**EXHIBIT
      2.2**




**CONFORMED
      COPY**








AU
      OPTRONICS CORP.




AND




CITIBANK,
      N.A.,




As
      Depositary,






AND




ALL
      HOLDERS AND BENEFICIAL OWNERS OF


AMERICAN
      DEPOSITARY SHARES EVIDENCED BY


AMERICAN
      DEPOSITARY RECEIPTS


ISSUED
      AND
      OUTSTANDING UNDER THE


DEPOSIT
      AGREEMENT, DATED AS OF MAY 29, 2002













Amendment
      No. 1


to


Deposit
      Agreement









Dated
      as
      of February 15, 2006












AMENDMENT
      NO. 1 TO DEPOSIT AGREEMENT




AMENDMENT
      NO. 1 TO DEPOSIT AGREEMENT, dated as of February 15, 2006 (the
“Amendment”), by and among AU Optronics Corp., a company organized and
      existing under the laws of the Republic of China (the “Company”),
      Citibank, N.A., a national banking association organized under the laws of
      the
      United States of America (the “Depositary”), and all Holders and
      Beneficial Owners from time to time of American Depositary Shares evidenced
      by
      American Depositary Receipts issued and outstanding under the Deposit Agreement,
      dated as of May 29, 2002.




WITNESSETH
      THAT:




WHEREAS,
      the Company and the Depositary entered into that certain Deposit Agreement,
      dated as of May 29, 2002 (the “Deposit Agreement”), for the creation of
      American Depositary Shares representing the Shares (as defined in the Deposit
      Agreement) so deposited and for the execution and delivery of American
      Depositary Receipts (“Receipts”) in respect of the American Depositary
      Shares (“ADSs”); and




WHEREAS,
      the Company Law of the Republic of China has been amended to permit certain
      shareholders of the Company to make proposals to be considered at the annual
      ordinary meeting of the Company’s shareholders and the Company desires to amend
      the Deposit Agreement to reflect such change and to permit Beneficial Owners
      of
      ADSs, subject to the conditions set forth herein, to instruct the Depositary
      to
      make a proposal for consideration at the annual ordinary meeting of the
      Company’s shareholders; and




WHEREAS,
      the Company Law of the Republic of China has been amended to permit certain
      shareholders of the Company to nominate candidates to be considered for election
      as directors at a meeting of the Company’s shareholders involving the election
      of directors if the






2






Company
      amends its Articles of Incorporation to adopt a Candidate Nomination System,
      as
      hereinafter defined, and the Company desires to amend the Deposit Agreement
      to
      reflect such change and to permit Beneficial Owners of ADSs, subject to the
      amendment of the Company's Articles of Incorporation and the conditions set
      forth herein, to instruct the Depositary to nominate candidates to be considered
      for election as directors at a meeting of the Company’s shareholders;
      and




WHEREAS,
      pursuant to Section 6.1 of the Deposit Agreement, the Company and the Depositary
      deem it desirable to amend the Deposit Agreement, the Receipts currently
      outstanding and the form of Receipt annexed to the Deposit Agreement as
Exhibit A for the purposes set forth herein.




NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Company and the Depositary hereby agree
      to
      amend the Deposit Agreement, the Receipts and the form of Receipt attached
      as
Exhibit A to the Deposit Agreement as follows:






ARTICLE
      I




DEFINITIONS




SECTION
      1.01.  Definitions .  Unless
      otherwise specified in this Amendment, all capitalized terms used, but not
      defined, herein shall have the meanings given to such terms in the Deposit
      Agreement.




SECTION
      1.02.  Effective Date .  The
      term “Effective Date” shall mean the date set forth above and as of which
      this Amendment shall become effective.






3






ARTICLE
      II




AMENDMENTS
      TO DEPOSIT AGREEMENT




SECTION
      2.01.  Deposit Agreement .  All
      references in the Deposit Agreement to the term “Deposit Agreement” shall, as of
      the Effective Date, refer to the Deposit Agreement, dated as of May 29, 2002,
      as
      amended by this Amendment.




SECTION
      2.02.  Principal Office .  The
      definition of “Principal Office” in Section 1.30 of the Deposit Agreement is, as
      of the Effective Date, deleted in its entirety and in its stead the following
      is
      inserted:




“SECTION
      1.30. “Principal Office”, when used with respect to the Depositary,
      shall mean the principal office of the Depositary at which at any particular
      time its depositary receipts business shall be administered, which, at the
      date
      of the Deposit Agreement, is located at 388 Greenwich Street, New York, New
      York
      10013, U.S.A.”




SECTION
      2.03.  Submission of Proposals .  The
      Deposit Agreement is hereby amended, as of the Effective Date, to add the
      following Section 4.16 at the end of Article IV of the Deposit
      Agreement:




“Section
      4.16  Right to Submit Proposals at Annual Ordinary Meeting of
      Shareholders.




(a)           Proposals
      by Shareholders.




The
      Company has informed the Depositary that under ROC Company Law, as in effect
      as
      of the date of the Deposit Agreement, holders of one percent (1%) or more of
      the
      total issued and outstanding Shares of the Company as of the applicable record
      date for determining holders of Shares with the right to vote at an annual
      ordinary meeting of the Company’s shareholders (the “Shareholder Proposal
      Record Date”), are entitled to submit one (1) written proposal (such
      proposal shall not include a Beneficial Owner's right to nominate candidates
      for
      election as directors at a meeting of the Company’s shareholders in accordance
      with the terms and subject to the conditions of Section 4.17 hereof, the
“Proposal”) each year for consideration at the annual ordinary meeting of
      the Company’s shareholders, providedthat:  (i) the
      Proposal is in the Chinese language and does not exceed 300 Chinese characters
      (including the reason(s) for the Proposal and all punctuation marks) in length,
      (ii) the Proposal is submitted to the Company prior to the expiration of the
      period for submission of Proposals (the






4






“Submission
      Period”) announced by the Company (which Submission Period and the place for
      eligible shareholders to submit the Proposal the Company undertakes to announce
      publicly each year in a report on Form 6-K submitted to the Commission
      prior to the commencement of the 60 days closed period prior to the annual
      ordinary meeting of the Company’s shareholders), (iii) only one (1) matter for
      consideration at the annual ordinary meeting of the Company’s shareholders shall
      be allowed in each Proposal, and (iv) the proposing shareholder shall attend,
      in
      person or by a proxy, such annual ordinary meeting of the Company’s shareholders
      whereat his or her or its Proposal is to be discussed in the Chinese language
      and such proposing shareholder, or his or her or its proxy, shall take part
      in
      the discussion of such Proposal in the Chinese language.  As the
      holder of the Deposited Securities, the Depositary or its nominee is entitled,
      provided the conditions of ROC law are satisfied, to submit only one (1)
      Proposal each year in respect of all of the Shares held on deposit as of the
      applicable Shareholder Proposal Record Date.  Holders and Beneficial
      Owners of ADSs do not under ROC law have individual rights to submit Proposals
      to the Company for consideration at the annual ordinary meeting of the Company’s
      shareholders but may be able to submit Proposals to the Company for
      consideration at the annual ordinary meeting of the Company’s shareholders if
      the Beneficial Owners (i) timely present their ADSs to the Depositary for
      cancellation pursuant to the terms of the Deposit Agreement and become holders
      of Shares in the ROC prior to the expiration of the Submission Period and prior
      to the applicable Shareholder Proposal Record Date, and (ii) otherwise satisfy
      the conditions of ROC law applicable to the submission of Proposals to the
      Company for consideration at an annual ordinary meeting of the Company’s
      shareholders.  Beneficial Owners of ADSs may not receive sufficient
      advance notice of an annual ordinary meeting of the Company’s shareholders to
      enable the timely withdrawal of Shares to make a Proposal to the Company and
      may
      not be able to re-deposit under the Deposit Agreement the Shares so
      withdrawn.  The Company has informed the Depositary that a Proposal
      shall only be voted upon at the annual ordinary meeting of the Company’s
      shareholders if the Proposal is accepted by the board of directors of the
      Company as eligible in accordance with Article 172-1 of the ROC Company Law
      and
      the Company's Articles of Incorporation for consideration at an annual ordinary
      meeting of the Company’s shareholders.




(b)           Single
      Proposal by Depositary or its Nominee on behalf of Beneficial
      Owners.




Holders****and
      Beneficial Owners of ADSs do not have individual proposal rights.  The
      Depositary will, if so requested by (a) Beneficial Owner(s) as of the applicable
      ADS Record Date that own(s), individually or as a group, at least 51% of the
      ADSs outstanding as of the applicable ADS Record Date (such Beneficial Owner(s),
      the “Submitting Holder(s)”), submit to the Company for consideration at
      the annual ordinary meeting of the Company’s shareholders one (1) Proposal each
      year, provided that:  (i) the Proposal submitted to the
      Depositary by the Submitting Holder(s) is in the Chinese language and does
      not
      exceed 300 Chinese characters (including the reason(s) for the Proposal and
      all
      punctuation marks) in






5






length,
      (ii) the Proposal is submitted to the Depositary by the Submitting Holder(s)
      at
      least two (2) Business Days prior to the expiration of the Submission Period,
      (iii) the Proposal is accompanied by a written certificate signed by each
      Submitting Holder, addressed to the Depositary and the Company and in a form
      satisfactory to the Depositary and the Company (the “First Proposal
      Certificate”), certifying, *inter alia*, (w) that each Submitting
      Holder has only certified the said Proposal, (x) that the Submitting
      Holder(s) own(s), individually or in the aggregate, at least 51% of the ADSs
      outstanding as of the date the Proposal is submitted by the Submitting Holder(s)
      to the Depositary (the “Proposal Submission Date”), (y) if the Proposal
      Submission Date is (i) on or after the applicable ADS Record Date, that the
      Submitting Holder(s) owned at least 51% of the ADSs outstanding as of the
      applicable ADS Record Date, and (ii) prior to the applicable ADS Record Date,
      that the Submitting Holder(s) will continue to own at least 51% of the ADSs
      outstanding as of the applicable ADS Record Date and will provide the Second
      Proposal Certificate, as defined below, and (z) the name(s) and address(es)
      of the Submitting Holder(s) and the number of ADSs owned by each Submitting
      Holder (together with certified evidence of each Submitting Holder’s ownership
      of the applicable ADSs as of the Proposal Submission Date, in the case of
      (y)(ii) above, and the applicable ADS Record Date, in the case of (y)(i) above),
      (iv) if the Proposal Submission Date is prior to the applicable ADS Record
      Date,
      the Submitting Holder(s) must also provide, within five (5) Business Days after
      the applicable ADS Record Date, a second written certificate signed by each
      Submitting Holder, addressed to the Depositary and the Company and in a form
      satisfactory to the Depositary and the Company (the “Second Proposal
      Certificate”), certifying, *inter alia*, that the Submitting
      Holder(s) continued to own at least 51% of the ADSs outstanding as of the
      applicable ADS Record Date (together with certified evidence of each Submitting
      Holder’s ownership of the applicable ADSs as of such applicable ADS Record
      Date), (v) the Proposal is accompanied by a joint and several irrevocable
      undertaking of all Submitting Holders (which undertaking may be contained in
      the
      First Proposal Certificate or the Second Proposal Certificate) that each such
      Submitting Holder shall pay all fees and expenses incurred in relation to the
      submission of the Proposal for voting at the annual ordinary meeting of the
      Company’s shareholders (including, but not limited to, the costs and expenses of
      the Submitting Holder(s), or his, her, its or their representative, to attend
      the annual ordinary meeting of the Company’s shareholders), (vi) the Shares
      registered in the name of the Depositary or its nominee as representative of
      the
      Holders and Beneficial Owners constitute one percent (1%) or more of the total
      issued and outstanding Shares of the Company as of the Shareholder Proposal
      Record Date, (vii) such Proposal contains only one (1) matter for consideration
      at the annual ordinary meeting of the Company’s shareholders, and (viii) the
      Submitting Holder(s), or his, her, its or their representative, attend(s) the
      annual ordinary meeting of the Company’s shareholders and take(s) part in the
      discussions of the Proposal in the Chinese language,
providedfurtherthat only one (1) individual may attend, and
      take part in the discussion of the Proposal at such annual ordinary meeting
      on
      behalf of a Submitting Holder(s).  Each






6








Beneficial
      Owner hereby agrees and acknowledges that (i) if the Submitting Holder(s),
      or
      his, her, its or their representative, does not attend the annual ordinary
      meeting of the Company's shareholders, the chairman of such meeting may ask
      the
      attending shareholders to discuss, or not discuss, the Proposal, and (ii) in
      no
      event shall a Submitting Holder’s, or his, her, its or their representative's,
      presence at an annual ordinary meeting of the Company’s shareholders entitle
      such Submitting Holder(s), or his, her, its or their representative, to vote
      the
      Shares represented by such Submitting Holder’s ADSs (or any other ADSs) at such
      annual ordinary meeting of the Company’s shareholders.




Upon
      the
      timely receipt by the Depositary of any Proposal which the Depositary reasonably
      believes to be in full compliance with the immediately preceding paragraph,
      the
      Depositary shall submit a copy of such Proposal and of the other materials
      received from the Submitting Holder(s) to the Company prior to the expiration
      of
      the Submission Period.  Any Proposal so submitted as to which the
      Depositary has not received within five (5) Business Days after the applicable
      ADS Record Date any Second Proposal Certificate required under the immediately
      preceding paragraph shall be deemed irrevocably withdrawn at the expiration
      of
      such five (5) Business Day period.  In the event the Depositary
      receives more than one (1) Proposal by a Submitting Holder, or a group of
      Submitting Holders, each of which appears to satisfy the requirements set forth
      in the immediately preceding paragraph, the Depositary is hereby authorized
      and
      instructed to disregard all Proposals received from such Submitting Holder(s),
      except for the first Proposal received by the Depositary from such Submitting
      Holder(s) and shall submit such Proposal to the Company for consideration at
      the
      annual ordinary meeting of the Company's shareholders in accordance with the
      terms hereof.  The Depositary shall not have any obligation to verify
      the accuracy of the information contained in any document submitted to it by
      the
      Submitting Holder(s).  Neither the Depositary nor its nominee shall be
      obligated to attend and speak at the annual ordinary meeting of the Company’s
      shareholders on behalf of the Submitting Holder(s).




Notwithstanding
      anything contained in the Deposit Agreement or any ADR and except that the
      Depositary shall arrange, at the request of the Company and at the Company's
      expense, for the mailing to Holders of copies of materials that the Company
      has
      made available to the Depositary for such purpose, the Depositary shall not
      be
      obligated to provide to the Holders or Beneficial Owners of ADSs any notices
      relating to the proposal rights, including, without limitation, notice of the
      Submission Period, or the receipt of any Proposal(s) from Submitting Holders,
      or
      of the holdings of any ADSs by any persons, except that the Depositary shall,
      upon a Holder's request, inform such Holder of the total number of ADSs then
      issued and outstanding.”






7






SECTION
      2.04.  Submission of Nominations .  The
      Deposit Agreement is hereby amended, as of the Effective Date, to add the
      following Section 4.17 at the end of Article IV of the Deposit
      Agreement:




“Section
      4.17  Right to Submit Nominations at Meeting of
      Shareholders.




(a)           No
      Right Absent Amendment to Articles of Incorporation.





No
      rights
      under this Section 4.17 shall be effective absent an amendment to the Company’s
      Articles of Incorporation adopting a system whereby candidates may be nominated
      by holders of Shares to serve on the Company’s board of directors (a
“Candidate Nomination System”) and any rights so arising shall, at all
      times, be subject to the provisions of the Company’s Articles of Incorporation,
      as amended, and ROC Company Law, as amended.





(b)           Nominations
      by Shareholders.





The
      Company has informed the Depositary that under ROC Company Law, in the event
      that the Company amends its Articles of Incorporation to adopt a Candidate
      Nomination System, holders of one percent (1%) or more of the total issued
      and
      outstanding Shares of the Company as of the applicable record date for
      determining holders of Shares with the right to vote at a meeting of the
      Company’s shareholders (the “Candidate Nomination Record Date”), would be
      entitled to submit a roster of candidates (the “Nomination”) to be
      considered for nomination to the Company’s board of directors at a meeting of
      the Company’s shareholders involving the election of directors, provided
      that: (i) the number of director candidates contained in the Nomination
      shall not exceed the number of the directors to be elected at such meeting,
      (ii)
      the Nomination is submitted to the Company prior to the expiration of the period
      for submission of Nominations (the “Nomination Submission Period”)
      announced by the Company (which Nomination Submission Period, the number of
      the
      directors to be elected, the place for eligible shareholders to submit the
      Nomination and other applicable information the Company undertakes to announce
      publicly in a report on Form 6-K submitted to the Commission prior to the
      commencement of the 60 days (for an ordinary meeting) or 30 days (for an
      extraordinary meeting) closed period prior to the subject meeting of the
      Company’s shareholders), (iii) the Nomination shall contain the name,
      educational background and past work experience of each director candidate
      identified in the Nomination, (iv) the Nomination shall include a letter of
      consent issued by each director candidate identified in the Nomination
      consenting to act as director if she/he/it is elected as such, (v) a written
      statement by each director candidate assuring that she/he/it is not in violation
      of any of the circumstances set forth in Article 30 of the ROC Company Law,
      as
      amended, (vi) if a director candidate is a corporate shareholder of the Company
      (which cannot be the Depositary or its nominee), or such corporate shareholder's
      representative,






8






additional
      information and documents reflecting the basic registration information of
      such
      corporate shareholder and the document certifying the number of Shares in its
      possession have been included, and (vii) any further conditions under Article
      192-1 of the ROC Company Law, as amended, and of the Company’s amended Articles
      of Incorporation are so satisfied.  In the event that the Company were
      to amend its Articles of Incorporation to adopt a Candidate Nomination System,
      as holder of the Deposited Securities, the Depositary or its nominee would
      be
      entitled, provided the conditions of the Company’s amended Articles of
      Incorporation are satisfied, to submit only one (1) Nomination for each meeting
      involving the election of directors in respect of all of the Shares held on
      deposit as of the Candidate Nomination Record Date.  The Company shall
      promptly notify the Depositary of an amendment of its Articles of Incorporation
      adopting a Candidate Nomination System.  Holders and Beneficial Owners
      of ADSs do
      not under ROC law have individual rights to submit Nominations to the Company
      for consideration at a meeting of the Company’s shareholders involving
      the election of directors but may
      be able to submit a Nomination to the Company for consideration at a meeting
      of
      the Company’s shareholders involving the election of directors if the Beneficial
      Owners (i) timely present their ADSs to the Depositary for cancellation pursuant
      to the terms of the Deposit Agreement and become holders of Shares in the ROC
      prior to the expiration of the Nomination Submission Period and prior to the
      Candidate Nomination Record Date, and (ii) otherwise satisfy the conditions
      of
      ROC law applicable to the submission of Nominations to the Company for
      consideration at a meeting of the Company’s shareholders involving the election
      of directors.  Beneficial Owners of ADSs may not receive sufficient
      advance notice of a meeting of the Company’s shareholders involving the election
      of directors to enable the timely withdrawal of Shares to make a Nomination
      to
      the Company and may not be able to re-deposit under the Deposit Agreement the
      Shares so withdrawn.  The Company has informed the Depositary that a
      Nomination shall only be voted upon at a meeting of the Company’s shareholders
      involving the election of directors if the Nomination is accepted by the board
      of directors of the Company as eligible in accordance with Article 192-1 of
      the
      ROC Company Law and the Company's Article of Incorporation for consideration
      at
      a meeting of the Company’s shareholders involving the election of
      directors.




