UOB KAY HIAN PRIVATE LIMITED COMPANY REGISTRATION NUMBER: W 8 ANTHONY ROAD, #01-01, SINGAPORE TEL: (65)

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1 UOB KAY HIAN PRIVATE LIMITED COMPANY REGISTRATION NUMBER: W 8 ANTHONY ROAD, #01-01, SINGAPORE TEL: (65) HU AN CABLE HOLDINGS LTD. 2 ND TDR PROGRAMME RENUNCIATION FORM UOBKH TRADING ACCOUNT NO. (If any) / TR CODE PART A FORM OF RENUNCIATION (TO BE COMPLETED BY RENOUNCER) INSTRUCTIONS 1. The terms and conditions and procedures (the Terms and Procedures ) of the 2 nd TDR Programme of the Company ( 2 nd TDR Programme ) set out at Appendix A hereto, together with this renunciation form (the Renunciation Form ) constitute the contract between you, UOB Kay Hian Private Limited ( UOBKH ) and Hu An Cable Holdings Ltd. (Company Registration Number: N) (the Company ) in relation to your renunciation of all or part of your Allocated TDRs in relation to the 2 nd TDR Programme of the Company. You should complete Part A of this Renunciation Form in accordance with the instructions contained in the Terms and Procedures and in this Renunciation Form. All capitalised terms used but not defined in this Renunciation Form shall bear the meanings ascribed to them in the Terms and Procedures, unless the context requires otherwise. 2. You may renounce all or part of your Allocated TDRs, provided that: you are a Participating Shareholder of the 2 nd TDR Programme and an Eligible Shareholder; (b) you shall be entitled to renounce all or any portion of your Allocated TDRs in favour of other Participating Shareholders only ("Renouncee"); (c) the number of Allocated TDRs that you may renounce in favour of a Renouncee shall be no more than the number of Excess Shares of such Renouncee; (d) any renunciation (of all or any portion of the Allocated TDRs) of less than 100 lots shall only be made in favour of one (1) Renouncee; and (e) you shall complete and submit and shall procure the Renouncee(s) to complete and submit, all forms and documents required under Paragraphs 3 and 4 below, by hand to UOBKH at 8 Anthony Road, #01-01, Singapore BY 5:00 P.M. ON THE SECOND BUSINESS DAY AFTER THE DATE OF ANNOUNCEMENT OF THE ALLOCATION BY THE COMPANY (or such other time(s) and/or date(s) as may be approved by the Company). YOU SHOULD NOTE THAT THE PERIOD FOR WHICH RENUNCIATION MAY BE MADE SHALL COMMENCE ON THE BUSINESS DAY FALLING AFTER THE DATE OF ANNOUNCEMENT OF THE ALLOCATION AND SHALL END AT 5:00 P.M. ON THE SECOND BUSINESS DAY FALLING AFTER THE DATE OF ANNOUNCEMENT OF THE ALLOCATION. THE RENUNCIATION BY YOU OF ALL OR ANY PART OF YOUR ALLOCATED TDRS SHALL NOT BE VALID UNLESS THE DOCUMENTS LISTED IN PARAGRAPHS 3 AND 4 BELOW DULY EXECUTED BY YOU AND ALL THE RENOUNCEE(S) (AS THE CASE MAY BE) HAVE BEEN RECEIVED BY UOBKH AS AFORESAID. 3. You are required to complete and submit Part A of this Renunciation Form. You should note that receipt of this Part A of this Renunciation Form signed by you shall be conclusive evidence that you have renounced your portion of your Allocated TDRs in favour of the Renouncee(s) so named in the Part A of this Renunciation Form. 4. Each Renouncee is required to submit the following documents (and such other documents as may be requested by UOBKH) to UOBKH: If the Renouncee is an individual: (b) duly signed and completed Part B of this Renunciation Form; and if Part B of this Renunciation Form is to be completed by the Renouncee's attorney, a certified true copy of the power of attorney, or if Part B of this Renunciation Form is to be completed by the executor of a will or the administrator of the estate of a deceased Renouncee, a certified true copy of the relevant grant of probate and letters of administration. 1

2 If the Renouncee is not an individual (i.e., the Renouncee is a company, corporation, sole proprietorship, partnership or limited liability partnership), duly signed and completed Part B of this Renunciation Form. 5. It is the responsibility of the Renouncer and Renouncee to ensure that Part A and Part B of this Renunciation Form (duly completed and executed by the respective parties) and other documents required to be submitted together with this Renunciation Form are properly completed in all respects. UOBKH shall be entitled to reject any Renunciation Form and any other document submitted which does not comply with the provisions and instructions contained in the Terms and Procedures and in this Renunciation Form, or which is otherwise incomplete, incorrect or invalid in any respect. Any decision to reject this Renunciation Form and such other documents on the grounds that it has been invalidly, incorrectly or incompletely signed, completed or submitted will be final and binding, and none of UOBKH and its related corporations and their respective officers, employees, agents and/or representatives accepts any responsibility or liability in relation to such a decision, including the consequences thereof. UOBKH shall not be under any obligation to notify the Renouncer or Renouncee of the rejection of his or its Renunciation Form or any other document submitted and no Renouncer or Renouncee shall be entitled, where his or its Renunciation Form or any other document submitted has been so rejected, to re-apply or resubmit his or its Renunciation Form or any other document submitted on or after 5.00 p.m. on the second Business Day falling after the date of announcement of the Allocation. PARTICULARS OF RENOUNCER FULL NAME AS IN NRIC/PASSPORT FOR INDIVIDUALS NRIC / PASSPORT NO. DATE OF BIRTH (dd/mm/yyyy) / / NATIONALITY Singaporean Singapore PR* Taiwanese Others (please specify accordingly) *If you are Singapore PR, please state your country of origin/ birth: CONTACT NUMBERS Home Office Mobile Others 2

