on shareholder’s equity and the corrective action proposed: None
(2) If the merger is completed, stock shares is transferred, and new stock shares are issued in recent