(c)           Single
      Nomination by Depositary or its Nominee on Behalf of Beneficial
      Owners.




Holders
      and Beneficial Owners of ADSs do not have individual nomination
      rights.  In the event that the Company were to amend its Articles of
      Incorporation to adopt a Candidate Nomination System, the Depositary would,
      if
      so requested by (a) Beneficial Owner(s) as of the applicable ADS Record Date
      that own(s), individually or as a group, at least 51% of the ADSs outstanding
      as
      of the applicable ADS Record Date (such Beneficial Owner(s), the “Nominating
      Holder(s)”), submit to the Company for consideration at a meeting of the
      Company’s shareholders involving
      the election of directors one (1) Nomination, provided
      that:  (i) the number of director candidates contained in the
      Nomination






9






shall
      not
      exceed the number of the directors to be elected at such meeting, (ii) the
      Nomination shall contain the name, educational background and past work
      experience of each director candidate identified in the Nomination, (iii) the
      Nomination shall include a letter of consent issued by each director candidate
      identified in the Nomination consenting to act as director if she/he/it is
      elected as such, (iv) a written statement by each director candidate assuring
      that she/he/it is not in violation of any of the circumstances set forth in
      Article 30 of the ROC Company Law, as amended, (v) if a director candidate
      is
      corporate shareholder of the Company (which cannot be the Depositary or its
      nominee), or such corporate shareholder's representative, additional information
      and documents reflecting the basic registration information of such corporate
      shareholder and the document certifying the number of Shares in its possession
      have been included, (vi) any further conditions under Article 192-1 of the
      ROC
      Company Law, as amended, and of the Company’s amended Articles of Incorporation
      are so satisfied, (vii) the Nomination is submitted to the Depositary by the
      Nominating Holder(s) at least two (2) Business Days prior to the expiration
      of
      the Nomination Submission Period, (viii) the Nomination is accompanied by a
      written certificate signed by each Nominating Holder, addressed to the
      Depositary and the Company and in a form satisfactory to the Depositary and
      the
      Company (the “First Nomination Certificate”), certifying, *inter
      alia*, (w) that each Nominating Holder has only endorsed the said
      Nomination, (x) that the Nominating Holder(s) own(s), individually or in
      the aggregate, at least 51% of the ADSs outstanding as of the date the
      Nomination is submitted by the Nominating Holder(s) to the Depositary (the
      “Nomination Submission Date”), (y) if the Nomination Submission Date is
      (i) on or after the applicable ADS Record Date, that the Nominating Holder(s)
      owned at least 51% of the ADSs outstanding as of the applicable ADS Record
      Date,
      and (ii) prior to the applicable ADS Record Date, that the Nominating Holder(s)
      will continue to own at least 51% of the ADSs outstanding as of the applicable
      ADS Record Date and will provide the Second Nomination Certificate, as defined
      below, and (z) the name(s) and address(es) of the Nominating Holder(s) and
      the number of ADSs owned by each Nominating Holder (together with certified
      evidence of each Nominating Holder’s ownership of the applicable ADSs as of the
      Nomination Submission Date, in the case of (y)(ii) above, and the applicable
      ADS
      Record Date, in the case of (y)(i) above), (ix) if the Nomination Submission
      Date is prior to the applicable ADS Record Date, the Nominating Holder(s) must
      also provide, within five (5) Business Days after the applicable ADS Record
      Date, a second written certificate signed by each Nominating Holder addressed
      to
      the Depositary and the Company and in a form satisfactory to the Depositary
      and
      the Company (the “Second Nomination Certificate”), certifying, *inter
      alia*, that the Nominating Holder(s) continued to own at least 51% of the
      ADSs outstanding as of the applicable ADS Record Date (together with certified
      evidence of each Nominating Holder’s ownership of the applicable ADSs as of such
      applicable ADS Record Date), (x) the Nomination is accompanied by a joint and
      several irrevocable undertaking of all Nominating Holders (which undertaking
      may
      be contained in the First Nomination Certificate or the Second Nomination
      Certificate) that each such Nominating Holder shall pay all fees and






10








expenses
      incurred in relation to the submission of the Nomination at the meeting of
      the
      Company’s shareholders, and (xi) the Shares registered in the name of the
      Depositary or its nominee as representative of the Holders and Beneficial Owners
      constitute one percent (1%) or more of the total issued and outstanding Shares
      of the Company as of the Candidate Nomination Record
      Date.****Each Beneficial Owner hereby agrees and acknowledges
      that in no event shall the Depositary or its nominee be nominated by the
      Nominating Holder(s) for election as a director at a meeting of the Company's
      shareholders.




Upon
      the
      timely receipt by the Depositary of any Nomination which the Depositary
      reasonably believes to be in full compliance with the immediately preceding
      paragraph, the Depositary shall submit a copy of such Nomination and of the
      other materials received from the Nominating Holder(s) to the Company prior
      to
      the expiration of the Nomination Submission Period.  Any Nomination so
      submitted as to which the Depositary has not received within five (5) Business
      Days after the applicable ADS Record Date any Second Nomination Certificate
      required under the immediately preceding paragraph shall be deemed irrevocably
      withdrawn at the expiration of such five (5) Business Day period.  In
      the event the Depositary receives more than one (1) Nomination by a Nominating
      Holder, or a group of Nominating Holders, each of which appears to satisfy
      the
      requirements set forth in the immediately preceding paragraph, the Depositary
      is
      hereby authorized and instructed to disregard all Nominations received from
      such
      Nominating Holder(s), except for the first Nomination received by the Depositary
      from such Nominating Holder(s) and shall submit such Nomination to the Company
      for consideration at a meeting of the Company's shareholders involving the
      election of directors in accordance with the terms hereof.  The
      Depositary shall not have any obligation to verify the accuracy of the
      information contained in any document submitted to it by the Nominating
      Holder(s).  Neither the Depositary nor its nominee shall be obligated
      to attend and speak at the meeting of the Company’s shareholders involving the
      election of directors on behalf of the Nominating Holder(s).




Notwithstanding
      anything contained in the Deposit Agreement or any ADR, and except that the
      Depositary shall arrange, at the request of the Company and at the Company's
      expense, for the mailing to Holders of copies of materials that the Company
      has
      made available to the Depositary for such purpose, the Depositary shall not
      be
      obligated to provide to the Holders or Beneficial Owners of ADSs any notices
      relating to the nomination rights, including, without limitation, notice of
      the
      Nomination Submission Period, or the receipt of any Nomination(s) from
      Nominating Holders, or of the holdings of any ADSs by any persons, except that
      the Depositary shall, upon a Holder's request, inform such Holder of the total
      number of ADSs then issued and outstanding..”






11






ARTICLE
      III




AMENDMENTS
      TO THE RECEIPTS




SECTION
      3.01.  Amendments
      to Receipts.




(a)  The
      last
      sentence of the introductory paragraph of the form of Receipt attached as
      Exhibit A to the Deposit Agreement and of each of the Receipts issued and
      outstanding under the Deposit Agreement as of the Effective Date is hereby
      amended as of the Effective Date by deleting such sentence in its entirety
      and
      inserting the following in its stead:  “The Depositary’s Principal
      Office is located at 388 Greenwich Street, New York, New York  10013,
      U.S.A.”


(b)  The
      address of the Principal Office of the Depositary identified on the bottom
      of
      the front page of the Receipt attached as Exhibit A to the Deposit Agreement
      and
      of each of the Receipts issued and outstanding under the Deposit Agreement
      as of
      the Effective Date is hereby amended as of the Effective Date by identifying
      such address as “388 Greenwich Street, New York, New York  10013,
      U.S.A.”


(c)  The
      first
      sentence of paragraph (1) of the form of Receipt attached as Exhibit A to the
      Deposit Agreement and of each of the Receipts is issued and outstanding under
      the terms of the Deposit Agreement as of the Effective Date is hereby amended
      as
      of the Effective Date by deleting such sentence in its entirety and inserting
      the following in its stead:


“This
      American Depositary Receipt is one of an issue of American Depositary Receipts
      (“Receipts”), all issued and to be issued upon the terms and conditions set
      forth in the Deposit Agreement, dated as of May 29, 2002, as amended by
      Amendment No. 1 to Deposit Agreement, dated as of February 15, 2006 (as so
      amended and further amended from time to time, the “Deposit Agreement”), by and
      among the Company, the Depositary and all Holders and Beneficial Owners from
      time to time of American Depositary Shares (“ADSs”) evidenced by Receipts issued
      thereunder, each of whom by accepting an ADS (or an interest therein) agrees
      to
      become a party thereto and becomes bound by all the terms and provisions
      thereof.”






12






SECTION
      3.02.  Addition
      to Receipts.




Each
      of
      the Receipts issued and outstanding as of the Effective Date and the form of
      Receipt attached as Exhibit A to the Deposit Agreement is hereby amended as
      of
      the Effective Date to add the following Paragraphs (25) and (26) at the end
      of
      the Receipt:




“(25)       Right
      to Submit Proposals at Annual Ordinary Meeting of Shareholders.




(a)           Proposals
      by Shareholders.




The
      Company has informed the Depositary that under ROC Company Law, as in effect
      as
      of the date of the Deposit Agreement, holders of one percent (1%) or more of
      the
      total issued and outstanding Shares of the Company as of the applicable record
      date for determining holders of Shares with the right to vote at an annual
      ordinary meeting of the Company’s shareholders (the “Shareholder Proposal
      Record Date”), are entitled to submit one (1) written proposal (such
      proposal shall not include a Beneficial Owner's right to nominate candidates
      for
      election as directors at a meeting of the Company’s shareholders in accordance
      with the terms and subject to the conditions of Section 4.17 of the Deposit
      Agreement, the “Proposal”) each year for consideration at the annual
      ordinary meeting of the Company’s shareholders,
providedthat:  (i) the Proposal is in the Chinese
      language and does not exceed 300 Chinese characters (including the reason(s)
      for
      the Proposal and all punctuation marks) in length, (ii) the Proposal is
      submitted to the Company prior to the expiration of the period for submission
      of
      Proposals (the “Submission Period”) announced by the Company (which
      Submission Period and the place for eligible shareholders to submit the Proposal
      the Company undertakes to announce publicly each year in a report on
      Form 6-K submitted to the Commission prior to the commencement of the 60
      days closed period prior to the annual ordinary meeting of the Company’s
      shareholders), (iii) only one (1) matter for consideration at the annual
      ordinary meeting of the Company’s shareholders shall be allowed in each
      Proposal, and (iv) the proposing shareholder shall attend, in person or by
      a
      proxy, such annual ordinary meeting of the Company’s shareholders whereat his or
      her or its Proposal is to be discussed in the Chinese language and such
      proposing shareholder, or his or her or its proxy, shall take part in the
      discussion of such Proposal in the Chinese language.  As the holder of
      the Deposited Securities, the Depositary or its nominee is entitled, provided
      the conditions of ROC law are satisfied, to submit only one (1) Proposal each
      year in respect of all of the Shares held on deposit as of the applicable
      Shareholder Proposal Record Date.  Holders and Beneficial Owners of
      ADSs do not under ROC law have individual rights to submit Proposals to the
      Company for consideration at the annual ordinary meeting of the Company’s
      shareholders but may be able to submit Proposals to the Company for
      consideration at the annual ordinary meeting of the Company’s shareholders if
      the Beneficial Owners (i) timely present their ADSs to the Depositary for
      cancellation pursuant to the terms






13






of
      the
      Deposit Agreement and become holders of Shares in the ROC prior to the
      expiration of the Submission Period and prior to the applicable Shareholder
      Proposal Record Date, and (ii) otherwise satisfy the conditions of ROC law
      applicable to the submission of Proposals to the Company for consideration
      at an
      annual ordinary meeting of the Company’s shareholders.  Beneficial
      Owners of ADSs may not receive sufficient advance notice of an annual ordinary
      meeting of the Company’s shareholders to enable the timely withdrawal of Shares
      to make a Proposal to the Company and may not be able to re-deposit under the
      Deposit Agreement the Shares so withdrawn.  The Company has informed
      the Depositary that a Proposal shall only be voted upon at the annual ordinary
      meeting of the Company’s shareholders if the Proposal is accepted by the board
      of directors of the Company as eligible in accordance with Article 172-1 of
      the
      ROC Company Law and the Company's Articles of Incorporation for consideration
      at
      an annual ordinary meeting of the Company’s shareholders.




(b)           Single
      Proposal by Depositary or its Nominee on behalf of Beneficial
      Owners.




Holders****and
      Beneficial Owners of ADSs do not have individual proposal rights.  The
      Depositary will, if so requested by (a) Beneficial Owner(s) as of the applicable
      ADS Record Date that own(s), individually or as a group, at least 51% of the
      ADSs outstanding as of the applicable ADS Record Date (such Beneficial Owner(s),
      the “Submitting Holder(s)”), submit to the Company for consideration at
      the annual ordinary meeting of the Company’s shareholders one (1) Proposal each
      year, provided that:  (i) the Proposal submitted to the
      Depositary by the Submitting Holder(s) is in the Chinese language and does
      not
      exceed 300 Chinese characters (including the reason(s) for the Proposal and
      all
      punctuation marks) in length, (ii) the Proposal is submitted to the Depositary
      by the Submitting Holder(s) at least two (2) Business Days prior to the
      expiration of the Submission Period, (iii) the Proposal is accompanied by a
      written certificate signed by each Submitting Holder, addressed to the
      Depositary and the Company and in a form satisfactory to the Depositary and
      the
      Company (the “First Proposal Certificate”), certifying, *inter
      alia*, (w) that each Submitting Holder has only certified the said Proposal,
      (x) that the Submitting Holder(s) own(s), individually or in the aggregate,
      at least 51% of the ADSs outstanding as of the date the Proposal is submitted
      by
      the Submitting Holder(s) to the Depositary (the “Proposal Submission
      Date”), (y) if the Proposal Submission Date is (i) on or after the
      applicable ADS Record Date, that the Submitting Holder(s) owned at least 51%
      of
      the ADSs outstanding as of the applicable ADS Record Date, and (ii) prior to
      the
      applicable ADS Record Date, that the Submitting Holder(s) will continue to
      own
      at least 51% of the ADSs outstanding as of the applicable ADS Record Date and
      will provide the Second Proposal Certificate, as defined below, and (z) the
      name(s) and address(es) of the Submitting Holder(s) and the number of ADSs
      owned
      by each Submitting Holder (together with certified evidence of each Submitting
      Holder’s ownership of the applicable ADSs as of the Proposal Submission Date, in
      the case of (y)(ii) above, and the applicable ADS Record Date, in the case
      of
      (y)(i) above)), (iv) if the Proposal Submission Date is prior to






14






the
      applicable ADS Record Date, the Submitting Holder(s) must also provide, within
      five (5) Business Days after the applicable ADS Record Date, a second written
      certificate signed by each Submitting Holder, addressed to the Depositary and
      the Company and in a form satisfactory to the Depositary and the Company (the
      “Second Proposal Certificate”), certifying, *inter alia*, that the
      Submitting Holder(s) continued to own at least 51% of the ADSs outstanding
      as of
      the applicable ADS Record Date (together with certified evidence of each
      Submitting Holder’s ownership of the applicable ADSs as of such applicable ADS
      Record Date), (v) the Proposal is accompanied by a joint and several irrevocable
      undertaking of all Submitting Holders (which undertaking may be contained in
      the
      First Proposal Certificate or the Second Proposal Certificate) that each such
      Submitting Holder shall pay all fees and expenses incurred in relation to the
      submission of the Proposal for voting at the annual ordinary meeting of the
      Company’s shareholders (including, but not limited to, the costs and expenses of
      the Submitting Holder(s), or his, her, its or their representative, to attend
      the annual ordinary meeting of the Company’s shareholders), (vi) the Shares
      registered in the name of the Depositary or its nominee as representative of
      the
      Holders and Beneficial Owners constitute one percent (1%) or more of the total
      issued and outstanding Shares of the Company as of the Shareholder Proposal
      Record Date, (vii) such Proposal contains only one (1) matter for consideration
      at the annual ordinary meeting of the Company’s shareholders, and (viii) the
      Submitting Holder(s), or his, her, its or their representative, attend(s) the
      annual ordinary meeting of the Company’s shareholders and take(s) part in the
      discussions of the Proposal in the Chinese language,
providedfurtherthat only one (1) individual may attend, and
      take part in the discussion of the Proposal at such annual ordinary meeting
      on
      behalf of a Submitting Holder(s).  Each Beneficial Owner hereby agrees
      and acknowledges that (i) if the Submitting Holder(s), or his, her, its or
      their
      representative, does not attend the annual ordinary meeting of the Company's
      shareholders, the chairman of such meeting may ask the attending shareholders
      to
      discuss, or not discuss, the Proposal, and (ii) in no event shall a Submitting
      Holder’s, or his, her, its or their representative's, presence at an annual
      ordinary meeting of the Company’s shareholders entitle such Submitting
      Holder(s), or his, her, its or their representative, to vote the Shares
      represented by such Submitting Holder’s ADSs (or any other ADSs) at such annual
      ordinary meeting of the Company’s shareholders.




Upon
      the
      timely receipt by the Depositary of any Proposal which the Depositary reasonably
      believes to be in full compliance with the immediately preceding paragraph,
      the
      Depositary shall submit a copy of such Proposal and of the other materials
      received from the Submitting Holder(s) to the Company prior to the expiration
      of
      the Submission Period.  Any Proposal so submitted as to which the
      Depositary has not received within five (5) Business Days after the applicable
      ADS Record Date any Second Proposal Certificate required under the immediately
      preceding paragraph shall be deemed irrevocably withdrawn at the expiration
      of
      such five (5) Business Day period.  In the event the Depositary






15






receives
      more than one (1) Proposal by a Submitting Holder, or a group of Submitting
      Holders, each of which appears to satisfy the requirements set forth in the
      immediately preceding paragraph, the Depositary is hereby authorized and
      instructed to disregard all Proposals received from such Submitting Holder(s),
      except for the first Proposal received by the Depositary from such Submitting
      Holder(s) and shall submit such Proposal to the Company for consideration at
      the
      annual ordinary meeting of the Company's shareholders in accordance with the
      terms of the Deposit Agreement.  The Depositary shall not have any
      obligation to verify the accuracy of the information contained in any document
      submitted to it by the Submitting Holder(s).  Neither the Depositary
      nor its nominee shall be obligated to attend and speak at the annual ordinary
      meeting of the Company’s shareholders on behalf of the Submitting
      Holder(s).