3 If the Renouncer s account is a joint account for which the joint holder is an individual, please provide the particulars of the other account holder below: FULL NAME AS IN NRIC/PASSPORT NRIC / PASSPORT NO. DATE OF BIRTH (dd/mm/yyyy) / / NATIONALITY Singaporean Singapore PR* Taiwanese Others (please specify accordingly) *If you are Singapore PR, please state your country of origin/ birth: CONTACT NUMBERS Home Office Mobile Others NAME OF ENTITY FOR ENTITIES REGISTRATION NUMBER OF ENTITY COUNTRY OF INCORPORATION/REGISTRATION Singapore Taiwan Others (Please specify accordingly) 3

4 NAME OF CONTACT PERSON / DESIGNATION CONTACT NUMBERS Home Office Mobile Others RENOUNCEE AND NUMBER OF RENOUNCED TDRS YOUR NUMBER OF ALLOCATED TDRS: NAME OF RENOUNCEE NRIC/PASSPORT NO./REGISTRATION NO. (ENTITY) NUMBER OF ALLOCATED TDRS WHICH YOU WISH RENOUNCE IN FAVOUR OF THE RENOUNCEE NAMED ABOVE *Please note that the number of Allocated TDRs which you wish to renounce in favour of the Renouncee named above SHALL BE NO MORE THAN THE NUMBER OF EXCESS SHARES OF SUCH RENOUNCEE. *PLEASE NOTE THAT RENUNCIATION (OF ALL OR ANY PORTION OF YOUR ALLOCATED TDRS) OF LESS THAN 100 LOTS SHALL BE MADE IN FAVOUR OF ONE (1) RENOUNCEE ONLY. 4

5 To: (A) UOB Kay Hian Private Limited ( UOBKH ) (B) Hu An Cable Holdings Ltd. RENOUNCER'S DECLARATION (1) I/We hereby declare that I/we have read and understood and agree to the terms, conditions and procedures applicable to the renunciation of my/our portion of Allocated TDRs as set out in this Renunciation Form and in Appendix A to this Renunciation Form. (2) I/We hereby irrevocably and unconditionally confirm that I/we renounce my/our portion of my/our Allocated TDRs as stated in this Renunciation Form in favour of the Renouncee named in Part A of this Renunciation Form in accordance with the terms and conditions set out in the Terms and Procedures and in this Renunciation Form. (3) I/We hereby confirm that I/we have duly executed this Renunciation Form and have submitted the same to UOBKH, (b) this Renunciation Form was not furnished to me/us outside Singapore, and (c) I/we have executed this Renunciation Form in Singapore. (4) I/We hereby irrevocably request and authorize UOBKH to process my/our Renunciation Form and to do all things necessary and/or desirable in connection therewith. (5) I/We hereby authorise UOBKH to disclose information contained in this Renunciation Form and such other information relating to my/our personal particulars and financial status as UOBKH deems fit and appropriate, without reference to me/us, for the purpose of approving and/or processing my/our renunciation and such other purpose in connection with my/our renunciation herein. (6) I/We irrevocably appoint UOBKH or any of its authorized persons severally as my/our attorney (with full power of substitution and delegation), on my/our behalf and in my/our name or otherwise, at such time and in such manner as each attorney thinks fit to complete, amend, approve, execute and sign, in connection with my/our renunciation herein, this Renunciation Form and any other document or form in connection thereto in connection with my/our renunciation (collectively, the Documents ); and (b) do all such things, as may be necessary or desirable in the opinion of each attorney in connection with my/our renunciation, including, but without prejudice to the generality of the foregoing, the submission of the Documents, any other forms, undertakings and all other documents which are required to be submitted to any governmental or regulatory authorities or bodies in Singapore and in Taiwan, in connection with my/our renunciation. I/We further agree and undertake to execute a power of attorney appointing UOBKH and its authorized persons as my/our attorneys if so required, and in such form required by UOBKH. The attorneys so authorised shall have the right to grant sub-powers of attorney. (7) I/We shall indemnify and hold UOBKH, its nominee and their respective directors, officers and employees (collectively, the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, costs and expenses, including out-ofpocket and incidental expenses that may be imposed on, incurred by, or asserted against the Indemnitees in connection with my/our renunciation or the transactions contemplated hereunder. (8) I/We understand that my/our submission and UOBKH's receipt and review of this Renunciation Form in no way implies that my/our renunciation is accepted and UOBKH shall reserve the unconditional right to reject my/our renunciation without obligations to render me/us any explanations or reasons for such rejection. (9) I/We agree that neither (i) UOBKH, its nominee or their respective directors, officers or employees, or any other third party appointed by UOBKH in connection with the 2 nd TDR Programme (individually and collectively, the UOBKH Group ) nor (ii) the Company, their respective directors, officers or employees, or any other third party appointed by the Company in connection with the 2 nd TDR Programme (individually and collectively, the "Hu An Cable Group") will be liable to me/us for any loss, damage or expense suffered by me/us arising out of or in connection with the matters to which this Renunciation Form or the 2 nd TDR Programme relates. UOBKH and the Company will be entitled to rely fully on, and the UOBKH Group and the Hu An Cable Group shall have no liability for, the accuracy and validity of any information received by UOBKH and/or the Company from me/us without limitation, any representation, warranty or information supplied by me/us in this Renunciation Form. The UOBKH Group and the Oceanus Group will not be responsible for, or have any duty to inquire into, or be deemed to make any assurances with respect to the accuracy or completeness of such information and UOBKH and the Company will be entitled to rely absolutely on and will have no liability for the accuracy or validity of such information. (10) I/We acknowledge that my/our renunciation of the number of Allocated TDRs stated in Part A of this Renunciation Form shall be irrevocable. (11) This Renunciation Form shall be governed by and construed in all respects in accordance with the laws of Singapore. 5