Notwithstanding
      anything contained in the Deposit Agreement or any ADR and except that the
      Depositary shall arrange, at the request of the Company and at the Company's
      expense, for the mailing to Holders of copies of materials that the Company
      has
      made available to the Depositary for such purpose, the Depositary shall not
      be
      obligated to provide to the Holders or Beneficial Owners of ADSs any notices
      relating to the proposal rights, including, without limitation, notice of the
      Submission Period, or the receipt of any Proposal(s) from Submitting Holders,
      or
      of the holdings of any ADSs by any persons, except that the Depositary shall,
      upon a Holder's request, inform such Holder of the total number of ADSs then
      issued and outstanding.




(26)         Right
      to Submit Nominations at Meeting of Shareholders.





(a)           No
      Right Absent Amendment to Articles of Incorporation.





No
      rights
      under this paragraph shall be effective absent an amendment to the Company’s
      Articles of Incorporation adopting a system whereby candidates may be nominated
      by holders of Shares to serve on the Company’s board of directors (a
“Candidate Nomination System”) and any rights so arising shall, at all
      times, be subject to the provisions of the Company’s Articles of Incorporation,
      as amended, and ROC Company Law, as amended.





(b)           Nominations
      by Shareholders.





The
      Company has informed the Depositary that under ROC Company Law, in the event
      that the Company amends its Articles of Incorporation to adopt a Candidate
      Nomination System, holders of one percent (1%) or more of the total issued
      and
      outstanding Shares of the Company as of the applicable record date for
      determining holders of Shares with the right to vote at a meeting of the
      Company’s shareholders (the “Candidate Nomination Record Date”), would be
      entitled to submit a roster of candidates (the “Nomination”) to be
      considered for nomination to the Company’s board of directors at a meeting of
      the Company’s shareholders involving the election of directors, provided
      that: (i) the number of director candidates contained in the Nomination
      shall not exceed the number of






16






the
      directors to be elected at such meeting, (ii) the Nomination is submitted to
      the
      Company prior to the expiration of the period for submission of Nominations
      (the
“Nomination Submission Period”) announced by the Company (which
      Nomination Submission Period, the number of the directors to be elected, the
      place for eligible shareholders to submit the Nomination and other applicable
      information the Company undertakes to announce publicly in a report on Form
      6-K
      submitted to the Commission prior to the commencement of the 60 days (for an
      ordinary meeting) or 30 days (for an extraordinary meeting) closed period prior
      to the subject meeting of the Company’s shareholders), (iii) the Nomination
      shall contain the name, educational background and past work experience of
      each
      director candidate identified in the Nomination, (iv) the Nomination shall
      include a letter of consent issued by each director candidate identified in
      the
      Nomination consenting to act as director if she/he/it is elected as such, (v)
      a
      written statement by each director candidate assuring that she/he/it is not
      in
      violation of any of the circumstances set forth in Article 30 of the ROC Company
      Law, as amended, (vi) if a director candidate is a corporate shareholder of
      the
      Company (which cannot be the Depositary or its nominee), or such corporate
      shareholder's representative, additional information and documents reflecting
      the basic registration information of such corporate shareholder and the
      document certifying the number of Shares in its possession have been included,
      and (vii) any further conditions under Article 192-1 of the ROC Company Law,
      as
      amended, and of the Company’s amended Articles of Incorporation are so
      satisfied.  In the event that the Company were to amend its Articles
      of Incorporation to adopt a Candidate Nomination System, as holder of the
      Deposited Securities, the Depositary or its nominee would be entitled, provided
      the conditions of the Company’s amended Articles of Incorporation are satisfied,
      to submit only one (1) Nomination for each meeting involving the election of
      directors in respect of all of the Shares held on deposit as of the Candidate
      Nomination Record Date.  The Company shall promptly notify the
      Depositary of an amendment of its Articles of Incorporation adopting a Candidate
      Nomination System.  Holders and Beneficial Owners
      of ADSs do
      not under ROC law have individual rights to submit Nominations to the Company
      for consideration at a meeting of the Company’s shareholders involving
      the election of directors but may
      be able to submit a Nomination to the Company for consideration at a meeting
      of
      the Company’s shareholders involving the election of directors if the Beneficial
      Owners (i) timely present their ADSs to the Depositary for cancellation pursuant
      to the terms of the Deposit Agreement and become holders of Shares in the ROC
      prior to the expiration of the Nomination Submission Period and prior to the
      Candidate Nomination Record Date, and (ii) otherwise satisfy the conditions
      of
      ROC law applicable to the submission of Nominations to the Company for
      consideration at a meeting of the Company’s shareholders involving the election
      of directors.  Beneficial Owners of ADSs may not receive sufficient
      advance notice of a meeting of the






17






Company’s
      shareholders involving the
      election of directors to enable the timely withdrawal of Shares to make a
      Nomination to the Company and may not be able to re-deposit under the Deposit
      Agreement the Shares so withdrawn.  The Company has informed the
      Depositary that a Nomination shall only be voted upon at a meeting of the
      Company’s shareholders involving the election of directors if the Nomination is
      accepted by the board of directors of the Company as eligible in accordance
      with
      Article 192-1 of the ROC Company Law and the Company's Article of Incorporation
      for consideration at a meeting of the Company’s shareholders involving the
      election of directors.




(c)           Single
      Nomination by Depositary or its Nominee on Behalf of Beneficial
      Owners.




Holders
      and Beneficial Owners of ADSs do not have individual nomination
      rights.  In the event that the Company were to amend its Articles of
      Incorporation to adopt a Candidate Nomination System, the Depositary would,
      if
      so requested by (a) Beneficial Owner(s) as of the applicable ADS Record Date
      that own(s), individually or as a group, at least 51% of the ADSs outstanding
      as
      of the applicable ADS Record Date (such Beneficial Owner(s), the “Nominating
      Holder(s)”), submit to the Company for consideration at a meeting of the
      Company’s shareholders involving
      the election of directors one (1) Nomination, provided
      that:  (i) the number of director candidates contained in the
      Nomination shall not exceed the number of the directors to be elected at such
      meeting, (ii) the Nomination shall contain the name, educational background
      and
      past work experience of each director candidate identified in the Nomination,
      (iii) the Nomination shall include a letter of consent issued by each director
      candidate identified in the Nomination consenting to act as director if
      she/he/it is elected as such, (iv) a written statement by each director
      candidate assuring that she/he/it is not in violation of any of the
      circumstances set forth in Article 30 of the ROC Company Law, as amended, (v)
      if
      a director candidate is corporate shareholder of the Company (which cannot
      be
      the Depositary or its nominee), or such corporate shareholder's representative,
      additional information and documents reflecting the basic registration
      information of such corporate shareholder and the document certifying the number
      of Shares in its possession have been included, (vi) any further conditions
      under Article 192-1 of the ROC Company Law, as amended, and of the Company’s
      amended Articles of Incorporation are so satisfied, (vii) the Nomination is
      submitted to the Depositary by the Nominating Holder(s) at least two (2)
      Business Days prior to the expiration of the Nomination Submission Period,
      (viii) the Nomination is accompanied by a written certificate signed by each
      Nominating Holder, addressed to the Depositary and the Company and in a form
      satisfactory to the Depositary and the Company (the “First Nomination
      Certificate”), certifying, *inter alia*, (w) that each Nominating
      Holder has only endorsed the said Nomination, (x) that the Nominating
      Holder(s) own(s), individually or in the aggregate, at least 51% of the ADSs
      outstanding as of the date the Nomination is submitted by the Nominating
      Holder(s) to the Depositary (the “Nomination Submission Date”), (y) if
      the Nomination Submission Date is (i) on or after the applicable ADS Record
      Date, that the Nominating Holder(s) owned at least 51% of the ADSs outstanding
      as of the applicable ADS Record Date, and (ii) prior to the applicable ADS
      Record Date, that the Nominating Holder(s) will continue to own at least 51%
      of
      the ADSs outstanding as of the applicable ADS Record Date and will provide
      the
      Second Nomination Certificate,






18






as
      defined
      below, and (z) the name(s) and address(es) of the Nominating Holder(s) and
      the number of ADSs owned by each Nominating Holder (together with certified
      evidence of each Nominating Holder’s ownership of the applicable ADSs as of the
      Nomination Submission Date, in the case of (y)(ii) above, and the applicable
      ADS
      Record Date, in the case of (y)(i) above), (ix) if the Nomination Submission
      Date is prior to the applicable ADS Record Date, the Nominating Holder(s) must
      also provide, within five (5) Business Days after the applicable ADS Record
      Date, a second written certificate signed by each Nominating Holder addressed
      to
      the Depositary and the Company and in a form satisfactory to the Depositary
      and
      the Company (the “Second Nomination Certificate”), certifying, *inter
      alia*, that the Nominating Holder(s) continued to own at least 51% of the
      ADSs outstanding as of the applicable ADS Record Date (together with certified
      evidence of each Nominating Holder’s ownership of the applicable ADSs as of such
      applicable ADS Record Date), (x) the Nomination is accompanied by a joint and
      several irrevocable undertaking of all Nominating Holders (which undertaking
      may
      be contained in the First Nomination Certificate or the Second Nomination
      Certificate) that each such Nominating Holder shall pay all fees and expenses
      incurred in relation to the submission of the Nomination at the meeting of
      the
      Company’s shareholders, and (xi) the Shares registered in the name of the
      Depositary or its nominee as representative of the Holders and Beneficial Owners
      constitute one percent (1%) or more of the total issued and outstanding Shares
      of the Company as of the Candidate Nomination Record
      Date.****Each Beneficial Owner hereby agrees and acknowledges
      that in no event shall the Depositary or its nominee be nominated by the
      Nominating Holder(s) for election as a director at a meeting of the Company's
      shareholders.




Upon
      the
      timely receipt by the Depositary of any Nomination which the Depositary
      reasonably believes to be in full compliance with the immediately preceding
      paragraph, the Depositary shall submit a copy of such Nomination and of the
      other materials received from the Nominating Holder(s) to the Company prior
      to
      the expiration of the Nomination Submission Period.  Any Nomination so
      submitted as to which the Depositary has not received within five (5) Business
      Days after the applicable ADS Record Date any Second Nomination Certificate
      required under the immediately preceding paragraph shall be deemed irrevocably
      withdrawn at the expiration of such five (5) Business Day period.  In
      the event the Depositary receives more than one (1) Nomination by a Nominating
      Holder, or a group of Nominating Holders, each of which appears to satisfy
      the
      requirements set forth in the immediately preceding paragraph, the Depositary
      is
      hereby authorized and instructed to disregard all Nominations received from
      such
      Nominating Holder(s), except for the first Nomination received by the Depositary
      from such Nominating Holder(s) and shall submit such Nomination to the Company
      for consideration at a meeting of the Company's shareholders involving the
      election of directors in accordance with the terms of the Deposit
      Agreement.  The Depositary shall not have any obligation to verify the
      accuracy of the information contained in any document submitted to it by the
      Nominating Holder(s).  Neither the Depositary nor its nominee shall be
      obligated to attend and






19






speak
      at
      the meeting of the Company’s shareholders involving the election of directors on
      behalf of the Nominating Holder(s).




Notwithstanding
      anything contained in the Deposit Agreement or any ADR, and except that the
      Depositary shall arrange, at the request of the Company and at the Company's
      expense, for the mailing to Holders of copies of materials that the Company
      has
      made available to the Depositary for such purpose, the Depositary shall not
      be
      obligated to provide to the Holders or Beneficial Owners of ADSs any notices
      relating to the nomination rights, including, without limitation, notice of
      the
      Nomination Submission Period, or the receipt of any Nomination(s) from
      Nominating Holders, or of the holdings of any ADSs by any persons, except that
      the Depositary shall, upon a Holder's request, inform such Holder of the total
      number of ADSs then issued and outstanding..”






ARTICLE
      IV




REPRESENTATIONS
      AND WARRANTIES




SECTION
      4.01.  Representations and Warranties .  The
      Company represents and warrants to, and agrees with, the Depositary and the
      Holders and Beneficial Owners, that:




(a)  This
      Amendment, when executed and delivered by the Company, and the Deposit Agreement
      and all other documentation executed and delivered by the Company in connection
      therewith, will be and have been, respectively, duly and validly authorized,
      executed and delivered by the Company, and constitute the legal, valid and
      binding obligations of the Company, enforceable against the Company in
      accordance with their respective terms, subject to bankruptcy, insolvency,
      fraudulent transfer, moratorium and similar laws of general applicability
      relating to or affecting creditors’ rights and to general equity principles;
      and




(b)  In
      order
      to ensure the legality, validity, enforceability or admissibility into evidence
      of this Amendment or the Deposit Agreement as amended hereby, and other document
      furnished hereunder or thereunder in the Republic of China, neither of such
      agreements need to be filed or recorded with any court or other authority in
      the
      Republic of China, except for filing this Amendment with the Financial
      Supervisory Commission, nor does any stamp or similar tax need be paid in the
      Republic of China on or in respect of such agreements; and






20




(c)  None
      of
      the terms of this Amendment violate or conflict with, nor does the execution
      and
      delivery of this Amendment, the filing of the related Post-Effective Amendment
      No. 1 to the Registation Statement on Form F-6 or the consummation of the
      transactions contemplated therein violate or conflict with any agreement to
      which the Company is a party or by which the Company is bound; and




(d)  All
      of the
      information provided to the Depositary by the Company in connection with this
      Amendment is true, accurate and correct.






ARTICLE
      V




MISCELLANEOUS




SECTION
      5.01.  New Receipts .  From
      and after the Effective Date, the Depositary shall arrange to have new Receipts
      printed or amended that reflect the changes to the form of Receipt effected
      by
      this Amendment.  All Receipts issued hereunder after the Effective
      Date, once such new Receipts are available, whether upon the deposit of Shares
      or other Deposited Securities or upon the transfer, combination or split-up
      of
      existing Receipts, shall be substantially in the form of the specimen Receipt
      attached as Exhibit A hereto.  However, Receipts issued prior
      or subsequent to the date hereof, which do not reflect the changes to the form
      of Receipt effected hereby, do not need to be called in for exchange and may
      remain outstanding until such time as the Holders thereof choose to surrender
      them for any reason under the Deposit Agreement.  The Depositary is
      authorized and directed to take any and all actions deemed necessary to effect
      the foregoing.




SECTION
      5.02.  Notice of Amendment to Holders .  The
      Depositary is hereby directed to send notices informing the Holders (i) of
      the
      terms of this Amendment, (ii) of the Effective Date of this Amendment, and
      (iii)
      that the Holders shall be given the opportunity, but that it is






21






unnecessary,
      to substitute their Receipts with new Receipts reflecting the changes effected
      by this Amendment, as provided in Section 5.01 hereof.




SECTION
      5.03.  Indemnification .  The
      Company hereby agrees that, to the extent the Depositary (or any of its
      directors, employees and officers) incur any liability as a result of the terms
      of this Amendment and the transactions contemplated herein, the Depositary
      (and
      all of its directors, employees and officers) shall be indemnified and held
      harmless by the Company in the manner provided for in Section 5.8 of the Deposit
      Agreement.





22


IN
      WITNESS
      WHEREOF, the Company and the Depositary have caused this Amendment to be
      executed by representatives thereunto duly authorized as of the date set forth
      above.






AU
      OPTRONICS CORP.




/s/
      Kuen-Yao (K.Y.) Lee


By:_____________________________


Chief
      Executive Officer






CITIBANK,
      N.A., as Depositary






/s/
      Paul Martin


By:_____________________________


Vice
      President




23







**EXHIBIT
      A**




**[FORM
      OF RECEIPT]**




CUSIP
      NUMBER:  002255 10 7




Number


AUO ____________________




**[American
      Depositary Shares (each American Depositary Share representing ten (10) Fully
      Paid shares of common stock, par NT$10.00 per share)]**




**[COP
      American Depositary Shares (each COP American Depositary Share representing
      an
      undivided interest in a global Certificates of Payment, each interest
      representing the irrevocable right to receive ten (10) Fully Paid shares of
      common stock par value NT$10.00 per share)]**




**[EC
      American Depositary Shares (each EC American Depositary Share representing
      an
      undivided interest in an Entitlement Certificate, each interest representing
      the
      irrevocable right to receive ten (10) shares of common stock par NT$10.00 per
      share)]**




A-1




AMERICAN
      DEPOSITARY RECEIPT




FOR




AMERICAN
      DEPOSITARY SHARES




representing




**[DEPOSITED
      SHARES OF COMMON STOCK]**




**[INTERESTS
      IN THE DEPOSITED CERTIFICATE(S) OF PAYMENT]**




**[DEPOSITED
      ENTITLEMENT CERTIFICATE(S)]**




of




AU
      Optronics Corp.




(Incorporated
      under the laws of the Republic of China)






CITIBANK,
      N.A., a national banking association organized and existing under the laws
      of
      the United States of America, as depositary (the “Depositary”), hereby
      certifies that _____________is the owner of ______________ American Depositary
      Shares (hereinafter “ADS”), representing deposited **[shares of
      common stock] [interests in the global Certificate(s) of Payment representing
      the irrevocable right to receive shares of common stock] [Entitlement
      Certificate(s) representing the irrevocable right to receive shares of common
      stock]**, par value NT$10.00 per share, or evidence of rights to receive
      such **[shares of common stock (the
“****Shares****”)] [interests in the global
      Certificate(s) of Payment (the “****Certificate(s) of
      Payment****”][Entitlement Certificate(s) (the
“****Entitlement Certificate(s)****”)]**
      (such **[Shares][Certificate(s) of Payment][Entitlement Certificate(s)]**are hereafter called “Eligible Securities”) of AU Optronics
      Corp., a company incorporated under the laws of the Republic of China (the
      “Company”).  As of the date of the Deposit Agreement (as
      hereinafter defined), each ADS represents **[ten (10) Shares][an undivided
      interest in an Entitlement Certificate, each interest representing the
      irrevocable right to receive [ten (10)] Shares][an undivided interest in a
      global Certificate(s) of Payment, each interest representing the irrevocable
      right to receive ten (10) Shares]** deposited under the Deposit Agreement
      with the Custodian, which at the date of execution of the Deposit Agreement
      is
      Citibank, N.A., (Taipei) (the “Custodian”).  The ratio of
      American Depositary Shares to Eligible Securities is subject to amendment as
      provided in Article IV of the Deposit Agreement.  The Depositary's
      Principal Office is located at 388 Greenwich Street, New York, New York 10013,
      U.S.A.




1.  The
      Deposit Agreement.  This American Depositary Receipt is one of an
      issue of American Depositary Receipts (“Receipts”), all issued and to be issued
      upon the terms and conditions set forth in the Deposit Agreement, dated as
      of
      May 29, 2002, as amended by Amendment No. 1 to Deposit Agreement, dated as
      of
      February 15, 2006 (as so amended and further amended from time to time, the
      “Deposit Agreement”), by and among the Company, the Depositary and all Holders
      and Beneficial Owners from time to time of American Depositary






A-2






Shares
      (“ADSs”) evidenced by Receipts issued thereunder, each of whom by accepting an
      ADS (or an interest therein) agrees to become a party thereto and becomes bound
      by all the terms and provisions thereof.  The Deposit Agreement sets
      forth the rights and obligations of Holders and Beneficial Owners of Receipts
      and the rights and duties of the Depositary in respect of the Eligible
      Securities deposited thereunder and any and all other securities, property
      and
      cash from time to time received in respect of such Eligible Securities and
      held
      thereunder (such Eligible Securities, securities, property and cash are herein
      called “Deposited Securities”).  Copies of the Deposit Agreement are
      on file at the Principal Office of the Depositary and with the
      Custodian.




The
      statements made on the face and reverse of this Receipt are summaries of certain
      provisions of the Deposit Agreement and the Articles of Incorporation of the
      Company (as in effect on the date of the signing of the Deposit Agreement)
      and
      are qualified by and subject to the detailed provisions of the Deposit Agreement
      and the Articles of Incorporation, to which reference is hereby
      made.  All capitalized terms used herein which are not otherwise
      defined herein shall have the meanings ascribed thereto in the Deposit
      Agreement.  The Depositary makes no representation or warranty as to
      the validity or worth of the Deposited Securities.  The Depositary has
      made arrangements for the acceptance of the ADSs into DTC.  Each
      Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC
      and
      the DTC Participants to exercise and be entitled to any rights attributable
      to
      such ADSs.




2.  Surrender
      of ADSs and Withdrawal and Sale of Deposited Securities.  The
      Depositary and the Company have been advised that under ROC law, until three
      (3)
      months after the closing of the Offering, a Holder is not entitled to withdraw
      or sell Shares from the ADS Facility, consequently, the Company and the
      Depositary agree to prohibit the surrender of ADSs and the sale or Delivery
      of
      any Shares deposited in connection with the Offering until the expiration of
      such three-month period.  A Holder wishing to
      withdraw****Shares****from the ADS
      Facility shall be required under ROC law to appoint an eligible agent in the
      Republic of China to open a securities trading account with a local brokerage
      firm after receiving an approval from the TSE and a bank account (the securities
      trading account and the bank account, collectively, the “Accounts”), to pay ROC
      taxes, remit funds, exercise stockholders' rights and perform such other
      functions as may be designated by such withdrawing Holder.   In
      addition, such withdrawing Holder is also required to appoint a custodian bank
      to hold the securities in safekeeping, make confirmations and settle trades
      and
      report all relevant information.  Without making such appointment and
      until approval from the TSE is obtained, the withdrawing Holder would be unable
      to receive, hold, or subsequently sell the Deposited Securities withdrawn from
      the ADS Facilities on the TSE or otherwise.




(a)  Sale
      of
      Deposited Securities.  Upon surrender of Receipts at the Principal
      Office and upon payment of any fees, reasonable expenses, taxes or other
      governmental charges as provided hereunder, subject to the terms of this Deposit
      Agreement, and the transfer restrictions applicable to the Deposited Securities,
      if any, Holders may request that the Deposited Securities represented by such
      Holders' Receipts be sold on such Holders' behalf.  Any Holder
      requesting a sale of Deposited Securities may be required by the Depositary
      to
      deliver, or cause to be delivered, to the Depositary a written order requesting
      the Depositary to sell, or cause to be sold, such Deposited
      Securities.  Any such sale of Deposited Securities will be conducted
      in accordance with applicable ROC law through a securities company in the ROC
      on
      the TSE or in such other manner as is or may be permitted under applicable
      ROC
      law.  Any






A-3






such
      sale
      of Deposited Securities will be at the expense and risk of the Holder requesting
      such sale.




Upon
      receipt of any proceeds from any such sale, the Depositary shall, subject to
      any
      restrictions imposed by ROC law and regulations, and as provided hereunder
      and
      under the Deposit Agreement, convert or cause to be converted any such proceeds
      into U.S. dollars and distribute any such proceeds to the Holders entitled
      thereto after deduction or payment of any fees, reasonable expenses, taxes
      or
      governmental charges incurred in connection with such sale, as provided under
      the Deposit Agreement.  Any such sale may be subject to ROC taxation
      on capital gains, if any, and will be subject to a securities transaction tax
      in
      the ROC.




(b)  Withdrawal
      of Deposited Securities.  The Holder of ADSs shall be entitled to
      Delivery (at the Custodian's designated office) of the Deposited Securities
      at
      the time represented by the ADS(s) upon satisfaction of each of the following
      conditions: (i) the Holder (or a duly authorized attorney of the Holder) has
      duly Delivered ADSs to the Depositary at its Principal Office (and if
      applicable, the Receipts evidencing such ADSs) for the purpose of withdrawal
      of
      the Deposited Securities represented thereby, (ii) if so required by the
      Depositary, the Receipts Delivered to the Depositary for such purpose have
      been
      properly endorsed in blank or are accompanied by proper instruments of transfer
      in blank (including signature guarantees in accordance with standard securities
      industry practice), (iii) if so required by the Depositary, the Holder of the
      ADSs has executed and delivered to the Depositary a written order directing
      the
      Depositary to cause the Deposited Securities being withdrawn to be Delivered
      to
      or upon the written order of the person(s) designated in such order, (iv) the
      Holder has delivered to the Depositary the certification contemplated in
Exhibit C to the Deposit Agreement, duly completed by or on behalf of the
      Beneficial Owner(s) of the ADSs surrendered for withdrawal (unless the
      Depositary is otherwise instructed by the Company), and (v) all applicable
      fees
      and charges of, and reasonable expenses incurred by, the Depositary and all
      applicable taxes and governmental charges (as are set forth in Section 5.9
      of,
      and Exhibit B to, the Deposit Agreement) have been paid, *subject, however,
      in each case,* to the terms and conditions of the Receipts evidencing the
      surrendered ADSs, of the Deposit Agreement, of the Company's Articles of
      Incorporation and of any applicable laws and the regulations and rules of the
      Republic of China and the rules of the TSE and the Taiwan Securities Central
      Depository, and to any provisions of or governing the Deposited Securities,
      in
      each case as in effect at the time thereof.




Upon
      satisfaction of each of the conditions specified above, the Depositary (i)
      shall
      cancel the ADSs Delivered to it (and, if applicable, the Receipts evidencing
      the
      ADSs so Delivered), (ii) shall direct the Registrar to record the
      cancellation of the ADSs so Delivered on the books maintained for such purpose,
      and (iii) shall direct the Custodian to Deliver (without unreasonable delay)
      at
      the Custodian's designated office the Deposited Securities represented by the
      ADSs so canceled together with any certificate or other document of title for
      the Deposited Securities, or evidence of the electronic transfer thereof (if
      available), as the case may be, to or upon the written order of the person(s)
      designated in the order delivered to the Depositary for such purpose,
*subject however, in each case*, to the terms and conditions of the
      Deposit Agreement, of the Receipts evidencing the ADSs so canceled, of the
      Articles of Incorporation of the Company, of applicable laws and the rules
      and
      regulations of the Republic of China and the rules of the TSE and the Taiwan
      Securities Central Depository, and to the terms and conditions of or governing
      the Deposited Securities,  in each case as in effect at the time
      thereof.






A-4






The
      Depositary shall not accept for surrender ADSs representing less than one
      Eligible Security.  In the case of the Delivery to it of ADSs
      representing a number other than a whole number of Eligible Securities, the
      Depositary shall cause ownership of the appropriate whole number of Eligible
      Securities to be Delivered in accordance with the terms hereof, and shall,
      at
      the discretion of the Depositary, either (i) return to the person surrendering
      such ADSs the number of ADSs representing any remaining fractional Eligible
      Security, or (ii) sell or cause to be sold the fractional Eligible Security
      represented by the ADS(s) so surrendered and remit the proceeds of such sale
      (net of (a) applicable fees and charges of, and expenses incurred by, the
      Depositary and (b) taxes withheld) to the person surrendering the
      ADSs.  In addition, trading restrictions on the TSE may result in the
      price per Eligible Security or on any lot of any type of Eligible Security
      other
      than an integral multiple of 1,000 Eligible Securities being lower than the
      price of Eligible Securities in lots of integral multiples of 1,000 Eligible
      Securities.




Notwithstanding
      anything else contained in any Receipt or the Deposit Agreement, the Depositary
      may make delivery at the Principal Office of the Depositary of (i) any cash
      dividends or cash distributions, or (ii) any proceeds from the sale of any
      distributions of securities or rights, which are at the time held by the
      Depositary in respect of the Deposited Securities represented by the ADSs
      surrendered for cancellation and withdrawal.  At the request, risk and
      expense of any Holder so surrendering ADSs, and for the account of such Holder,
      the Depositary shall direct the Custodian to forward (to the extent permitted
      by
      law) any cash or other property (other than securities) held by the Custodian
      in
      respect of the Deposited Securities represented by such ADSs to the Depositary
      for delivery at the Principal Office of the Depositary.  Such
      direction shall be given by letter or, at the request, risk and expense of
      such
      Holder, by cable, telex or facsimile transmission.




3.  Transfer,
      Combination and Split-Up of Receipts.  The Registrar shall
      register the transfer of this Receipt (and of the ADSs represented thereby)
      on
      the books maintained for such purpose and the Depositary shall cancel this
      Receipt and execute new Receipts evidencing the same aggregate number and type
      of ADSs as those evidenced by this Receipt when canceled, shall cause the
      Registrar to countersign such new Receipts and shall Deliver such new Receipts
      to or upon the order of the person entitled thereto, if each of the following
      conditions has been satisfied:  (i) this Receipt has been duly
      Delivered by the Holder (or by a duly authorized attorney of the Holder) to
      the
      Depositary at its Principal Office for the purpose of effecting a transfer
      thereof, (ii) this Receipt has been properly endorsed or is accompanied by
      proper instruments of transfer (including signature guarantees in accordance
      with standard securities industry practice), (iii) this Receipt has been duly
      stamped (if required by the laws of the State of New York or of the United
      States), and (iv) all applicable fees and charges of, and expenses incurred
      by, the Depositary and all applicable taxes and governmental charges (as are
      set
      forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been
      paid, *subject, however, in each case,* to the terms and conditions of
      this Receipt, of the Deposit Agreement and of applicable law, in each case
      as in
      effect at the time thereof.




The
      Registrar shall register the split-up or combination of this Receipt (and of
      the
      ADSs represented hereby) on the books maintained for such purpose and the
      Depositary shall cancel this Receipt and execute new Receipts for the number
      of
      ADSs requested, but in the aggregate not exceeding the number of the same type
      of ADSs evidenced by this Receipt (when canceled), shall cause the Registrar
      to
      countersign such new Receipts and shall Deliver such new






A-5






Receipts
      to or upon the order of the Holder thereof, if each of the following conditions
      has been satisfied:  (i) this Receipt has been duly Delivered by
      the Holder (or by a duly authorized attorney of the Holder) to the Depositary
      at
      its Principal Office for the purpose of effecting a split-up or combination
      hereof, and (ii) all applicable fees and charges of, and expenses incurred
      by, the Depositary and all applicable taxes and government charges (as are
      set
      forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been
      paid, *subject, however, in each case*, to the terms and conditions of
      this Receipt, of the Deposit Agreement and of applicable law, in each case
      as in
      effect at the time thereof.




4.  Pre-Conditions
      to Registration, Transfer, Etc.  As a condition precedent to the
      execution and delivery, registration of transfer, split-up, combination or
      surrender of any Receipt, the delivery of any distribution thereon, or the
      withdrawal of any Deposited Securities, the Depositary or the Custodian may
      require (i) payment from the depositor of Eligible Securities or presenter
      of
      ADSs or of a Receipt of a sum sufficient to reimburse it for any tax or other
      governmental charge and any stock transfer or registration fee with respect
      thereto (including any such tax or charge and fee with respect to Eligible
      Securities being deposited or withdrawn) and payment of any applicable fees
      and
      charges of the Depositary as provided in the Deposit Agreement and in this
      Receipt, (ii) the production of proof satisfactory to it as to the identity
      and
      genuineness of any signature or any other matters contemplated in the Deposit
      Agreement, and (iii) compliance with (A) any laws or governmental regulations
      relating to the execution and delivery of Receipts or ADSs or to the deposit
      of
      Eligible Securities or to the withdrawal of Deposited Securities and (B) such
      reasonable regulations as the Depositary and the Company may establish
      consistent with the provisions of this Receipt, the Deposit Agreement and
      applicable law.




The
      issuance of ADSs against deposits of Eligible Securities generally or against
      deposits of particular Eligible Securities may be suspended, or the deposit
      of
      particular Eligible Securities may be refused, or the registration of transfer
      of Receipts in particular instances may be refused, or the registration of
      transfer of Receipts generally may be suspended, during any period when the
      transfer books of the Company, the Depositary, a Registrar or the Eligible
      Securities Registrar are closed or if any such action is deemed necessary or
      advisable by the Depositary or the Company, in good faith, at any time or from
      time to time because of any requirement of law, any government or governmental
      body or commission or any securities exchange upon which the ADSs or Eligible
      Securities are listed, or under any provision of the Deposit Agreement or this
      Receipt, or under any provision of, or governing, the Deposited Securities,
      or
      because of a meeting of shareholders of the Company or for any other reason,
      subject in all cases to Paragraph (23) hereof.  In addition, the
      Depositary and the Custodian shall refuse to accept Shares for deposit (i)
      whenever notified, as provided in the Deposit Agreement that the Company has
      restricted transfer of such Shares to comply with delivery or transfer
      requirements and/or ownership restrictions referred to in the Deposit Agreement
      or under applicable law, or (ii) in the case of a deposit of Shares requested
      under the terms of Section 2.3(iv) of the Deposit Agreement, if such deposit
      is
      not permitted under any restriction notified by the Company to the Depositary
      from time to time, which restrictions may specify black-out periods during
      which
      deposits may not be made, minimum or maximum numbers of Shares and frequencies
      of deposit.






A-6






Notwithstanding
      any provision of the Deposit Agreement or this Receipt to the contrary, Holders
      are entitled to surrender outstanding ADSs to withdraw the Deposited Securities
      at any time subject only to (i) temporary delays caused by closing the transfer
      books of the Depositary or the Company, or the deposit of Eligible Securities
      in
      connection with voting at a shareholders' meeting or the payment of dividends,
      (ii) the payment of fees, taxes and similar charges, (iii) compliance with
      any
      U.S. or foreign laws or governmental regulations relating to the Receipts or
      to
      the withdrawal of the Deposited Securities, and (iv) other circumstances
      specifically contemplated by Section I.A.(l) of the General Instructions to
      Form
      F-6 (as such General Instructions may be amended from time to
      time).




5.  Compliance
      With Information Requests.  Notwithstanding any other provision of
      the Deposit Agreement or this Receipt, each Holder and Beneficial Owner of
      the
      ADSs represented hereby agrees to comply with requests from the Company pursuant
      to applicable law, the rules and requirements of the TSE, and any other stock
      exchange on which the Eligible Securities or ADSs are, or will be, registered,
      traded or listed, or the Articles of Incorporation of the Company, which are
      made to provide information, *inter alia*,  as to the capacity
      in which such Holder or Beneficial Owner owns ADSs (and Eligible Securities
      and
      Deposited Securities, as the case may be) and regarding the identity of any
      other person(s) interested in such ADSs and the nature of such interest and
      various other matters, whether or not they are Holders and/or Beneficial Owners
      at the time of such request.




6.  Ownership
      Restrictions.  Notwithstanding any provision of this Receipt or of
      the Deposit Agreement, the Company may restrict transfers of the Shares,
      Eligible Securities or securities convertible into Shares where the Company
      informs the Depositary that such transfer might result in ownership of Shares
      exceeding limits imposed by applicable law, the SFC, the TSE or Articles of
      Incorporation of the Company.  The Company may also restrict, in such
      manner as it deems appropriate, transfers of ADSs where such transfer may result
      in the total number of Shares, Deposited Securities or securities convertible
      into Shares represented by the ADSs owned by a single Holder or Beneficial
      Owner
      to exceed any such limits.  The Company may, in its sole discretion,
      but subject to applicable law, instruct the Depositary to take action with
      respect to the ownership interest of any Holder or Beneficial Owner in excess
      of
      the limits set forth in the preceding sentence, including but not limited to,
      the imposition of restrictions on the transfer of ADSs, the removal or
      limitation of voting rights or the mandatory sale or disposition on behalf
      of a
      Holder or Beneficial Owner of the Deposited Securities represented by the ADSs
      held by such Holder or Beneficial Owner in excess of such limitations, if and
      to
      the extent such disposition is permitted by applicable law and the Articles
      of
      Incorporation of the Company.




7.  Liability
      of Holder for Taxes and Other Charges.  If any tax or other
      governmental charge shall become payable with respect to any Receipt or any
      Deposited Securities or ADSs, such tax or other governmental charge shall be
      payable by the Holders and Beneficial Owners to the Depositary.  The
      Company, the Custodian and/or Depositary may withhold or deduct from any
      distributions made in respect of Deposited Securities and may sell for the
      account of a Holder and/or Beneficial Owner any or all of the Deposited
      Securities and apply such distributions and sale proceeds in payment of such
      taxes or governmental charges, (including applicable interest and penalties),
      the Holder and the Beneficial Owner hereof remaining liable for any
      deficiency.  The Custodian may refuse the deposit of Eligible
      Securities






A-7






and
      the
      Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer,
      split-up or combination of ADRs and (subject to Paragraph (23) hereof) the
      withdrawal of Deposited Securities until payment in full of such tax, charge,
      penalty or interest is received.  Every Holder and Beneficial Owner
      may be asked to indemnify the Depositary, the Company, the Custodian, and any
      of
      their respective agents, officers, employees and Affiliates for, and hold each
      of them harmless from, any claims with respect to taxes (including applicable
      interest and penalties thereon) arising from any inaccuracy in the information
      provided by such Holder and/or Beneficial Owner in connection with obtaining
      any
      tax benefit for such Holder and/or Beneficial Owner.