6 For Individual Signature of Renouncer or attorney Name: Date: For Entity (with Common Seal) The Common Seal of ) )* Was hereby affixed in accordance with its ) Articles of Association or equivalent constitutive document ) Name: Director Name: Director/Company Secretary Date: * Please insert name of Entity For Entity (with no Common Seal)** Signature of Director (or attorney) of * Name: Director Date: We declare and confirm that we do not have a common seal and that we are not required under the laws of the jurisdiction in which we were incorporated/registered to have a common seal. Name: Director Date: * Please insert name of Entity ** Please include company/firm stamp (if available) 6

7 PART B FORM OF RENUNCIATION (TO BE COMPLETED BY RENOUNCEE) INSTRUCTIONS 1. The terms and conditions and procedures (the Terms and Procedures ) of the 2 nd TDR Programme set out at Appendix A hereto, together with this renunciation form (the Renunciation Form ) constitute the contract between you, UOB Kay Hian Private Limited ( UOBKH ) and Hu An Cable Holdings Ltd. (Company Registration Number: N) (the Company ) in relation to your acceptance of the number of Renounced TDRs as stated in Part B of this UOBKH Renouncement Form, from the Renouncer so named in Part A of this Renunciation Form. You should complete Part B of this Renunciation Form in accordance with the instructions contained in Terms and Procedures and in this Renunciation Form. All capitalised terms used but not defined in this Renunciation Form shall bear the meanings ascribed to them in the Terms and Procedures, unless the context requires otherwise. 2. In order to accept the Renounced TDRs from the Renouncer so named in Part A of this Renunciation Form, you are required to submit the following documents (and such other documents as may be requested by UOBKH) to UOBKH: If you are an individual: (b) duly signed and completed Part B of this Renunciation Form; and if Part B of this Renunciation Form is to be completed by your attorney, a certified true copy of the power of attorney, or if Part B of this Renunciation Form is to be completed by the executor of a will or the administrator of the estate of a deceased Renouncee, a certified true copy of the relevant grant of probate and letters of administration. If you are not an individual (i.e., if you are a company, corporation, sole proprietorship, partnership or limited liability partnership),: duly signed and completed Part B of this Renunciation Form. PARTICULARS OF RENOUNCEE FOR INDIVIDUALS FULL NAME AS IN NRIC/PASSPORT NRIC / PASSPORT NO. DATE OF BIRTH (dd/mm/yyyy) / / NATIONALITY Singaporean Singapore PR* Taiwanese Others (please specify accordingly) *If you are Singapore PR, please state your country of origin/ birth: 7

8 CONTACT NUMBERS Home Office Mobile Others FOR ENTITIES NAME OF ENTITY REGISTRATION NUMBER OF ENTITY COUNTRY OF INCORPORATION/REGISTRATION Singapore Taiwan Others (Please specify accordingly) NAME OF CONTACT PERSON / DESIGNATION CONTACT NUMBERS Home Office Mobile Others 8

9 NUMBER OF YOUR EXISTING ALLOCATED TDRS: NUMBER OF RENOUNCED TDRS TO BE ACCEPTED NUMBER OF YOUR EXISTING EXCESS SHARES: NUMBER OF RENOUNCED TDRS WHICH YOU WISH ACCEPT FROM THE RENOUNCER SO NAMED IN PART A OF THIS RENUNCIATION FORM: *Please note that the number of Renounced TDRs which you wish to accept SHALL BE NO MORE THAN THE NUMBER OF YOUR EXISTING EXCESS SHARES. To: (A) UOB Kay Hian Private Limited ( UOBKH ) (B) Hu An Cable Holdings Ltd. RENOUNCEE'S DECLARATION (1) I/We hereby declare that I/we have read and understood and agree to the terms, conditions and procedures applicable to my/our acceptance of the number of Renounced TDRs as stated in Part B of this Renunciation Form and in Appendix A to this Renunciation Form. (2) I/We hereby confirm that I/we accept the number of Renounced TDRs from the Renouncer named in Part A of this Renunciation Form as stated in Part B of this Renunciation Form in accordance with the terms and conditions set out in the Terms and Procedures and in this Renunciation Form. (3) I/We hereby confirm that I/we have duly executed this Renunciation Form and have submitted the same to UOBKH, (b) this Renunciation Form was not furnished to me/us outside Singapore, and (c) I /we have executed this Renunciation Form in Singapore. (4) I/We hereby irrevocably request and authorize UOBKH to process my/our Renunciation Form and to do all things necessary and/or desirable in connection therewith. (5) I/We hereby authorise UOBKH to disclose information contained in this Renunciation Form and such other information relating to my/our personal particulars and financial status as UOBKH deems fit and appropriate, without reference to me/us, for the purpose of approving and/or processing my acceptance of the number of Renounced TDRs as stated in Part B of this Renunciation Form and such other purpose in connection with my/our acceptance herein. (6) I/We irrevocably appoint UOBKH or any of its authorized persons severally as my/our attorney (with full power of substitution and delegation), on my/our behalf and in my/our name or otherwise, at such time and in such manner as each attorney thinks fit to complete, amend, approve, execute and sign, in connection with my/our acceptance of the number of Renounced TDRs as stated in this Part B of this Renunciation Form, this Renunciation Form and any other document or form in connection thereto in connection with my/our acceptance (collectively, the Documents ); and (b) do all such things, as may be necessary or desirable in the opinion of each attorney in connection with my/our acceptance, including, but without prejudice to the generality of the foregoing, the submission of the Documents, any other forms, undertakings and all other documents which are required to be submitted to any governmental or regulatory authorities or bodies in Singapore and in Taiwan, in connection with my/our acceptance. I/We further agree and undertake to execute a power of attorney appointing UOBKH and its authorized persons as my/our attorneys if so required, and in such form required by UOBKH. The attorneys so authorised shall have the right to grant sub-powers of attorney. (7) I/We shall indemnify and hold UOBKH, its nominee and their respective directors, officers and employees (collectively, the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, costs and expenses, including out-ofpocket and incidental expenses that may be imposed on, incurred by, or asserted against the Indemnitees in connection with this application or the transaction contemplated hereunder. (8) I/We understand that my/our submission and UOBKH's receipt and review of this Renunciation Form in no way implies the that my/our acceptance of the number of Renounced TDRs as stated in this Part B of this Renunciation Form is successful and UOBKH shall reserve the unconditional right to reject my/our acceptance without obligations to render me/us any explanations or reasons for such rejection. 9