8.  Representations
      and Warranties of Depositors.   Each person depositing Shares
      under the Deposit Agreement shall be deemed thereby to represent and warrant
      that (i) such Shares and the certificates therefor are duly authorized,
      validly issued, fully paid, non-assessable and legally obtained by such person,
      (ii) all preemptive (and similar) rights, if any, with respect to such Shares
      have been validly waived or exercised, (iii) the person making such deposit
      is
      duly authorized to make such deposit, (iv) the Shares presented for deposit
      are
      free and clear of any lien, encumbrance, security interest, charge, mortgage
      or
      adverse claim and are not, and the ADSs issuable upon such deposit will not
      be,
      Restricted Securities except (as contemplated in Section 2.14 of the Deposit
      Agreement), and (v) the Shares presented for deposit have not been stripped
      of any rights or entitlements.  Such representations and warranties
      shall survive the deposit and withdrawal of Shares, the issuance and
      cancellation of ADSs in respect thereof and the transfer of such
      ADSs.  Each person depositing Certificates of Payment under the
      Deposit Agreement shall be deemed thereby to represent and warrant that (i)
      such
      Certificates of Payment are duly authorized, validly issued, fully paid,
      non-assessable and legally obtained by such person, (ii) all preemptive (and
      similar) rights, if any, with respect to such Certificates of Payment have
      been
      validly waived or exercised, (iii) the person making such deposit is duly
      authorized to make such deposit, (iv) the Certificates of Payment presented
      for
      deposit are free and clear of any lien, encumbrance, security interest, charge,
      mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable
      upon
      such deposit will not be, Restricted Securities (except as contemplated in
      Section 2.14 of the Deposit Agreement) and (v) the Certificates of Payment
      presented for deposit have not been stripped of any rights or
      entitlements.  Such representations and warranties shall survive the
      deposit of Certificates of Payment, the issuance and cancellation of Temporary
      COP ADSs in respect thereof and the transfer of such Temporary COP
      ADSs.  Each person depositing Entitlement Certificates under the
      Deposit Agreement shall be deemed thereby to represent and warrant that (i)
      such
      Entitlement Certificates are duly authorized, validly issued, fully paid and
      legally obtained by such person, (ii) all preemptive (and similar) rights,
      if
      any, with respect to such Entitlement Certificates have been validly waived
      or
      exercised, (iii) the person making such deposit is duly authorized to do so,
      (iv) the Entitlement Certificates presented for deposit are free and clear
      of
      any lien, encumbrance, security interest, charge, mortgage or adverse claim,
      and
      are not, and the Temporary EC ADSs issuable upon such deposit will not be,
      Restricted Securities and (v) the Entitlement Certificates presented for deposit
      have not been stripped of any rights or entitlements.  Such
      representations and warranties shall survive the deposit of Entitlement
      Certificates, the issuance and cancellation of Temporary EC ADSs in respect
      thereof and the transfer of such Temporary EC ADSs.




If
      any
      such representations or warranties are false in any way, the Company and
      Depositary shall be authorized, at the cost and expense of the person
      depositing, Shares,






A-8






Certificates
      of Payment or Entitlement Certificates, to take any and all actions necessary
      to
      correct the consequences thereof.




9.  Filing
      Proofs, Certificates and Other Information.  Any person presenting
      Eligible Securities for deposit, any Holder and any Beneficial Owner may be
      required, and every Holder and Beneficial Owner agrees, from time to time to
      provide to the Depositary and the Custodian such proof of citizenship or
      residence, taxpayer status, payment of all applicable taxes or other
      governmental charges, exchange control approvals and any other applicable
      regulatory approval, legal or beneficial ownership of ADSs and Deposited
      Securities, compliance with applicable laws and the terms of the Deposit
      Agreement or this receipt evidencing the ADS(s) and the provisions of, or
      governing, the Deposited Securities, to execute such certifications and to
      make
      such representations and warranties, and to provide such other information
      and
      documentation (or, in the case of Eligible Securities in registered form
      presented for deposit, such information relating to the registration on the
      books of the Company or of the Eligible Securities Registrar) as the Depositary
      or the Custodian may deem reasonably necessary or proper or as the Company
      may
      reasonably require by written request to the Depositary consistent with its
      obligations under the Deposit Agreement, this Receipt and applicable laws and
      regulations.  The Depositary and the Registrar, as applicable, may
      withhold the execution or delivery or registration of transfer of any Receipt
      or
      the distribution or sale of any dividend or distribution of rights or of the
      proceeds thereof or, to the extent not limited by Paragraph (23) hereof, the
      delivery of any Deposited Securities until such proof or other information
      is
      filed or such certificates are executed, or such representations are made,
      or
      such information and documentation are provided, in each case to the
      Depositary's, the Registrar's and the Company's satisfaction.




10.  Charges
      of Depositary.  The Depositary shall charge the following fees for
      the services performed under the terms of the Deposit Agreement:




(i)  to
      any
      person to whom ADSs are issued upon the deposit of Eligible Securities, a fee
      not in excess of U.S. $ 5.00 per 100 ADSs (or fraction thereof) so issued under
      the terms of the Deposit Agreement (excluding issuances pursuant to paragraphs
      (iii)(b) and (v) below);




(ii)  to
      any
      person surrendering ADSs for cancellation and withdrawal of Deposited
      Securities, a fee not in excess of U.S. $ 5.00 per 100 ADSs (or fraction
      thereof) so surrendered;




(iii)  No
      fee
      shall be payable upon distribution of (a) cash dividends or (b) ADSs pursuant
      to
      stock dividends (or other free distributions of stock) so long as the charging
      of such fee is prohibited by the exchange upon which the ADSs are
      listed.  If charging of such fees is not prohibited, the fees
      specified in (i) above shall be payable in respect of ADS distributions pursuant
      to stock dividends (or other free distributions of stock) and the fees specified
      in (iv) below shall be payable in respect of distributions of cash;






A-9






(iv)  to
      any
      Holder of ADSs, a fee not in excess of U.S. $ 2.00 per 100 ADSs (or fraction
      thereof) held for the distribution of cash proceeds (*i.e.*, upon the
      sale of rights and other entitlements); and




(v)  to
      any
      Holder of ADSs, a fee not in the excess of U.S. $ 5.00 per 100 ADSs (or fraction
      thereof) issued upon the exercise of rights to purchase additional
      ADSs.




In
      addition, Holders, Beneficial Owners, persons depositing Eligible Securities
      for
      deposit and persons surrendering ADSs for cancellation and withdrawal of
      Deposited Securities will be required to pay the following charges:




(b)  taxes
      (including applicable interest and penalties) and other governmental
      charges;




(c)  such
      registration fees as may from time to time be in effect for the registration
      of
      Deposited Securities on the share register and applicable to transfers of
      Deposited Securities to or from the name of the Custodian, the Depositary or
      any
      nominees upon the making of deposits and withdrawals, respectively;




(d)  such
      cable, telex and facsimile transmission and delivery expenses as are expressly
      provided in the Deposit Agreement to be at the expense of the person depositing
      or withdrawing Deposited Securities or Holders and Beneficial Owners of
      ADSs;




(e)  the
      expenses and charges incurred by the Depositary in the conversion of foreign
      currency;




(f)  such
      fees
      and expenses as are incurred by the Depositary in connection with compliance
      with exchange control regulations and other regulatory requirements applicable
      to Eligible Securities, Deposited Securities, ADSs and ADRs; and




(g)  the
      fees
      and expenses incurred by the Depositary in connection with the delivery of
      Deposited Securities.




Any
      other
      charges and expenses of the Depositary under the Deposit Agreement will be
      paid
      by the Company upon agreement between the Depositary and the
      Company.  All fees and charges may, at any time and from time to time,
      be changed by agreement between the Depositary and Company but, in the case
      of
      fees and charges payable by Holders or Beneficial Owners, only in the manner
      contemplated by Paragraph (21) of this Receipt.  The Depositary will
      provide, without charge, a copy of its latest fee schedule to anyone upon
      request.  The charges and expenses of the Custodian are for the sole
      account of the Depositary.




11.  Title
      to Receipts.  It is a condition of this Receipt, and every
      successive Holder of this Receipt by accepting or holding the same consents
      and
      agrees, that title to this Receipt (and to each ADS evidenced hereby) shall
      be
      transferable upon the same terms as a certificated security under the laws
      of
      the State of New York, provided that the Receipt has been properly endorsed
      or
      is accompanied by proper instruments of transfer.  Notwithstanding any
      notice to the contrary, the Depositary and the Company may deem and treat the
      Holder of this






A-10






Receipt
      (that is, the person in whose name this Receipt is registered on the books
      of
      the Depositary) as the absolute owner thereof for all
      purposes.  Neither the Depositary nor the Company shall have any
      obligation nor be subject to any liability under the Deposit Agreement or this
      Receipt to any holder of this Receipt or any Beneficial Owner unless such holder
      is the Holder of this Receipt registered on the books of the Depositary or,
      in
      the case of a Beneficial Owner, such Beneficial Owner or the Beneficial Owner's
      representative is the Holder registered on the books of the
      Depositary.




12.  Validity
      of Receipt.  This Receipt (and the ADSs represented hereby) shall
      not be entitled to any benefits under the Deposit Agreement or be valid or
      enforceable for any purpose against the Depositary or the Company unless this
      Receipt has been (i) dated, (ii) signed by the manual or facsimile signature
      of
      a duly authorized signatory of the Depositary, (iii) countersigned by the manual
      or facsimile signature of a duly authorized signatory of the Registrar, and
      (iv)
      registered in the books maintained by the Registrar for the registration of
      issuances and transfers of Receipts.  Receipts bearing the facsimile
      signature of a duly authorized signatory of the Depositary or the Registrar,
      who
      at the time of signature was a duly authorized signatory of the Depositary
      or
      the Registrar, as the case may be, shall bind the Depositary, notwithstanding
      the fact that such signatory has ceased to be so authorized prior to the
      delivery of such Receipt by the Depositary.




13.  Available
      Information; Reports; Inspection of Transfer Books.  The Company
      is subject to the periodic reporting requirements of the Exchange Act and
      accordingly files certain information with the Commission.  These
      reports and documents can be inspected and copied at the public reference
      facilities maintained by the Commission located at Judiciary Plaza, 100 F
      Street, N.E., Washington D.C. 20549.  The Depositary shall make
      available for inspection by Holders at its Principal Office any reports and
      communications, including any proxy soliciting materials, received from the
      Company which are both (a) received by the Depositary, the Custodian, or the
      nominee of either of them, as the holder of the Deposited Securities and (b)
      made generally available to the holders of such Deposited Securities by the
      Company.




The
      Registrar shall keep books for the registration of issuances and transfers
      of
      Receipts which at all reasonable times shall be open for inspection by the
      Company and by the Holders of such Receipts, provided that such inspection
      shall
      not be, to the Registrar's knowledge, for the purpose of communicating with
      Holders of such Receipts in the interest of a business or object other than
      the
      business of the Company or other than a matter related to the Deposit Agreement
      or the Receipts.




A-11


The
      Registrar may close the transfer books with respect to the Receipts, at any
      time
      or from time to time, when deemed necessary or advisable by it in good faith
      in
      connection with the performance of its duties hereunder, or at the reasonable
      written request of the Company subject, in all cases, to Paragraph (23)
      hereof.




Dated:
            CITIBANK,
                N.A.,


as Depositary




By:_________________________


Authorized Signatory






CITIBANK,
        N.A.Transfer Agent and RegistrarBy:
        ______________________________      Authorized
        Signatory




The
      address of the Principal Office of the Depositary is 388 Greenwich Street,
      New
      York, New York 10013, U.S.A.




A-12




**[FORM
      OF REVERSE OF RECEIPT]**






SUMMARY
      OF
      CERTAIN ADDITIONAL PROVISIONS




OF
      THE
      DEPOSIT AGREEMENT




14.  Dividends
      and Distributions in Cash, Eligible Securities, etc.  Subject
      always to the laws and regulations of the Republic of China, whenever the
      Depositary receives directly confirmation from the Custodian of receipt of
      any
      cash dividend or other cash distribution on any Deposited Securities, or
      receives proceeds from the sale of any Deposited Securities or any entitlements
      held in respect of Deposited Securities under the terms of the Deposit
      Agreement, the Depositary will (i) promptly convert or cause to be
      converted such cash dividend, distribution or proceeds into Dollars (upon the
      terms of the Deposit Agreement), (ii) if applicable, establish the ADS
      Record Date upon the terms described in Paragraph (15) hereof and in Section
      4.9
      of the Deposit Agreement, and (iii) distribute promptly the amount thus received
      (net of (a) applicable fees and charges of, and reasonable expenses incurred
      by,
      the Depositary and (b) taxes withheld) to the Holders entitled thereto as of
      the
      ADS Record Date in proportion to the number of ADS held as of the ADS Record
      Date.  The Depositary shall distribute only such amount, however, as
      can be distributed without attributing to any Holder a fraction of one cent,
      and
      any balance not so distributed shall be held by the Depositary (without
      liability for interest thereon) and shall be added to and become part of the
      next sum received by the Depositary for distribution to Holders of ADSs then
      outstanding at the time of the next distribution.  If the Company, the
      Custodian or the Depositary is required to withhold and does withhold from
      any
      cash dividend or other cash distribution in respect of any Deposited Securities
      an amount on account of taxes, duties or other governmental charges, the amount
      distributed to Holders on the ADSs representing such Deposited Securities shall
      be reduced accordingly.  Such withheld amounts shall be forwarded by
      the Company, the Custodian or the Depositary to the relevant governmental
      authority.




If
      any
      distribution upon any Deposited Securities consists of a dividend in, or free
      distribution of, Eligible Securities, the Company shall cause such Eligible
      Securities to be deposited with the Custodian and registered, as the case may
      be, in the name of the Depositary, the Custodian or their respective
      nominees.  Upon receipt of confirmation of such deposit from the
      Custodian, the Depositary shall, subject to and in accordance with the Deposit
      Agreement and the laws and regulations of the Republic of China, establish
      the
      ADS Record Date and either (i) the Depositary shall distribute to the Holders
      as
      of the ADS Record Date in proportion to the number of ADSs held as of the ADS
      Record Date, additional ADSs (of the applicable series), which represent in
      aggregate the number of Eligible Securities received as such dividend, or free
      distribution, *subject, however, in each case,* to the terms of the
      Deposit Agreement (including, without limitation, the limitations set forth
      on
      the face of this Receipt and in Article II of the Deposit Agreement and net
      of
      (a) the applicable fees and charges of, and reasonable expenses incurred by,
      the
      Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed,
      each ADS issued and outstanding after the ADS Record Date shall, to the extent
      permissible by law, thenceforth also represent rights and interest in the
      additional integral number of Shares distributed upon the Deposited Securities
      represented thereby (*subject, however, in each case,*to the laws and
      regulations of the Republic of China and net of (a) the applicable fees and
      charges of, and the reasonable expenses incurred by, the Depositary and (b)
      taxes).  In lieu of delivering






A-13






fractional
      ADSs, the Depositary shall sell the number of Eligible Securities or ADSs,
      as
      the case may be, represented by the aggregate of such fractions and distribute
      the net proceeds upon the terms set forth in the Deposit Agreement.




In
      the
      event that the Depositary determines that any distribution in property
      (including Eligible Securities) is subject to any tax or other governmental
      charges which the Depositary is obligated to withhold, or, if the Company in
      the
      fulfillment of its obligations under the Deposit Agreement, has furnished an
      opinion of U.S. counsel determining that Eligible Securities must be registered
      under the Securities Act or other laws in order to be distributed to Holders
      (and no such registration statement has been declared effective), the Depositary
      may dispose of all or a portion of such property (including Eligible Securities
      and rights to subscribe therefor) in such amounts and in such manner, including
      by public or private sale, as the Depositary deems necessary and practicable
      and
      the Depositary shall distribute the net proceeds of any such sale (after
      deduction of (a) taxes and (b) fees and charges of, and reasonable expenses
      incurred by, the Depositary) to Holders entitled thereto upon the terms of
      the
      Deposit Agreement.  The Depositary shall hold and/or distribute any
      unsold balance of such property in accordance with the provisions of the Deposit
      Agreement.




Upon
      timely receipt of a notice indicating that the Company wishes an elective
      distribution to be made available to Holders upon the terms described in the
      Deposit Agreement, the Company and the Depositary shall determine whether such
      distribution is lawful and reasonably practicable.  If so, the
      Depositary shall, subject to the terms and conditions of the Deposit Agreement,
      establish an ADS record date according to Paragraph (15) and establish
      procedures to enable the Holder hereof to elect to receive the proposed
      distribution in cash or in additional ADSs.  If a Holder elects to
      receive the distribution in cash, the dividend shall be distributed as in the
      case of a distribution in cash.  If the Holder hereof elects to
      receive the distribution in additional ADSs, the distribution shall be
      distributed as in the case of a distribution in Eligible
      Securities.  If such elective distribution is not lawful or not
      reasonably practicable, the Depositary shall, to the extent permitted by law,
      distribute to Holders, on the basis of the same determination as is made in
      the
      Republic of China in respect of the Deposited Securities for which no election
      is made, either (x) cash or (y) additional ADSs representing such
      additional Eligible Securities, in each case, upon the terms described in the
      Deposit Agreement.  Nothing herein or in the Deposit Agreement shall
      obligate the Depositary to make available to the Holder hereof a method to
      receive the elective distribution in Eligible Securities (rather than
      ADSs).  There can be no assurance that the Holder hereof will be given
      the opportunity to receive elective distributions on the same terms and
      conditions as the holders of Deposited Securities.




Upon
      timely receipt by the Depositary of a notice indicating that the Company wishes
      rights to subscribe for additional Eligible Securities to be made available
      to
      Holders of ADSs, the Depositary upon consultation with the Company, shall
      determine, whether it is lawful and reasonably practicable to make such rights
      available to the Holders.  If and whenever the Company shall announce
      its intention to make any offer or invitation to the holders of Eligible
      Securities to subscribe for or to acquire Eligible Securities or other assets
      by
      way of rights, the Depositary shall as soon as practicable thereafter give
      notice of the same to the Holders, including if applicable, the last date for
      acceptance thereof and the manner by which and the time during which Holders
      may
      instruct the Depositary to exercise such rights.  The Depositary shall






A-14






make
      such
      rights available to any Holders only if (i) the Company shall have timely
      requested the Depositary to make such rights available to Holders, (ii) the
      Depositary shall have received satisfactory documentation contemplated in the
      Deposit Agreement, and (iii) the Depositary shall have determined that such
      distribution of rights is reasonably practicable.  In the event any of
      the conditions set forth above are not satisfied or if the Company requests
      the
      Depositary that the rights not be made available to Holders of ADSs, the
      Depositary shall proceed with the sale of rights as contemplated
      below.  In the event that the conditions set forth above are
      satisfied, the Depositary shall establish an ADS Record Date (upon the terms
      described in the Deposit Agreement) and establish procedures (x) to
      distribute rights to purchase additional ADSs (by means of warrants or
      otherwise), (y) to enable the Holders to exercise the rights (upon payment
      of the subscription price and of the applicable (a) fees and charges of, and
      expenses incurred by, the Depositary and (b) taxes), and (z) to deliver
      ADSs upon the valid exercise of such rights.  Nothing herein or in the
      Deposit Agreement shall obligate the Depositary to make available to the Holders
      a method to exercise rights to subscribe for Eligible Securities (rather than
      ADSs).  If (i) the Company does not timely request the Depositary to
      make the rights available to Holders or if the Company requests that the rights
      not be made available to Holders, (ii) the Depositary fails to receive
      satisfactory documentation required by the Deposit Agreement or determines
      it is
      not lawful or not reasonably practicable to make the rights available to
      Holders, or (iii) any rights made available are not exercised and appear to
      be
      about to lapse, the Depositary shall determine whether it is lawful and
      reasonably practicable to sell such rights, in a riskless principal capacity,
      at
      such place and upon such terms (including public and private sale) as it may
      deem reasonably practicable.  The Depositary shall, upon such sale,
      convert and distribute proceeds of such sale (net of applicable fees and charges
      of, and reasonable expenses incurred by, the Depositary and taxes) upon the
      terms hereof and of the Deposit Agreement.  If the Depositary is
      unable to make any rights available to Holders or to arrange for the sale of
      the
      rights upon the terms described above, the Depositary shall allow such rights
      to
      lapse.  The Depositary shall not be responsible for (i) any failure to
      determine that it may be lawful or practicable to make such rights available
      to
      Holders in general or any Holders in particular, (ii) any foreign exchange
      exposure or loss incurred in connection with such sale, or exercise, or (iii)
      the content of any materials forwarded to the ADR Holders on behalf of the
      Company in connection with the rights distribution.




Notwithstanding
      anything herein or in the Deposit Agreement to the contrary, if registration
      (under the Securities Act or any other applicable law) of the rights or the
      securities to which any rights relate may be required in order for the Company
      to offer such rights or such securities to Holders and to sell the securities
      represented by such rights, the Depositary will not distribute such rights
      to
      the Holders (i) unless and until a registration statement under the
      Securities Act (or other applicable law) covering such offering is in effect
      or
      (ii) unless the Company furnishes the Depositary opinion(s) of counsel for
      the Company in the United States and counsel to the Company in any other
      applicable country in which rights would be distributed in each case
      satisfactory to the Depositary, to the effect that the offering and sale of
      such
      securities to Holders and Beneficial Owners are exempt from, or do not require
      registration under, the provisions of the Securities Act or other applicable
      securities laws.  In the event that the Company, the Depositary or the
      Custodian shall be required to withhold and does withhold from any distribution
      of property (including rights) an amount on account of taxes or other
      governmental charges, the amount distributed to the Holders of ADSs representing
      such Deposited Securities shall be reduced accordingly.  In the event
      that the Depositary determines






A-15






that
      any
      distribution in property (including Eligible Securities and rights to subscribe
      therefor) is subject to any tax or other governmental charges which the
      Depositary is obligated to withhold, the Depositary may dispose of all or a
      portion of such property (including Eligible Securities and rights to subscribe
      therefor) in such amounts and in such manner, including by public or private
      sale, as the Depositary deems necessary and practicable to pay any such taxes
      or
      charges.




There
      can
      be no assurance that Holders generally, or any Holder in particular, will be
      given the opportunity to exercise rights on the same terms and conditions as
      the
      holders of Deposited Securities or be able to exercise such
      rights.  Nothing herein or in the Deposit Agreement shall obligate the
      Company to file any registration statement in respect of any rights or Eligible
      Securities or other securities to be acquired upon the exercise of such
      rights.




Upon
      receipt of a notice indicating that the Company wishes property other than
      cash,
      Eligible Securities or rights to purchase additional Eligible Securities, to
      be
      made to Holders of ADSs, the Depositary shall determine whether such
      distribution to Holders is lawful and reasonably practicable.  The
      Depositary shall not make such distribution unless (i) the Company shall have
      requested the Depositary to make such distribution to Holders, (ii) the
      Depositary shall have received the documentation contemplated in the Deposit
      Agreement, and (iii) the Depositary shall have determined that such distribution
      is reasonably practicable.  Upon satisfaction of such conditions, the
      Depositary shall distribute the property so received to the Holders of record,
      as of the ADS Record Date, in proportion to the respective number of ADSs held
      by them and in such manner as the Depositary may deem practicable for
      accomplishing such distribution (i) upon receipt of payment or net of the
      applicable fees and charges of, and expenses incurred by, the Depositary, and
      (ii) net of any taxes withheld.  The Depositary may dispose of all or
      a portion of the property so distributed and deposited, in such amounts and
      in
      such manner (including public or private sale) as the Depositary may deem
      practicable or necessary to satisfy any taxes (including applicable interest
      and
      penalties) or other governmental charges applicable to the
      distribution.




If
      the
      conditions above are not satisfied, the Depositary shall sell or cause such
      property to be sold in a public or private sale, at such place or places and
      upon such terms as it may deem practicable and shall (i) cause the proceeds
      of
      such sale, if any, to be converted into Dollars and (ii) distribute the proceeds
      of such conversion received by the Depositary (net of applicable (a) fees and
      charges of, and expenses incurred by, the Depositary and (b) taxes) to the
      Holders as of the ADS Record Date upon the terms hereof and of the Deposit
      Agreement.  If the Depositary is unable to sell such property, the
      Depositary may dispose of such property in any way it deems reasonably
      practicable under the circumstances.




15.  Fixing
      of ADS Record Date.  Whenever the Depositary shall receive notice
      of the fixing of a record date by the Company for the determination of holders
      of Deposited Securities entitled to receive any distribution (whether in cash,
      Eligible Securities, rights or other distribution), or whenever for any reason
      the Depositary causes a change in the number of Deposited Securities that are
      represented by each ADS, or whenever the Depositary shall receive notice of
      any
      meeting of, or solicitation of consents or proxies of, holders of Deposited
      Securities, or whenever the Depositary shall find it necessary or convenient
      in
      connection with the giving of any notice, solicitation of any consent or any
      other matter, the Depositary shall fix a record date (the “ADS Record Date”) for
      the determination of the Holders






A-16






of
      Receipts who shall be entitled to receive such distribution, to give
      instructions for the exercise of voting rights at any such meeting, to give
      or
      withhold such consent, to receive such notice or solicitation or to otherwise
      take action, or to exercise the rights of Holders with respect to such changed
      number of Deposited Securities represented by each ADS.  The
      Depositary shall make reasonable efforts to establish the ADS Record Date as
      closely as possible to the applicable record date for the Deposited Securities
      (if any) set by the Company in the Republic of China.  Subject to
      applicable law and the terms and conditions of this Receipt and the Deposit
      Agreement, only the Holders of Receipts at the close of business in New York
      on
      such ADS Record Date shall be entitled to receive such distributions, to give
      such instructions, to receive such notice or solicitation, or otherwise take
      action.




16.  Voting
      of Deposited Securities.  (a) Voting by
      Shareholders.  The following is a summary of certain rights of
      holders of Shares, interests in Certificate(s) of Payment and Entitlement
      Certificate(s), if any, to vote at shareholders' meetings under ROC Company
      Law
      and the Articles of Incorporation of the Company, in each case, as in effect
      on
      the date hereof:  (i) a holder of Shares (including holders of
      interests in any Certificate of Payment evidencing the irrevocable right to
      receive Shares) is entitled to one vote for each Share held, (ii) the
      election of directors and supervisors takes place by means of cumulative voting,
      and (iii) a shareholder must, as to all matters subject to a vote of
      shareholders (other than the election of directors and supervisors), exercise
      the voting rights for all Shares held by such shareholder in the same manner
      (*e.g.*, a holder of 1,000 Shares cannot split his/her votes but must
      vote all 1,000 Shares in the same manner except in the event of cumulative
      voting for an election of directors and supervisors).  Pursuant to ROC
      law, the voting rights attaching to the Deposited Securities must be exercised
      by, or on behalf of, the Depositary's nominee, as representative of the Holders
      and Beneficial Owners, collectively in the same manner, except in the case
      of an
      election of directors and supervisors, which currently should be on a cumulative
      basis.  Deposited Securities which have been withdrawn from the
      applicable ADS Facility and timely transferred on the Company's register of
      shareholders to a person other than the Depositary may be voted by the
      Registered Holder(s) thereof directly, subject, in each case, to the limitations
      of ROC law and the Articles of Incorporation of the Company.  Holders
      may not receive sufficient advance notice of shareholders' meetings to enable
      them to timely withdraw the Deposited Securities and vote at such meetings
      and
      may not be able to re-deposit the withdrawn securities under the terms of the
      Deposit Agreement.




(b)  Voting
      by ADS Holders.  Holders of ADSs have no individual voting rights
      with respect to the Deposited Securities represented by their
      ADSs.  Each Holder shall, by acceptance of ADSs or acquisition of any
      beneficial interest therein, have authorized and directed the Depositary's
      nominee, without liability, to appoint the Chairman of the Board of Directors
      of
      the Company (or the Chairman's designate) (the “Voting Representative”), as
      representative of the Depositary's nominee, who is registered in the ROC as
      representative of the Holders and Beneficial Owners in respect of the Deposited
      Securities (the “Registered Holder”), to vote the Shares or Deposited Securities
      in accordance with the terms hereof.




The
      Company agrees to use its best efforts to timely notify the Depositary of any
      proposed shareholders' meeting and to timely provide to the Depositary in New
      York, at least twenty-four (24) calendar days before any ordinary shareholders'
      meeting or at least fourteen (14) calendar days before any extraordinary
      shareholders' meeting, a sufficient number of copies






A-17






reasonably
      requested by the Depositary of an English language translation of the Company's
      notice of shareholders' meeting and the agenda of the materials to be voted
      on
      (in the form the Company generally makes available to holders of Shares in
      the
      ROC, including, without limitation, a list of candidates proposed by the Company
      for an election of directors or supervisors) (such materials collectively,
      the
“Shareholder Notice”).  As soon as practicable after receipt by the
      Depositary of the requisite number of Shareholder Notices, the Depositary shall
      establish the ADS Record Date (upon the terms of Paragraph (15) hereof and
      Section 4.9 of the Deposit Agreement) and shall, at the Company's expense and
      provided that no U.S. legal prohibitions exist, deliver to Holders as of the
      applicable ADS Record Date, (i) the Shareholder Notice, (ii) a
      depositary notice setting forth the manner in which Holders of ADSs may instruct
      the Depositary to cause the Deposited Securities represented by their ADSs
      to be
      voted under the terms of the Deposit Agreement, including a description of
      the
      Management Instruction (as defined below), together with a form of voting
      instructions and/or other means to provide voting instructions (the depositary
      notice and the related materials prepared by the Depositary collectively, the
      “Depositary Notice”).  The Depositary is under no obligation to mail
      the Shareholder Notice and the Depositary Notice to Holders if the Company
      has
      failed to provide to the Depositary in New York the requisite number of
      Shareholder Notices at least twenty-four (24) calendar days prior to the date
      of
      any ordinary shareholders' meeting or at least fourteen (14) calendar days
      before the date of any extraordinary shareholders' meeting.  If the
      Depositary has not delivered the Shareholder Notice or Depositary Notice to
      Holders, it will endeavor to cause all Deposited Securities represented by
      ADRs
      to be present at the relevant shareholders' meeting insofar as practicable
      and
      permitted under applicable law but will not cause the Shares or other Deposited
      Securities to be voted; provided, however, that the Depositary may
      determine, in its sole discretion, to send such Shareholder Notice and
      Depositary Notice to Holders and/or cause the Shares or other Deposited
      Securities to be voted as it deems appropriate.  There can be no
      assurance that Holders generally or any Holder in particular will receive
      Shareholder Notices and Depositary Notices with sufficient time to enable the
      return of voting instructions to the Depositary in a timely manner.




Notwithstanding
      anything else contained in the Deposit Agreement, the Depositary shall not
      have
      any obligation to take any action with respect to any meeting, or solicitation
      of consents or proxies or instructions, of holders of Shares or other Deposited
      Securities if the taking of such action would violate U.S. laws.




(c)  Voting
      of Deposited Securities Upon ADS Holders' Instructions.  If
      Holders of ADSs together holding at least 51% of all the ADSs (including
      Temporary ADSs) outstanding as of the relevant ADS Record Date shall instruct
      the Depositary, prior to the date established for such purpose by the
      Depositary, to vote in the same manner in respect of one or more resolutions
      to
      be proposed at a shareholders' meeting (including resolutions for the election
      of directors and/or supervisors), the Depositary shall notify the Voting
      Representative as the representative of the Registered Holder to attend such
      shareholders' meeting and vote all Deposited Securities evidenced by ADSs then
      outstanding as of the ADS Record Date (including Temporary ADSs) in the manner
      so instructed by such Holders.  If voting instructions are received by
      the Depositary on or before the date established by the Depositary for the
      receipt of such instructions from any Holder as of the ADS Record Date, which
      are signed but without further indication as to voting instructions, the
      Depositary shall deem such Holder to have instructed a vote in favor of the
      items set forth in such instructions.  The Depositary and






A-18






Custodian
      shall not have any obligation to monitor, and shall not incur any liability
      for,
      the actions, or the failure to act, of the Voting Representative (or his/her
      designate) as representative of the Registered Holder.




(d)  Depositary
      Authorization.  If, for any reason (other than a failure by the
      Company to supply the requisite number of Shareholder Notices to the Depositary
      within the requisite time period provided in the Deposit Agreement), the
      Depositary has not, prior to the date established for such purpose by the
      Depositary, received instructions from Holders together holding at least 51%
      of
      all ADSs (including Temporary ADSs) outstanding at the relevant ADS Record
      Date,
      to vote in the same manner in respect of any resolution (including resolutions
      for the election of directors and/or supervisors), then, subject to the
      following paragraph, the Holders shall be deemed to have authorized and directed
      the Depositary's nominee to authorize (the “Depositary Authorization”) the
      Voting Representative as the representative of the Registered Holder to attend
      and vote at such meeting all the Deposited Securities represented by ADSs then
      outstanding (including Temporary ADSs) in his or her discretion.  In
      such circumstances, the Voting Representative shall be free to exercise the
      votes attaching to the Deposited Securities in any manner she/he wishes, which
      may not be in the interests of the Holders.




The
      Depositary's Authorization, provided in the manner and under the circumstances
      described in the preceding paragraph, shall be subject to the receipt by the
      Depositary prior to each shareholders' meeting of an opinion of ROC counsel
      of
      the Company****addressed to, and in form and substance
      satisfactory to, the Depositary to the effect that under ROC law (i) the
      arrangements relating to the Depositary Authorization are permissible, and
      (ii) the Depositary will not be deemed to be authorized to exercise any
      discretion when causing the voting in accordance with Section 4.10 of the
      Deposit Agreement and will not (in the absence of negligence, bad faith or
      breach of contract, and subject to general principles of agency) be subject
      to
      any liability under ROC law for losses arising from the exercise of the voting
      arrangements set out in Section 4.10 of the Deposit Agreement on the grounds
      that voting in accordance with Section 4.10 of the Deposit Agreement is in
      violation of ROC law.  In the event the Depositary does not receive
      such opinion, the Depositary will not grant the  Depositary
      Authorization, but will cause the Deposited Securities to be present at the
      shareholders' meeting to the extent practicable and permitted by applicable
      law
      and will not cause the Deposited Securities to be voted.




The
      Depositary shall not, and the Depositary shall ensure that the Custodian and
      its
      nominees do not, vote or attempt to exercise the right to vote that attaches
      to
      the Shares or other Deposited Securities, other than in accordance with
      instructions given in accordance with Section 4.10 of the Deposit
      Agreement.  The terms of Section 4.10 of the Deposit Agreement may be
      amended from time to time in accordance with the terms of the Deposit
      Agreement.  By continuing to hold ADSs after the effective time of
      such amendment, all Holders and Beneficial Owners shall be deemed to have agreed
      to the terms of the Deposit Agreement as so amended.




17.  Changes
      Affecting Deposited Securities.  Upon any change in nominal or par
      value, split-up, cancellation, consolidation or any other reclassification
      of
      Deposited Securities, or upon any recapitalization, reorganization, merger
      or
      consolidation or sale of assets affecting the Company or to which it is a party,
      any securities which shall be received by the Depositary or the Custodian in
      exchange for, or in conversion of or replacement of or otherwise






A-19






in
      respect
      of, such Deposited Securities shall, to the extent permitted by law, be
      substituted for and treated as Deposited Securities under the Deposit Agreement,
      and the Receipts shall, subject to the provisions of the Deposit Agreement
      and
      applicable law, evidence ADSs representing the right to receive such additional
      or replacement securities, as applicable.  The Depositary may, with
      the Company's approval, and shall, if the Company shall so request, subject
      to
      the terms of the Deposit Agreement and receipt by the Depositary of (a) a
      written opinion of U.S. counsel (reasonably satisfactory to the Depositary)
      stating whether or not:  (1) such exchange, conversion or
      replacement requires registration of such securities under the Securities Act
      and/or Exchange Act or (2) such exchange, conversion or replacement of such
      securities as then contemplated is exempt from the registration requirements
      of
      the Securities Act and/or Exchange Act and (b) a written opinion of ROC
      counsel (reasonably satisfactory to the Depositary) stating that (1) such
      exchange, conversion or replacement does not violate the laws or regulations
      of
      the Republic of China and (2) all requisite regulatory consents and
      approvals relating to such exchange, conversion or replacement have been
      obtained in the Republic of China, execute and deliver additional Receipts
      as in
      the case of a dividend of Eligible Securities, or call for the surrender of
      outstanding Receipts to be exchanged for new Receipts, in either case, as well
      as in the event of newly deposited Shares, with necessary modifications to
      the
      form of Receipt contained herein, specifically describing such new Deposited
      Securities or corporate change.  Notwithstanding the foregoing, in the
      event that any security so received may not be lawfully distributed to some
      or
      all Holders, the Depositary may, with the Company's approval, and shall, if
      the
      Company requests, subject to receipt of an opinion of the Company 's counsel,
      satisfactory to the Depositary, that such action is not in violation of any
      applicable laws or regulations, sell such securities at public or private sale,
      at such place or places and upon such terms as it may deem proper and may
      allocate the net proceeds of such sales (net of (a) fees and charges of, and
      reasonable expenses incurred by, the Depositary and (b) taxes) for the account
      of the Holders otherwise entitled to such securities upon an averaged or other
      practicable basis without regard to any distinctions among such Holders and
      distribute the net proceeds so allocated to the extent practicable as in the
      case of a distribution received in cash pursuant to the Deposit
      Agreement.  The Depositary shall not be responsible for (i) any
      failure to determine that it may be lawful or feasible to make such securities
      available to Holders in general or any Holder in particular, (ii) any foreign
      exchange exposure or loss incurred in connection with such sale, or (iii) any
      liability to the purchaser of such securities.




18.  Exoneration.  Neither
      the Depositary nor the Company shall be obligated to do or perform any act
      which
      is inconsistent with the provisions of the Deposit Agreement or incur any
      liability (i) if the Depositary or the Company shall be prevented or forbidden
      from, or delayed in, doing or performing any act or thing required by the terms
      of the Deposit Agreement and this Receipt, by reason of any provision of any
      present or future law or regulation of the United States, the Republic of China
      or any other country, or of any other governmental authority or regulatory
      authority or stock exchange, or on account of the possible criminal or civil
      penalties or restraint, or by reason of any provision, present or future of
      the
      Articles of Incorporation of the Company or any provision of or governing any
      Deposited Securities, or by reason of any act of God, terrorism or war or other
      circumstances beyond its control (including, without limitation,
      nationalization, expropriation, currency restrictions, work stoppage, strikes,
      civil unrest, revolutions, rebellions, explosions and computer failure), (ii)
      by
      reason of any exercise of, or failure to exercise, any discretion provided
      for
      in the Deposit Agreement or in the






A-20






Articles
      of Incorporation of the Company or provisions of or governing Deposited
      Securities, (iii) for any action or inaction in reliance upon the advice or
      information from legal counsel, accountants, any person presenting Shares for
      deposit, any Holder, any Beneficial Owner or authorized representative thereof,
      or any other person believed by it in good faith to be competent to give such
      advice or information, (iv) for the inability by a Holder or Beneficial Owner
      to
      benefit from any distribution, offering, right or other benefit which is made
      available to holders of Deposited Securities but is not, under the terms of
      this
      Deposit Agreement, made available to Holders of ADS or (v) for any consequential
      or punitive damages for any breach of the terms of the Deposit
      Agreement.  The Depositary, its controlling persons, its agents, any
      Custodian and the Company, its controlling persons and its agents may rely
      and
      shall be protected in acting upon any written notice, request or other document
      believed by it to be genuine and to have been signed or presented by the proper
      party or parties.  No disclaimer of liability under the Securities Act
      is intended by any provision of the Deposit Agreement or this
      Receipt.