10 (9) I/We agree that neither (i) UOBKH, its nominee or their respective directors, officers or employees, or any other third party appointed by UOBKH in connection with the 2 nd TDR Programme (individually and collectively, the UOBKH Group ) nor (ii) the Company, their respective directors, officers or employees, or any other third party appointed by the Company in connection with the 2 nd TDR Programme (individually and collectively, the "Hu An Cable Group") will be liable to me/us for any loss, damage or expense suffered by me/us arising out of or in connection with the matters to which this Renunciation Form or the 2 nd TDR Programme relates. UOBKH and the Company will be entitled to rely fully on, and the UOBKH Group and the Hu An Cable Group shall have no liability for, the accuracy and validity of any information received by UOBKH and/or the Company from me/us without limitation, any representation, warranty or information supplied by me/us in this Renunciation Form. The UOBKH Group and the Oceanus Group will not be responsible for, or have any duty to inquire into, or be deemed to make any assurances with respect to the accuracy or completeness of such information and UOBKH and the Company will be entitled to rely absolutely on and will have no liability for the accuracy or validity of such information. (10) I/We acknowledge that my/our acceptance of the number of Renounced TDRs as stated in this Part B of this Renunciation Form shall be irrevocable. (11) This Renunciation Form shall be governed by and construed in all respects in accordance with the laws of Singapore. For Individual Signature of Renouncee or attorney Name: Date: For Entity (with Common Seal) The Common Seal of ) )* Was hereby affixed in accordance with its ) Articles of Association or equivalent constitutive document ) Name: Director Name: Director/Company Secretary Date: * Please insert name of Entity 10

11 For Entity (with no Common Seal)** Signature of Director (or attorney) of * Name: Director Date: We declare and confirm that we do not have a common seal and that we are not required under the laws of the jurisdiction in which we were incorporated/registered to have a common seal. Name: Director Date: * Please insert name of Entity ** Please include company/firm stamp (if available) 11

12 APPENDIX A TERMS AND PROCEDURES OF THE 2 ND TDR PROGRAMME [Please see Terms and Procedures of the 2 nd TDR Programme attached] 12

13 2 nd TDR PROGRAMME OF HU AN CABLE HOLDINGS LTD. COMMENCEMENT DATE OF APPLICATION PERIOD : 27 JUNE 2011, 9.00am CLOSING DATE OF APPLICATION PERIOD : 1 JULY 2011, 5:00pm HU AN CABLE HOLDINGS LTD (Incorporated in Singapore) (Company Registration Number: N) CONVERSION OF ORDINARY SHARES INTO TAIWAN DEPOSITORY RECEIPTS AND SALE THEREOF ON THE TAIWAN STOCK EXCHANGE Hu An Cable Holdings Ltd (the "Company") has established a programme for the conversion of up to an aggregate of 140,000,000 issued and paid up ordinary shares ("Shares") of the Company (comprising 70,000,000 existing Shares and 70,000,000 new Shares to be issued by the Company (the "New Shares")) into Taiwan Depository Receipts ("TDRs"), to be listed on the Taiwan Stock Exchange ("TSE") and the subsequent sale of such TDRs on the TSE (the "2 nd TDR Programme"). The terms and conditions applicable to the participation in the 2 nd TDR Programme are set out in Part A below (the "Terms"). Eligible Shareholders (as defined in paragraph 1 below) who wish to participate in the 2 nd TDR Programme are required to comply with the procedures set out in Part B below (the "Procedures"). The Company is entitled at its sole and absolute discretion, to amend the Terms and/or the Procedures and to suspend, extend or terminate the 2 nd TDR Programme at any time. PART A: TERMS AND CONDITIONS APPLICABLE TO THE 2 ND TDR PROGRAMME 1. Eligibility Only holders of Shares of the Company: (i) (ii) whose (or in the case of holders of Shares in a sub-account with a depository agent (or its nominee)), whose depository agent s (or its nominee's) or (in the case of holders of Shares who have used their Central Provident Fund ("CPF") monies to buy the Shares), whose CPF Agent Bank's (as defined in paragraph 2(c)(iv) below)(or its nominee's) registered addresses are in Singapore based on the records of The Central Depository (Pte) Limited ("CDP"); and whose Shares are in scripless form, will be entitled to participate in the 2 nd TDR Programme ("Eligible Shareholders"). For the avoidance of doubt, holders of Shares who are subject to a moratorium on the transfer or disposal of their interests in Shares will not be able to participate in the 2 nd TDR Programme while such moratorium remains in force. In addition, holders of existing TDRs in respect of Shares shall not be entitled to participate in the 2 nd TDR Programme with Shares converted from their existing TDRs. (b) All Tendered Shares (as defined in paragraph 2(d) below) must be free from all and any claims, charges, liens and other encumbrances whatsoever and must have been duly authorised, validly issued, allotted and fully paid-up. 13