19.  Standard
      of Care.  The Company and its agents assume no obligation and
      shall not be subject to any liability under the Deposit Agreement or the
      Receipts to Holders or Beneficial Owners or other persons, except that the
      Company and its agents agree to perform their obligations specifically set
      forth
      in the Deposit Agreement without negligence or bad faith.  The
      Depositary and its agents assume no obligation and shall not be subject to
      any
      liability under the Deposit Agreement or the Receipts to Holders or Beneficial
      Owners or other persons, except that the Depositary and its agents agree to
      perform their obligations specifically set forth in the Deposit Agreement
      without negligence or bad faith.  Without limitation of the foregoing,
      neither the Depositary, nor the Company, nor any of their respective controlling
      persons, or agents, shall be under any obligation to appear in, prosecute or
      defend any action, suit or other proceeding in respect of any Deposited
      Securities or in respect of the Receipts, which in its opinion may involve
      it in
      expense or liability, unless indemnity satisfactory to it against all expense
      (including reasonable fees and disbursements of counsel) and liability be
      furnished as often as may be required (and no Custodian shall be under any
      obligation whatsoever with respect to such proceedings, the responsibility
      of
      the Custodian being solely to the Depositary).  The Depositary and its
      agents shall not be liable for any failure to carry out any instructions to
      vote
      any of the Deposited Securities, or for the manner in which any vote is cast
      or
      the effect of any vote, provided that any such action or omission is in good
      faith and without negligence and in accordance with the terms of the Deposit
      Agreement.  Provided that the Depositary acts or omits to act in good
      faith and without negligence, the Depositary shall not incur any liability
      for
      any failure to determine that any distribution or action may be lawful or
      reasonably practicable, for the content of any information submitted to it
      by
      the Company for distribution to the Holders or for any inaccuracy of any
      translation thereof, for any investment risk associated with acquiring an
      interest in the Deposited Securities, for the validity or worth of the Deposited
      Securities or for any tax consequences that may result from the ownership of
      ADSs, Shares or Deposited Securities, for the credit-worthiness of any third
      party, for allowing any rights to lapse upon the terms of the Deposit Agreement,
      for the failure or timeliness of any notice from the Company.  Nothing
      in this Receipt or in the Deposit Agreement shall cause the Depositary or any
      of
      its agents to incur any liability as a result of any action or failure to act
      by
      any trustee under a Trust Deed governing the Bonds.






A-21






20.  Resignation
      and Removal of the Depositary; Appointment of Successor
      Depositary.  The Depositary may at any time resign as Depositary
      under the Deposit Agreement by written notice of resignation delivered to the
      Company, such resignation to be effective on the earlier of (i) the 60th day
      after delivery thereof to the Company, or (ii) upon the appointment of a
      successor depositary and its acceptance of such appointment as provided in
      the
      Deposit Agreement.  The Depositary may at any time be removed by the
      Company by written notice of such removal which notice shall be effective on
      the
      earlier of (i) the 60th day after delivery thereof to the Depositary, or (ii)
      upon the appointment of a successor depositary and its acceptance of such
      appointment as provided in the Deposit Agreement.  In case at any time
      the Depositary acting hereunder shall resign or be removed, the Company shall
      use its best efforts to appoint a successor depositary, which shall be a bank
      or
      trust company having an office in the Borough of Manhattan, the City of New
      York.  Every successor depositary shall be required by the Company to
      execute and deliver to its predecessor and to the Company an instrument in
      writing accepting its appointment hereunder, and thereupon such successor
      depositary, without any further act or deed (except as required by applicable
      law), shall become fully vested with all the rights, powers, duties and
      obligations of its immediate predecessor other than as contemplated in the
      Deposit Agreement.  The immediate predecessor depositary, upon payment
      of all sums due to it and on the written request of the Company, shall
      (i) execute and deliver an instrument transferring to such successor all
      rights and powers of such predecessor hereunder (other than as contemplated
      in
      the Deposit Agreement), (ii) duly assign, transfer and deliver all rights,
      titles and interests to the Deposited Securities to such successor, and (iii)
      deliver to such successor a list of the Holders of all outstanding Receipts
      and
      such other information relating to Receipts and Holders thereof as the successor
      may reasonably request. Any such successor depositary shall promptly provide
      notice of its appointment to such Holders.  Any corporation into or
      with which the Depositary may be merged or consolidated shall be the successor
      of the Depositary without the execution or filing of any document or any further
      act.




21.  Amendment/Supplement.  This
      Receipt and any provisions of the Deposit Agreement may at any time and from
      time to time be amended or supplemented by written agreement between the Company
      and the Depositary in any respect which they may deem necessary or desirable
      without the prior written consent of the Holders or Beneficial
      Owners.  Any amendment or supplement which shall impose or increase
      any fees or charges (other than the charges in connection with foreign exchange
      control regulations, and taxes and other governmental charges, delivery and
      other such expenses), or which shall otherwise materially prejudice any
      substantial existing right of Holders or Beneficial Owners, shall not, however,
      become effective as to outstanding Receipts until the expiration of thirty
      (30)
      days after notice of such amendment or supplement shall have been given to
      the
      Holders of outstanding Receipts.  The parties hereto agree that any
      amendments or supplements which (i) are reasonably necessary (as agreed by
      the
      Company and the Depositary) in order for (a) the ADSs to be registered on Form
      F-6 under the Securities Act or (b) the ADSs to be traded solely in electronic
      book-entry form and (ii) do not in either such case impose or increase any
      fees
      or charges to be borne by Holders, shall be deemed not to materially prejudice
      any substantial rights of Holders or Beneficial Owners.  Every Holder
      and Beneficial Owner at the time any amendment or supplement becomes effective
      shall be deemed, by continuing to hold such ADS(s), to consent and agree to
      such
      amendment or supplement and to be bound by the Deposit Agreement as amended
      or
      supplemented thereby.  In no event shall any amendment or supplement
      impair the






A-22






right
      of
      the Holder to surrender such Receipt and receive therefor the Deposited
      Securities represented thereby, except in order to comply with mandatory
      provisions of applicable law.  Notwithstanding the foregoing, if any
      governmental body should adopt new laws, rules or regulations which would
      require amendment or supplement of the Deposit Agreement to ensure compliance
      therewith, the Company and the Depositary may amend or supplement the Deposit
      Agreement and this Receipt at any time in accordance with such changed laws,
      rules or regulations.  Such amendment or supplement to the Deposit
      Agreement in such circumstances may become effective before a notice of such
      amendment or supplement is given to Holders or within any other period of time
      as required for compliance with such laws, rules or regulations.




22.  Termination.  The
      Depositary shall, at any time at the written direction of the Company, terminate
      the Deposit Agreement by providing notice of such termination to the Holders
      of
      all Receipts then outstanding at least thirty (30) days prior to the date fixed
      in such notice for such termination.  If sixty (60) days shall have
      expired after (i) the Depositary shall have delivered to the Company a written
      notice of its election to resign, or (ii) the Company shall have delivered
      to
      the Depositary a written notice of the removal of the Depositary, and in either
      case a successor depositary shall not have been appointed and accepted its
      appointment as provided herein and in the Deposit Agreement, the Depositary
      may
      terminate the Deposit Agreement by providing notice of such termination to
      the
      Holders of all Receipts then outstanding at least thirty (30) days prior to
      the
      date fixed for such termination.  On and after the date of termination
      of the Deposit Agreement, the Holder of a Receipt will, upon surrender of such
      Receipt at the Principal Office of the Depositary, upon the payment of the
      charges of the Depositary for the surrender of Receipts referred to in Paragraph
      (2) hereof and in the Deposit Agreement and subject to the conditions and
      restrictions therein set forth and subject always to the restrictions on
      withdrawal as may be in effect under the laws and regulations of the Republic
      of
      China, and upon payment of any applicable taxes or governmental charges, be
      entitled to Delivery, to him or upon his order, of the amount of Deposited
      Securities represented by such Receipt.  If any Receipts shall remain
      outstanding after the date of termination of the Deposit Agreement, the
      Registrar thereafter shall discontinue the registration of transfers of
      Receipts, and the Depositary shall suspend the distribution of dividends to
      the
      Holders thereof, and shall not give any further notices or perform any further
      acts under the Deposit Agreement, except that the Depositary shall continue
      to
      collect dividends and other distributions pertaining to Deposited Securities,
      shall sell rights as provided in the Deposit Agreement, and shall continue
      to
      deliver Deposited Securities, subject to the conditions and restrictions set
      forth in the Deposit Agreement, together with any dividends or other
      distributions received with respect thereto and the net proceeds of the sale
      of
      any rights or other property, in exchange for Receipts surrendered to the
      Depositary (after deducting, or charging, as the case may be, in each case
      the
      charges of the Depositary for the surrender of a Receipt, any expenses for
      the
      account of the Holder in accordance with the terms and conditions of the Deposit
      Agreement and any applicable taxes or governmental charges or
      assessments).  At any time after the expiration of six (6) months from
      the date of termination of the Deposit Agreement, the Depositary may sell the
      Deposited Securities then held hereunder and may thereafter hold uninvested
      the
      net proceeds of any such sale, together with any other cash then held by it
      hereunder, in an unsegregated account, without liability for interest for the
      pro rata benefit of the Holders whose Receipts have not theretofore been
      surrendered, such Holders thereupon becoming general creditors of the Depositary
      with respect to such net proceeds.  After making such sale, the
      Depositary shall be discharged from all






A-23






obligations
      under the Deposit Agreement with respect to the Receipts, the Deposited
      Securities and the ADSs, except to account for such net proceeds and other
      cash
      (after deducting, or charging, as the case may be, in each case, the charges
      of
      the Depositary for the surrender of a Receipt, any expenses for the account
      of
      the Holder in accordance with the terms and conditions of the Deposit Agreement
      and any applicable taxes or governmental charges or
      assessments).  Upon the termination of the Deposit Agreement, the
      Company shall be discharged from all obligations under the Deposit Agreement
      except as set forth in the Deposit Agreement.




23.  Compliance
      with U.S. Securities Laws.  Notwithstanding any provisions in this
      Receipt or the Deposit Agreement to the contrary, the withdrawal or delivery
      of
      Deposited Securities will not be suspended by the Company or the Depositary
      except as would be permitted by Instruction I.A.(1) of the General Instructions
      to Form F-6 Registration Statement, as amended from time to time, under the
      Securities Act of 1933.




24.  Certain
      Rights of the Depositary; Limitations.  Subject always to the laws
      and regulations of the Republic of China and to the further terms and provisions
      of this Paragraph (24) and Section 5.10 of the Deposit Agreement, the
      Depositary, its Affiliates and their agents, on their own behalf, may own and
      deal in any class of securities of the Company and its Affiliates and in
      ADSs.  In its capacity as Depositary, the Depositary shall not lend
      Deposited Securities or ADSs; provided, however, that the Depositary may, to
      the
      extent permitted by applicable law, (i) issue ADSs prior to the receipt of
      Eligible Securities pursuant to Section 2.3 of the Deposit Agreement and (ii)
      deliver Deposited Securities only upon the prior receipt of ADSs for
      cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7
      of
      the Deposit Agreement, including ADSs which were issued under (i) above but
      for
      which Eligible Securities may not have been received (each such transaction
      in
      (i) above a “Pre-Release Transaction”).  The Depositary may receive
      ADSs in lieu of Eligible Securities under (i) above.  Each such
      Pre-Release Transaction will be (a) subject to a written agreement whereby
      the
      person or entity (the “Applicant”) to whom ADSs or Deposited Securities are to
      be delivered (w) represents that at the time of the Pre-Release Transaction
      the
      Applicant or its customer owns the Eligible Securities that are to be delivered
      by the Applicant under such Pre-Release Transaction, (x) agrees to indicate
      the
      Depositary as owner of such Eligible Securities in its records and to hold
      such
      Eligible Securities in trust for the Depositary until such Eligible Securities
      are delivered to the Depositary or the Custodian, (y) unconditionally guarantees
      to deliver to the Depositary or the Custodian, as applicable, such Eligible
      Securities, and (z) agrees to any additional restrictions or requirements that
      the Depositary deems appropriate, (b) at all times fully collateralized with
      cash, United States government securities or such other collateral as the
      Depositary deems appropriate, (c) terminable by the Depositary on not more
      than
      five (5) business days' notice and (d) subject to such further indemnities
      and
      credit regulations as the Depositary deems appropriate.  The
      Depositary will normally limit the number of ADSs and Eligible Securities
      involved in such Pre-Release Transactions at any one time to thirty percent
      (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under
      (i) above), provided, however, that the Depositary reserves the right to
      disregard such limit from time to time as it deems appropriate and may, with
      the
      prior written consent of the Company, change such limit for purposes of general
      application.




The
      Depositary may also set limits with respect to the number of ADSs and Eligible
      Securities involved in Pre-Release Transactions with any one person on a case
      by
      case






A-24






basis
      as
      it deems appropriate.  The Depositary may retain for its own account
      any compensation received by it in conjunction with the
      foregoing.  Collateral provided pursuant to (b) above, but not the
      earnings thereon, shall be held for the benefit of the Holders (other than
      the
      Applicant).  Temporary COP ADSs, Temporary EC ADSs, Certificate of
      Payment and Entitlement Certificates shall not be eligible for Pre-Release
      Transactions hereunder.




In
      addition, to the extent permitted under applicable law, in its capacity as
      Depositary, the Depositary may, when a Holder of ADSs so requests, cause the
      Deposited Shares to be sold and deliver the proceeds of the sale prior to the
      receipt and cancellation of ADSs (each such transaction a “Pre-Cancellation
      Sale”) prior to the receipt of ADSs for cancellation.  Each such
      Pre-Cancellation Sale will be (a) accompanied by or subject to a written
      agreement whereby the person or entity (the “Applicant”) to whom the proceeds of
      the sale of Deposited Securities are to be delivered which, (i) represents
      that
      at the time of the Pre-Cancellation Sale, the Applicant or its customer owns
      the
      ADSs that are to be delivered by the Applicant under such Pre-Cancellation
      Sale,
      (ii) agrees to indicate the Depositary as owner of such ADSs in its records
      and
      to hold such ADSs in trust for the Depositary until such ADSs are delivered
      to
      the Depositary, (iii) unconditionally guarantees to deliver to the Depositary
      such ADSs, and (iv) agrees to any additional restrictions or requirements that
      the Depositary deems appropriate; (b) at all times fully collateralized with
      cash, United States government securities or such other collateral as the
      Depositary deems appropriate; (c) terminable by the Depositary on not more
      than
      five (5) business days notice; and (d) subject to such further indemnities
      and
      credit regulations as the Depositary deems appropriate and may, with the prior
      written consent of the Company, change such limit for purposes of general
      application.




The
      Depositary will normally limit the number of Deposited Securities involved
      in
      such Pre-Cancellation Sales at any one time to thirty percent (30%) of the
      Deposited Securities outstanding, provided, however, that the
      Depositary reserves the right to disregard such limit from time to time as
      it
      deems appropriate.




(25)         Right
      to Submit Proposals at Annual Ordinary Meeting of Shareholders.




(a)           Proposals
      by Shareholders.




The
      Company has informed the Depositary that under ROC Company Law, as in effect
      as
      of the date of the Deposit Agreement, holders of one percent (1%) or more of
      the
      total issued and outstanding Shares of the Company as of the applicable record
      date for determining holders of Shares with the right to vote at an annual
      ordinary meeting of the Company’s shareholders (the “Shareholder Proposal
      Record Date”), are entitled to submit one (1) written proposal (such
      proposal shall not include a Beneficial Owner's right to nominate candidates
      for
      election as directors at a meeting of the Company’s shareholders in accordance
      with the terms and subject to the conditions of Section 4.17 of the Deposit
      Agreement, the “Proposal”) each year for consideration at the annual
      ordinary meeting of the Company’s shareholders, providedthat:  (i) the Proposal is in the Chinese language and does
      not exceed 300 Chinese characters (including the reason(s) for the Proposal
      and
      all punctuation marks) in length, (ii) the Proposal is submitted to the Company
      prior to the expiration of the period for submission of Proposals (the
“Submission Period”) announced by the Company (which Submission Period
      and the place for eligible shareholders to submit the Proposal the Company
      undertakes to announce publicly each






A-25






year
      in a
      report on Form 6-K submitted to the Commission prior to the commencement of
      the 60 days closed period prior to the annual ordinary meeting of the Company’s
      shareholders), (iii) only one (1) matter for consideration at the annual
      ordinary meeting of the Company’s shareholders shall be allowed in each
      Proposal, and (iv) the proposing shareholder shall attend, in person or by
      a
      proxy, such annual ordinary meeting of the Company’s shareholders whereat his or
      her or its Proposal is to be discussed in the Chinese language and such
      proposing shareholder, or his or her or its proxy, shall take part in the
      discussion of such Proposal in the Chinese language.  As the holder of
      the Deposited Securities, the Depositary or its nominee is entitled, provided
      the conditions of ROC law are satisfied, to submit only one (1) Proposal each
      year in respect of all of the Shares held on deposit as of the applicable
      Shareholder Proposal Record Date.  Holders and Beneficial Owners of
      ADSs do not under ROC law have individual rights to submit Proposals to the
      Company for consideration at the annual ordinary meeting of the Company’s
      shareholders but may be able to submit Proposals to the Company for
      consideration at the annual ordinary meeting of the Company’s shareholders if
      the Beneficial Owners (i) timely present their ADSs to the Depositary for
      cancellation pursuant to the terms of the Deposit Agreement and become holders
      of Shares in the ROC prior to the expiration of the Submission Period and prior
      to the applicable Shareholder Proposal Record Date, and (ii) otherwise satisfy
      the conditions of ROC law applicable to the submission of Proposals to the
      Company for consideration at an annual ordinary meeting of the Company’s
      shareholders.  Beneficial Owners of ADSs may not receive sufficient
      advance notice of an annual ordinary meeting of the Company’s shareholders to
      enable the timely withdrawal of Shares to make a Proposal to the Company and
      may
      not be able to re-deposit under the Deposit Agreement the Shares so
      withdrawn.  The Company has informed the Depositary that a Proposal
      shall only be voted upon at the annual ordinary meeting of the Company’s
      shareholders if the Proposal is accepted by the board of directors of the
      Company as eligible in accordance with Article 172-1 of the ROC Company Law
      and
      the Company's Articles of Incorporation for consideration at an annual ordinary
      meeting of the Company’s shareholders.