14 In addition, in the case of an Eligible Shareholder, the Free Balance of his or its securities account or sub-account with a depository agent (or its nominee) or CPF Securities Account (as defined in paragraph 2(c)(iv) below) (as the case may be) must be credited with at least the number of Tendered Shares applied for as at 9:00 am on the date of transfer of the Tendered Shares (referred to in paragraph 2 of Part B: Procedures for Application) to UOB Kay Hian Private Limited ( UOBKH ). 2. Number of Existing Shares to be converted into TDRs The maximum number of existing Shares to be converted into TDRs is 70,000,000 or such other number of Shares as may be agreed between the Company and UOBKH ( 2 nd TDR Programme Size (Existing Shares) ). Eligible Shareholders who wish to participate in the 2 nd TDR Programme (the "Participating Shareholders") must apply to convert their Shares in lots of 1,000 Shares to TDRs. (c) Dragon Sea Power Limited ("Dragon Sea"), an existing holder of Shares, and Mr Dai Zhixiang, the Chief Executive Officer and Executive Chairman of the Board of Directors of the Company and who is deemed interested in Shares held by Dragon Sea by virtue of his ownership of all the shares in Dragon Sea, have provided undertakings to the Company and UOBKH that Dragon Sea will, and Mr Dai Zhixiang will procure Dragon Sea to, make up the balance where there is a shortfall of Participating Shares to convert an aggregate of 70,000,000 Shares to TDRs, whether arising as a result of: (i) (ii) (iii) (iv) the number of Shares applied for by Participating Shareholders by the close of the Application Period being less than the 2 nd TDR Programme Size (Existing Shares); the number of Shares standing to the credit of the Free Balance of a Participating Shareholder s securities account or sub-account with a depository agent (or its nominee) or CPF Securities Account (as defined below) (as the case may be) as at 9:00 am on the date of transfer of the Tendered Shares to UOBKH being less than the number of Shares applied for by such Participating Shareholder to be converted to TDRs; where the Participating Shareholder holds a sub-account with a depository agent (or its nominee), such depository agent (or its nominee) failing to transfer the number of Tendered Shares within two business days (a business day being a day on which commercial banks are open for business in Singapore and the Republic of China) ("Business Day") from the date of submission of the UOBKH Application Form, with 5 July 2011 (Tuesday) being the last day for the depository agent (or its nominee) to transfer such Tendered Shares to UOBKH; where the Participating Shareholders have used CPF monies to acquire the Participating Shares which are held by a nominee company ("CPF Nominee") of one of the agent banks approved or appointed by CPF with which the CPF Investment Account (defined in paragraph 7 of Part B) is maintained ("CPF Agent Bank") in a special (CPF) securities sub-account ("CPF Securities Account"), such CPF Nominee failing to transfer the requisite number of Tendered Shares within two Business Days from the date of submission of the UOBKH Application Form, with 5 July 2011 (Tuesday) being the last day for the CPF Nominee to transfer such Tendered Shares to UOBKH; 14

15 (v) (vi) any application to participate in the 2 nd TDR Programme by a Participating Shareholder being rejected for any reason, whether by any relevant governmental authority (including but not limited to the CPF Board, the Securities and Futures Bureau, Financial Supervisory Commission of Taiwan, the Executive Yuan, the TSE and the Taiwan Central Bank) or otherwise; and/or the number of existing Shares successfully applied for and/or available for conversion into TDRs being less than the 2 nd TDR Programme Size (Existing Shares) for any other reason whatsoever. (d) In the event the number of Shares for which valid applications have been received from Eligible Shareholders for conversion to TDRs pursuant to the 2 nd TDR Programme (Existing Shares) ( Tendered Shares ) exceeds the 2 nd TDR Programme Size (Existing Shares) (the number of such excess Shares being referred to as "Excess Shares"), the total number of Tendered Shares that can be converted to TDRs by the Participating Shareholders in accordance with the 2 nd TDR Programme shall be determined on a PRO RATA BASIS, with fractional entitlements being rounded to a whole number as determined by the Company (the "Allocation"). The Allocation is expected to be determined within five Business Days of the close of the Application Period, being 8 July 2011 (based on the indicative timeline set out in paragraph 13) after which the results will be announced by the Company through SGXNET. The Excess Shares are expected to be returned to the relevant Participating Shareholders within two weeks from the date of Allocation (as referred to in paragraph 13 below). If a Participating Shareholder had participated in the 2 nd TDR Programme with Tendered Shares that were held by such Participating Shareholder in a sub-account with a depository agent (or its nominee), Excess Shares (if any) will be returned to such Participating Shareholder s sub-account and not directly to such Participating Shareholder s direct securities account with the CDP. If a Participating Shareholder had participated in the 2 nd TDR Programme with Tendered Shares that were held by a CPF Nominee, Excess Shares (if any) will be returned to such Participating Shareholder s CPF Securities Account. Participating Shareholders should note that they may end up with odd lots after Allocation. Such odd lots may potentially be more difficult to sell, or require greater transaction costs per Share to sell, as compared with Shares in board lots of 1,000 Shares. Participating Shareholders should ensure that the "Free Balance" of their securities accounts, sub-account with a depository agent (or its nominee) or CPF Securities Account (as the case may be) are credited with the relevant number of Excess Shares before dealing with the Excess Shares. (e) For a period of one month from the date that Excess Shares are returned to Participating Shareholders ("Concessionary Period"), which is expected to be 22 July 2011 at the latest (based on the indicative timeline set out in paragraph 13) UOBKH will allow Participating Shareholders who have securities trading accounts with UOBKH to trade in odd lots at a concessionary brokerage fee of S$20.00 per contract (which fee is exclusive of goods and services tax). Participating Shareholders that are trading odd lots should ensure that Excess Shares have been returned to them. After the Concessionary Period, the concessionary brokerage fee will no longer apply. Such Concessionary Period for the trading in odd lots by Participating Shareholders at a concessionary brokerage fee will cease with immediate effect in the event that the 2 nd TDR Programme is terminated, or otherwise not proceeded with for any reason whatsoever. 15

16 3. Renunciation Participating Shareholders who are Eligible Shareholders shall be entitled to renounce all or any portion of the number of Shares comprised in the TDRs which are allocated to him or it ("Allocated TDRs"), upon Allocation, provided that : - (i) (ii) such Participating Shareholders who are Eligible Shareholders shall be entitled to renounce all or any portion of the Allocated TDRs in favour of other Participating Shareholders only (each a "Renouncee" and the Participating Shareholder so renouncing shall be referred to as "Renouncer"); the number of Allocated TDRs that may be renounced in favour of a Renouncee (the Renounced TDRs ) shall be no more than the number of Excess Shares of such Renouncee; (iii) any renunciation (of all or any portion of the Allocated TDRs) of less than 100 lots shall only be made in favour of one (1) Renouncee; and (iv) the Renouncer shall complete and submit and shall procure the Renouncee(s) to complete and submit, all forms and documents required under Part B, Paragraphs 10 to 12, by hand to UOBKH at 8 Anthony Road, #01-01, Singapore by 5.00 pm on the second Business Day after date of announcement of the Allocation by the Company (that is, by 5.00 pm on 12 July 2011 (based on the indicative timeline set out in paragraph 13)) (or such other time(s) and/or date(s) as may be approved by the Company). Participating Shareholders should note that the period for which renunciation may be made shall commence on the Business Day falling after the date of announcement of the Allocation and shall end at 5.00 p.m. on the second Business Day falling after the date of announcement of the Allocation. The renunciation by a Participating Shareholder of all or any part of his Allocated TDRs shall not be valid unless the documents listed in Part B, paragraphs 10 to 12 below are duly executed by the Renouncer and all the Renouncee(s) (as the case may be) have been received by UOBKH as aforesaid. (b) A Renouncee should note that in respect of a valid renunciation by a Renouncer of all or any of his or its part of his or its Allocated TDRs in favour of such Renouncee in accordance with the terms hereof:- (i) (ii) (iii) the Renouncee s Participating Shares for the purposes of the Terms will comprise the number of Shares that can be converted to TDRs (1) as allocated to it or him pursuant to the Allocation and (2) in the Renounced TDRs validly renounced by the Renouncer to the Renouncee in accordance with the terms herein and in the Renunciation Form; the Renouncee s Excess Shares for the purposes of the Terms will be the number of its or his Tendered Shares less the Participating Shares referred to in sub-paragraph (i) above; contribution to the TDR Expenses referred to in paragraph 10 below will be in respect of the Participating Shares referred to in sub-paragraph (i) above. For the avoidance of doubt, the Renouncee is not required to pay any additional amount(s) as referred to in paragraph 10 in respect of the Participating Shares as referred to in subparagraph (i) above. (c) A Renouncer should note that in respect of a valid renunciation by a Renouncer of all or any of his or its part of his or its Allocated TDRs in favour of the Renouncee(s) in accordance with the terms hereof :- 16

17 (i) (ii) (iii) the Renouncer s Participating Shares will comprise the number of Shares that can be converted to TDRs as allocated to it or him pursuant to the Allocation less the number of Shares in the Renounced TDRs validly renounced by the Renouncer to the Renouncee(s) in accordance with the terms herein and in the Renunciation Form; the Renouncer s Excess Shares will be the number of its or his Tendered Shares less the Participating Shares referred to in sub-paragraph (i) above; and contribution to the TDR Expenses referred to in paragraph 10 will be in respect of the Participating Shares referred to in sub-paragraph (i) above. 4. Basis of conversion The conversion ratio for the 2 nd TDR Programme shall be five Shares for four TDRs. 5. Issue Price The actual issue price of the TDRs shall be determined by the Company and Jih Sun Securities Company Limited as the underwriter for the offering and sale of the TDRs (the "Underwriter"), taking into account the market and economic conditions, provided always that: the actual issue price of the TDRs shall not be priced at more than a 10% discount to the average price for trades of TDRs on the TSE on the first, third and fifth market days prior to the relevant price-fixing date for the 2 nd TDR Programme (or such other price as may be determined in accordance with the relevant laws, regulations or rules in Taiwan (including, without limitation, the rules of the TSE)); and (b) in compliance with Rule 811 of the Listing Manual of the Singapore Exchange Securities Trading Limited (the SGX-ST ), the price of each Share underlying the TDRs in Singapore dollars, based on the exchange rate for New Taiwan dollars into Singapore dollars as quoted by Bloomberg L.P. on the day the underwriting agreement between the Company and the Underwriter (the Underwriting Agreement ) is signed, shall not be priced at more than a 10% discount to the weighted average price for trades done on the SGX-ST for the full market day on which the Underwriting Agreement is signed (or if trading in the Shares is not available for a full market day, the weighted average price must be based on the trades done on the preceding market day up to the time the Underwriting Agreement is signed). For the purpose of clarification, every one TDR will represent 1.25 Shares. Eligible Shareholders should note that, save as disclosed above, there is no minimum price at which the TDRs will be sold on the TSE and the net proceeds that the Participating Shareholders may receive (after deducting all relevant expenses and amounts due and payable to UOBKH and/or its nominee(s) and the Taiwan Agent (as defined in paragraph 10(c)) under the 2 nd TDR Programme) after converting the Shares into TDRs may be less than the amount they could have obtained by selling the Shares on the SGX-ST. 6. Application Period The application period is scheduled to commence at 9.00 a.m. (Singapore time) on 27 June 2011 and to close at 5.00 p.m. (Singapore time) on 1 July

18 7. Transfer of Shares All Participating Shareholders will be required to transfer their Tendered Shares to UOBKH or its nominee to hold as a bare trustee and custodian in the Share Escrow Account referred to in paragraph 8. Participating Shareholders with Tendered Shares in direct securities accounts should note that CDP Forms 4.2 in relation to their Tendered Shares to be transferred as aforesaid, will only be submitted to effect such transfer on or after the second Business Day after the close of the Application Period, being 5 July 2011 (based on the indicative timeline set out in paragraph 13). Participating Shareholders should also note that: (i) their application to participate in the 2 nd TDR Programme will be rejected if CDP rejects their CDP Form 4.2 for any reason whatsoever; and (ii) where the Tendered Shares are held in a sub-account with a depository agent (or its nominee) or a CPF Securities Account, the relevant depository agent (or its nominee) or CPF Nominee may only transfer the relevant Tendered Shares to UOBKH or its nominee as aforesaid from 28 June UOBKH shall not be obliged to accept any transfers of Tendered Shares by a depository agent (or its nominee) (where the Tendered Shares are held in a subaccount with a depository agent (or its nominee)) or by a CPF Nominee (where the Tendered Shares are held in a CPF Securities Account) prior to 28 June (b) Such Tendered Shares referred to in paragraph 7 above (other than Excess Shares which have been returned to the Participating Shareholders) cannot be dealt with by the Participating Shareholders nor can any encumbrance be created in respect of such Tendered Shares pending the listing and sale of the TDRs. Any application by any Participating Shareholder to participate in the 2 nd Programme shall be irrevocable. TDR Participating Shareholders should note that based on the indicative timetable, there will be a period of approximately 11 weeks from the time the application period opens to the listing of the TDRs on the TSE and the completion of the sale of the TDRs. During this period, Participating Shareholders will not be allowed to trade or otherwise deal with the Participating Shares or to create any encumbrance in respect thereof. (c) If the 2 nd TDR Programme is terminated, aborted or otherwise not proceeded with for any reason whatsoever, then all Shares transferred to UOBKH under paragraph 7 above will be returned to the respective Participating Shareholder's direct securities account, sub-account with a depository agent (or its nominee) or CPF Securities Account (as the case may be) within seven Business Days of such occurrence. Participating Shareholders who have disposed of any Excess Shares should note that they may end up with odd lots if the 2 nd TDR Programme is terminated or otherwise not proceeded with for any reason whatsoever, and the Participating Shares returned to the Participating Shareholders. Such odd lots may potentially be more difficult to sell, or require greater transaction costs per Share to sell, as compared with Shares in board lots of 1,000 Shares. 18

19 Participating Shareholders should ensure that the "Free Balance" of their securities accounts, sub-account with a depository agent (or its nominee) or CPF Securities Account (as the case may be) is credited with the relevant number of Excess Shares so returned before dealing with such Shares. 8. Conversion and Sale (b) UOBKH will notify the Underwriter of the number of Tendered Shares to be converted to TDRs for the purposes of the 2 nd TDR Programme (the Participating Shares ). Participating Shares will be deposited in an escrow securities sub-account opened by UOBKH, being the omnibus account designated by UOBKH into which the Tendered Shares will be deposited by Participating Shareholders ("Share Escrow Account") to be held by UOBKH as custodian and nominee pending receipt of the proceeds of sale of the TDRs pertaining to the Participating Shares ("Escrow Proceeds"). The Escrow Proceeds will also be placed in an escrow account ("TDR Proceeds Account"). The Participating Shares will be released from the Share Escrow Account to the securities account specified by the Custodian (as defined in paragraph 9 below) ("Custodian's Account") against payment therefor. The Participating Shareholders shall authorise the Company to instruct the Underwriter to make payment of the Escrow Proceeds to UOBKH directly. The Participating Shareholders (or the depository agent (or its nominee), for Participating Shareholders who participated in the 2 nd TDR Programme with Participating Shares held in sub-accounts or the CPF Nominee, for Participating Shareholders who participated in the 2 nd TDR Programme with Participating Shares held in CPF Securities Accounts) will receive the Escrow Proceeds (after deducting all relevant expenses and amounts due and payable to UOBKH and/or its nominee(s) and Taiwan Agent under the 2 nd TDR Programme) in Singapore dollars (and UOBKH shall be entitled to convert the proceeds in Taiwanese dollars to Singapore dollars based on the exchange rate UOBKH can obtain at the relevant time for this purpose). UOBKH shall pay such portion of the Escrow Proceeds due to each Participating Shareholder only after receiving the Escrow Proceeds (less the Taiwan Agent Fee) from the Company and UOBKH shall not be liable to the Participating Shareholders or any party for any delay or non-payment by the Company. 9. Appointment of Underwriters, Legal Advisers and Facilitator The Company has appointed or will appoint the following institutions in connection with the 2 nd TDR Programme:- (b) (c) (d) Jih Sun Securities Company Limited as the Underwriter; UOBKH as the administrator, to administer the 2 nd TDR Programme; law firms based in Singapore, Taiwan and such other countries as the Company and UOBKH may consider necessary or desirable, to advise on legal issues relating to the 2 nd TDR Programme; and Far Eastern International Bank as the custodian agent (the "Custodian"); and the Participating Shareholders shall authorise the Company to effect such appointment and to negotiate the service fees and enter into the relevant letters of engagement or agreements with such persons on such terms as the Company deems fit. 19

20 10. Fees and Expenses to be borne by Participating Shareholders Each Participating Shareholder is required to pay the following amounts (which amounts are exclusive of goods and services tax (where applicable) unless otherwise stated, which will be borne by the Participating Shareholders): upon application to UOBKH: (i) (ii) a non-refundable amount of S$35 (which fee is inclusive of goods and services tax), which will be applied, inter alia, in payment of expenses incurred by UOBKH on behalf of the Participating Shareholder, including without limitation, in payment of the charges imposed by the CDP in connection with the transfers of Shares as set out in paragraphs 2(d), 7 and 8 above; an amount of S$0.007 per Tendered Share, subject to a maximum of S$490,000 for any one Participating Shareholder, in payment of the professional fees and/or expenses incurred by the Company for and on behalf of the Participating Shareholders in relation to the 2 nd TDR Programme. Upon Allocation, where there are excess applications from Participating Shareholders, any excess amount received by UOBKH from a Participating Shareholder will be refunded to:- (1) (in the case of Tendered Shares held in a direct securities account with CDP) the Participating Shareholder; (2) (in the case of Tendered Shares held in a sub-account with a depository agent) the depository agent for the account of the relevant sub-account holder; (3) (in the case of Tendered Shares held in a sub-account with a nominee of the depository agent) the nominee of the depository agent for the account of the relevant account holder; or (4) (in the case of Tendered Shares purchased with CPF monies) the CPF Nominee for the CPF Investment Account of the relevant account holder; as the case may be (without interest or any share of revenue or other benefit arising therefrom): (aa). (bb) if the TDRs are listed and sold, together with the proceeds of sale of TDRs referred to in paragraph 8 (if any) (subject to deduction of all relevant expenses and such amounts as may be due and payable to UOBKH and/or its nominee(s) and the Taiwan Agent under the 2 nd TDR Programme); or if the Company announces on SGXNET the termination of the 2 nd TDR Programme prior to the Company s receipt of all required approvals from the Taiwanese Authorities (as referred to in paragraph 11) for the 2 nd TDR Programme and the approval of the SGX-ST (as referred to in paragraph 11) within seven Business Days from the receipt by UOBKH of a notice in writing from the Company that it has issued an announcement as aforesaid. Each Participating Shareholder shall be required to bear its or his share of such professional fees and/or expenses based on the proportion that its or his Participating Shares bears to all the Participating Shares. Other than in respect of excess applications from Participating Shareholders, the amount received on application as aforesaid will not be refunded to the Participating 20

21 Shareholders, whether the 2 nd TDR Programme is terminated or not proceeded with or the TDRs are listed or sold, provided that if the Company announces on SGXNET, the termination of the 2 nd TDR Programme prior to its receipt of all required approvals from the Taiwanese Authorities (as defined in paragraph 11 below) for the 2 nd TDR Programme and the approval of the SGX-ST (as referred to in paragraph 11), half of such amount shall be refunded in accordance with sub-paragraphs (ii)(1) to (ii)(4) (without interest or any share of revenue or other benefit arising therefrom) within seven Business Days from the receipt by UOBKH of a notice in writing from the Company that it has issued an announcement as aforesaid. (b) upon the listing on the TSE and sale of the TDRs in connection with the 2 nd TDR Programme, pay a fee to UOBKH for its own account in respect of the number of its Participating Shares converted to TDRs amounting to 3% of the issue price of each TDR (excluding goods and services tax which will be borne by Participating Shareholders). For the purpose of determining the fees payable, the issue price of the TDRs shall be converted from New Taiwan dollars into Singapore dollars based on the exchange rate as quoted by the Taiwan bank with which the TDR Proceeds Account has been opened, on 13 September 2011, (or such other date as may be agreed between the Company and the Underwriter) being the date on which the Participating Shares shall be released by UOBKH to the Custodian's Account, upon the receipt of evidence satisfactory to UOBKH that the TDR Proceeds (as defined below) have been credited into the TDR Proceeds Account and as agreed in writing by the Company and UOBKH ("Agreed Exchange Rate"). UOBKH shall deduct the above fees from the proceeds of sale of the TDRs ("TDR Proceeds") due to each Participating Shareholder. (c) upon the listing on the TSE and sale of the TDRs in connection with the 2 nd TDR Programme, the fee ("Taiwan Agent Fee") payable to the entity in Taiwan to be appointed by the Company in connection with the placement of the TDRs ("Taiwan Agent") in accordance with the following schedule, to be deducted from the Escrow Proceeds and remitted to the Company, and which the Company shall pay to the Taiwan Agent, on behalf of the Participating Shareholders: Issue price per Participating Share (S$) (rounded to the nearest 3 decimal places) From (inclusive) To (inclusive) Nil % % % % % and above 10% Taiwan Agent Fee payable by each Participating Shareholder (as % of the aggregate issue price of all the Participating Shareholder's Participating Shares) For this purpose, the issue price per Participating Share in Singapore Dollars shall be determined by the Company based on the Agreed Exchange Rate, and the Taiwan Agent Fee shall be calculated accordingly. 21

22 UOBKH shall deduct the above fees from the proceeds of sale of the TDRs due to each Participating Shareholder. 11. Conditions Precedent The implementation of the 2 nd TDR Programme is conditional upon, inter alia, the granting of necessary approvals from the relevant authorities in Taiwan for the 2 nd TDR Programme, including the Securities and Futures Bureau, the Taiwan Financial Supervisory Commission, the Executive Yuan and the TSE and the Taiwan Central Bank (the Taiwanese Authorities ) and the granting of the relevant approval from the SGX-ST for the listing of and quotation for the New Shares. In accordance with Taiwanese regulations, the Company will submit the relevant applications to the Taiwanese Authorities only after confirmation of the list of the Participating Shareholders. 12. Miscellaneous (b) (c) (d) Nothing herein shall be taken as an indication of the commercial viability, success, profitability or merits of the 2 nd TDR Programme nor shall anything herein be taken to mean that the Company or UOBKH is recommending that Eligible Shareholders convert their Shares into TDRs, which itself is a commercial decision to be undertaken by the Participating Shareholders. None of the Company, UOBKH, the Underwriter, legal advisers or any other persons involved in the 2 nd TDR Programme makes any representation to any person regarding the legality of such person's participation in the 2 nd TDR Programme under any investment laws or other laws or regulations. No information contained herein should be regarded as being business, legal or tax advice. Each Eligible Shareholder should consult his or its own professional or other advisers for business, legal or tax advice regarding the 2 nd TDR Programme and its participation therein, including whether any governmental or regulatory approvals or authorisations are required for their participation in the 2 nd TDR Programme. Participating Shareholders shall complete all application forms and comply with all the laws and regulations of Singapore, Taiwan and any other applicable jurisdiction. Eligible Shareholders should note that participation in the2 nd TDR Programme is also subject to the terms and conditions set out in the UOBKH Application Form and the Taiwanese Application Form. PARTICIPATING SHAREHOLDERS SHOULD READ CAREFULLY THE TERMS AND PROCEDURES SET OUT HEREIN, THE UOBKH APPLICATION FORM AND THE TAIWANESE APPLICATION FORM BEFORE COMPLETING THE UOBKH APPLICATION FORM AND THE TAIWANESE APPLICATION FORM. 22