(b)           Single
      Proposal by Depositary or its Nominee on behalf of Beneficial
      Owners.




Holders****and
      Beneficial Owners of ADSs do not have individual proposal rights.  The
      Depositary will, if so requested by (a) Beneficial Owner(s) as of the applicable
      ADS Record Date that own(s), individually or as a group, at least 51% of the
      ADSs outstanding as of the applicable ADS Record Date (such Beneficial Owner(s),
      the “Submitting Holder(s)”), submit to the Company for consideration at
      the annual ordinary meeting of the Company’s shareholders one (1) Proposal each
      year, provided that:  (i) the Proposal submitted to the
      Depositary by the Submitting Holder(s) is in the Chinese language and does
      not
      exceed 300 Chinese characters (including the reason(s) for the Proposal and
      all
      punctuation marks) in length, (ii) the Proposal is submitted to the Depositary
      by the Submitting Holder(s) at least two (2) Business Days prior to the
      expiration of the Submission Period, (iii) the Proposal is accompanied by a
      written certificate signed by each Submitting Holder, addressed to the
      Depositary and the Company and in a form satisfactory to the Depositary and
      the
      Company (the “First Proposal Certificate”), certifying, *inter
      alia*, (w) that each Submitting Holder has only certified the said Proposal,
      (x) that the Submitting Holder(s) own(s), individually or in the aggregate,
      at least 51% of the ADSs outstanding as of the date the Proposal is submitted
      by
      the Submitting Holder(s) to the Depositary (the “Proposal Submission
      Date”), (y) if the Proposal Submission Date is (i) on or






A-26






after
      the
      applicable ADS Record Date, that the Submitting Holder(s) owned at least 51%
      of
      the ADSs outstanding as of the applicable ADS Record Date, and (ii) prior to
      the
      applicable ADS Record Date, that the Submitting Holder(s) will continue to
      own
      at least 51% of the ADSs outstanding as of the applicable ADS Record Date and
      will provide the Second Proposal Certificate, as defined below, and (z) the
      name(s) and address(es) of the Submitting Holder(s) and the number of ADSs
      owned
      by each Submitting Holder (together with certified evidence of each Submitting
      Holder’s ownership of the applicable ADSs as of the Proposal Submission Date, in
      the case of (y)(ii) above, and the applicable ADS Record Date, in the case
      of
      (y)(i) above), (iv) if the Proposal Submission Date is prior to the applicable
      ADS Record Date, the Submitting Holder(s) must also provide, within five (5)
      Business Days after the applicable ADS Record Date, a second written certificate
      signed by each Submitting Holder, addressed to the Depositary and the Company
      and in a form satisfactory to the Depositary and the Company (the “Second
      Proposal Certificate”), certifying, *inter alia*, that the Submitting
      Holder(s) continued to own at least 51% of the ADSs outstanding as of the
      applicable ADS Record Date (together with certified evidence of each Submitting
      Holder’s ownership of the applicable ADSs as of such applicable ADS Record
      Date), (v) the Proposal is accompanied by a joint and several irrevocable
      undertaking of all Submitting Holders (which undertaking may be contained in
      the
      First Proposal Certificate or the Second Proposal Certificate) that each such
      Submitting Holder shall pay all fees and expenses incurred in relation to the
      submission of the Proposal for voting at the annual ordinary meeting of the
      Company’s shareholders (including, but not limited to, the costs and expenses of
      the Submitting Holder(s), or his, her, its or their representative, to attend
      the annual ordinary meeting of the Company’s shareholders), (vi) the Shares
      registered in the name of the Depositary or its nominee as representative of
      the
      Holders and Beneficial Owners constitute one percent (1%) or more of the total
      issued and outstanding Shares of the Company as of the Shareholder Proposal
      Record Date, (vii) such Proposal contains only one (1) matter for consideration
      at the annual ordinary meeting of the Company’s shareholders, and (viii) the
      Submitting Holder(s), or his, her, its or their representative, attend(s) the
      annual ordinary meeting of the Company’s shareholders and take(s) part in the
      discussions of the Proposal in the Chinese language,
providedfurtherthat only one (1) individual may attend, and
      take part in the discussion of the Proposal at such annual ordinary meeting
      on
      behalf of a Submitting Holder(s).  Each Beneficial Owner hereby agrees
      and acknowledges that (i) if the Submitting Holder(s), or his, her, its or
      their
      representative, does not attend the annual ordinary meeting of the Company's
      shareholders, the chairman of such meeting may ask the attending shareholders
      to
      discuss, or not discuss, the Proposal, and (ii) in no event shall a Submitting
      Holder’s, or his, her, its or their representative's, presence at an annual
      ordinary meeting of the Company’s shareholders entitle such Submitting
      Holder(s), or his, her, its or their representative, to vote the Shares
      represented by such Submitting Holder’s ADSs (or any other ADSs) at such annual
      ordinary meeting of the Company’s shareholders.




Upon
      the
      timely receipt by the Depositary of any Proposal which the Depositary reasonably
      believes to be in full compliance with the immediately preceding paragraph,
      the
      Depositary shall submit a copy of such Proposal and of the other materials
      received from the Submitting Holder(s) to the Company prior to the expiration
      of
      the Submission Period.  Any Proposal so submitted as to which the
      Depositary has not received within five (5) Business Days after the applicable
      ADS Record Date any Second Proposal Certificate required under the immediately
      preceding paragraph shall be deemed irrevocably withdrawn at the expiration
      of






A-27






such
      five
      (5) Business Day period.  In the event the Depositary receives more
      than one (1) Proposal by a Submitting Holder, or a group of Submitting Holders,
      each of which appears to satisfy the requirements set forth in the immediately
      preceding paragraph, the Depositary is hereby authorized and instructed to
      disregard all Proposals received from such Submitting Holder(s), except for
      the
      first Proposal received by the Depositary from such Submitting Holder(s) and
      shall submit such Proposal to the Company for consideration at the annual
      ordinary meeting of the Company's shareholders in accordance with the terms
      of
      the Deposit Agreement.  The Depositary shall not have any obligation
      to verify the accuracy of the information contained in any document submitted
      to
      it by the Submitting Holder(s).  Neither the Depositary nor its
      nominee shall be obligated to attend and speak at the annual ordinary meeting
      of
      the Company’s shareholders on behalf of the Submitting Holder(s).




Notwithstanding
      anything contained in the Deposit Agreement or any ADR and except that the
      Depositary shall arrange, at the request of the Company and at the Company's
      expense, for the mailing to Holders of copies of materials that the Company
      has
      made available to the Depositary for such purpose, the Depositary shall not
      be
      obligated to provide to the Holders or Beneficial Owners of ADSs any notices
      relating to the proposal rights, including, without limitation, notice of the
      Submission Period, or the receipt of any Proposal(s) from Submitting Holders,
      or
      of the holdings of any ADSs by any persons, except that the Depositary shall,
      upon a Holder's request, inform such Holder of the total number of ADSs then
      issued and outstanding..




(26)        Right
      to Submit Nominations at Meeting of Shareholders.




(a)           No
      Right Absent Amendment to Articles of Incorporation.




No
      rights
      under this paragraph shall be effective absent an amendment to the Company’s
      Articles of Incorporation adopting a system whereby candidates may be nominated
      by holders of Shares to serve on the Company’s board of directors (a
“Candidate Nomination System”) and any rights so arising shall, at all
      times, be subject to the provisions of the Company’s Articles of Incorporation,
      as amended, and ROC Company Law, as amended.




(b)           Nominations
      by Shareholders.




The
      Company has informed the Depositary that under ROC Company Law, in the event
      that the Company amends its Articles of Incorporation to adopt a Candidate
      Nomination System, holders of one percent (1%) or more of the total issued
      and
      outstanding Shares of the Company as of the applicable record date for
      determining holders of Shares with the right to vote at a meeting of the
      Company’s shareholders (the “Candidate Nomination Record Date”), would be
      entitled to submit a roster of candidates (the “Nomination”) to be
      considered for nomination to the Company’s board of directors at a meeting of
      the Company’s shareholders involving the election of directors, provided
      that: (i) the number of director candidates contained in the Nomination
      shall not exceed the number of the directors to be elected at such meeting,
      (ii)
      the Nomination is submitted to the Company prior to the expiration of the period
      for submission of Nominations (the “Nomination Submission Period”)
      announced by the Company (which Nomination Submission Period, the number of
      the
      directors to be elected, the place for eligible shareholders to submit the
      Nomination and other applicable information the Company






A-28






undertakes
      to announce publicly in a report on Form 6-K submitted to the Commission prior
      to the commencement of the 60 days (for an ordinary meeting) or 30 days (for
      an
      extraordinary meeting) closed period prior to the subject meeting of the
      Company’s shareholders), (iii) the Nomination shall contain the name,
      educational background and past work experience of each director candidate
      identified in the Nomination, (iv) the Nomination shall include a letter of
      consent issued by each director candidate identified in the Nomination
      consenting to act as director if she/he/it is elected as such, (v) a written
      statement by each director candidate assuring that she/he/it is not in violation
      of any of the circumstances set forth in Article 30 of the ROC Company Law,
      as
      amended, (vi) if a director candidate is a corporate shareholder of the Company
      (which cannot be the Depositary or its nominee), or such corporate shareholder's
      representative, additional information and documents reflecting the basic
      registration information of such corporate shareholder and the document
      certifying the number of Shares in its possession have been included, and (vii)
      any further conditions under Article 192-1 of the ROC Company Law, as amended,
      and of the Company’s amended Articles of Incorporation are so
      satisfied.  In the event that the Company were to amend its Articles
      of Incorporation to adopt a Candidate Nomination System, as holder of the
      Deposited Securities, the Depositary or its nominee would be entitled, provided
      the conditions of the Company’s amended Articles of Incorporation are satisfied,
      to submit only one (1) Nomination for each meeting involving the election of
      directors in respect of all of the Shares held on deposit as of the Candidate
      Nomination Record Date.  The Company shall promptly notify the
      Depositary of an amendment of its Articles of Incorporation adopting a Candidate
      Nomination System.  Holders and Beneficial Owners of ADSs do not under
      ROC law have individual rights to submit Nominations to the Company for
      consideration at a meeting of the Company’s shareholders involving the election
      of directors but may be able to submit a Nomination to the Company for
      consideration at a meeting of the Company’s shareholders involving the election
      of directors if the Beneficial Owners (i) timely present their ADSs to the
      Depositary for cancellation pursuant to the terms of the Deposit Agreement
      and
      become holders of Shares in the ROC prior to the expiration of the Nomination
      Submission Period and prior to the Candidate Nomination Record Date, and (ii)
      otherwise satisfy the conditions of ROC law applicable to the submission of
      Nominations to the Company for consideration at a meeting of the Company’s
      shareholders involving the election of directors.  Beneficial Owners
      of ADSs may not receive sufficient advance notice of a meeting of the Company’s
      shareholders involving the election of directors to enable the timely withdrawal
      of Shares to make a Nomination to the Company and may not be able to re-deposit
      under the Deposit Agreement the Shares so withdrawn.  The Company has
      informed the Depositary that a Nomination shall only be voted upon at a meeting
      of the Company’s shareholders involving the election of directors if the
      Nomination is accepted by the board of directors of the Company as eligible
      in
      accordance with Article 192-1 of the ROC Company Law and the Company's Article
      of Incorporation for consideration at a meeting of the Company’s shareholders
      involving the election of directors.




(c)           Single
      Nomination by Depositary or its Nominee on Behalf of Beneficial
      Owners.




Holders
      and Beneficial Owners of ADSs do not have individual nomination
      rights.  In the event that the Company were to amend its Articles of
      Incorporation to adopt a Candidate Nomination System, the Depositary would,
      if
      so requested by (a) Beneficial Owner(s) as of the applicable ADS Record Date
      that own(s), individually or as a group, at least 51% of the






A-29






ADSs
      outstanding as of the applicable ADS Record Date (such Beneficial Owner(s),
      the
“Nominating Holder(s)”), submit to the Company for consideration at a
      meeting of the Company’s shareholders involving the election of directors one
      (1) Nomination, provided that:  (i) the number of director
      candidates contained in the Nomination shall not exceed the number of the
      directors to be elected at such meeting, (ii) the Nomination shall contain
      the
      name, educational background and past work experience of each director candidate
      identified in the Nomination, (iii) the Nomination shall include a letter of
      consent issued by each director candidate identified in the Nomination
      consenting to act as director if she/he/it is elected as such, (iv) a written
      statement by each director candidate assuring that she/he/it is not in violation
      of any of the circumstances set forth in Article 30 of the ROC Company Law,
      as
      amended, (v) if a director candidate is corporate shareholder of the Company
      (which cannot be the Depositary or its nominee), or such corporate shareholder's
      representative, additional information and documents reflecting the basic
      registration information of such corporate shareholder and the document
      certifying the number of Shares in its possession have been included, (vi)
      any
      further conditions under Article 192-1 of the ROC Company Law, as amended,
      and
      of the Company’s amended Articles of Incorporation are so satisfied, (vii) the
      Nomination is submitted to the Depositary by the Nominating Holder(s) at least
      two (2) Business Days prior to the expiration of the Nomination Submission
      Period, (viii) the Nomination is accompanied by a written certificate signed
      by
      each Nominating Holder, addressed to the Depositary and the Company and in
      a
      form satisfactory to the Depositary and the Company (the “First Nomination
      Certificate”), certifying, *inter alia*, (w) that each Nominating
      Holder has only endorsed the said Nomination, (x) that the Nominating
      Holder(s) own(s), individually or in the aggregate, at least 51% of the ADSs
      outstanding as of the date the Nomination is submitted by the Nominating
      Holder(s) to the Depositary (the “Nomination Submission Date”), (y) if
      the Nomination Submission Date is (i) on or after the applicable ADS Record
      Date, that the Nominating Holder(s) owned at least 51% of the ADSs outstanding
      as of the applicable ADS Record Date, and (ii) prior to the applicable ADS
      Record Date, that the Nominating Holder(s) will continue to own at least 51%
      of
      the ADSs outstanding as of the applicable ADS Record Date and will provide
      the
      Second Nomination Certificate, as defined below, and (z) the name(s) and
      address(es) of the Nominating Holder(s) and the number of ADSs owned by each
      Nominating Holder (together with certified evidence of each Nominating Holder’s
      ownership of the applicable ADSs as of the Nomination Submission Date, in the
      case of (y)(ii) above, and the applicable ADS Record Date, in the case of (y)(i)
      above), (ix) if the Nomination Submission Date is prior to the applicable ADS
      Record Date, the Nominating Holder(s) must also provide, within five (5)
      Business Days after the applicable ADS Record Date, a second written certificate
      signed by each Nominating Holder addressed to the Depositary and the Company
      and
      in a form satisfactory to the Depositary and the Company (the “Second
      Nomination Certificate”), certifying, *inter alia*, that the
      Nominating Holder(s) continued to own at least 51% of the ADSs outstanding
      as of
      the applicable ADS Record Date (together with certified evidence of each
      Nominating Holder’s ownership of the applicable ADSs as of such applicable ADS
      Record Date), (x) the Nomination is accompanied by a joint and several
      irrevocable undertaking of all Nominating Holders (which undertaking may be
      contained in the First Nomination Certificate or the Second Nomination
      Certificate) that each such Nominating Holder shall pay all fees and expenses
      incurred in relation to the submission of the Nomination at the meeting of
      the
      Company’s shareholders, and (xi) the Shares registered in the name of the
      Depositary or its nominee as representative of the Holders and Beneficial Owners
      constitute one percent (1%) or more of the total issued and outstanding Shares
      of the Company






A-30






as
      of the
      Candidate Nomination Record Date.****Each Beneficial Owner
      hereby agrees and acknowledges that in no event shall the Depositary or its
      nominee be nominated by the Nominating Holder(s) for election as a director
      at a
      meeting of the Company's shareholders.




Upon
      the
      timely receipt by the Depositary of any Nomination which the Depositary
      reasonably believes to be in full compliance with the immediately preceding
      paragraph, the Depositary shall submit a copy of such Nomination and of the
      other materials received from the Nominating Holder(s) to the Company prior
      to
      the expiration of the Nomination Submission Period.  Any Nomination so
      submitted as to which the Depositary has not received within five (5) Business
      Days after the applicable ADS Record Date any Second Nomination Certificate
      required under the immediately preceding paragraph shall be deemed irrevocably
      withdrawn at the expiration of such five (5) Business Day period.  In
      the event the Depositary receives more than one (1) Nomination by a Nominating
      Holder, or a group of Nominating Holders, each of which appears to satisfy
      the
      requirements set forth in the immediately preceding paragraph, the Depositary
      is
      hereby authorized and instructed to disregard all Nominations received from
      such
      Nominating Holder(s), except for the first Nomination received by the Depositary
      from such Nominating Holder(s) and shall submit such Nomination to the Company
      for consideration at a meeting of the Company's shareholders involving the
      election of directors in accordance with the terms of the Deposit
      Agreement.  The Depositary shall not have any obligation to verify the
      accuracy of the information contained in any document submitted to it by the
      Nominating Holder(s).  Neither the Depositary nor its nominee shall be
      obligated to attend and speak at the meeting of the Company’s shareholders
      involving the election of directors on behalf of the Nominating
      Holder(s).




Notwithstanding
      anything contained in the Deposit Agreement or any ADR, and except that the
      Depositary shall arrange, at the request of the Company and at the Company's
      expense, for the mailing to Holders of copies of materials that the Company
      has
      made available to the Depositary for such purpose, the Depositary shall not
      be
      obligated to provide to the Holders or Beneficial Owners of ADSs any notices
      relating to the nomination rights, including, without limitation, notice of
      the
      Nomination Submission Period, or the receipt of any Nomination(s) from
      Nominating Holders, or of the holdings of any ADSs by any persons, except that
      the Depositary shall, upon a Holder's request, inform such Holder of the total
      number of ADSs then issued and outstanding..”









A-31




**(ASSIGNMENT
      AND TRANSFER SIGNATURE LINES)**




FOR
      VALUE
      RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s)
      unto
      ______________________________ whose taxpayer identification number is
      _______________________ and whose address including postal zip code is
      ________________, the within Receipt and all rights thereunder, hereby
      irrevocably constituting and appointing ________________________
      attorney-in-fact to transfer said Receipt on the books of the Depositary with
      full power of substitution in the premises.




Dated:
            Name:________________________________


By:


Title:




NOTICE:
      The signature of the Holder to this assignment must correspond with the name
      as
      written upon the face of the within instrument in every particular, without
      alteration or enlargement or any change whatsoever.




If
      the
      endorsement be executed by an attorney, executor, administrator, trustee or
      guardian, the person executing the endorsement must give his/her full title
      in
      such capacity and proper evidence of authority to act in such capacity, if
      not
      on file with the Depositary, must be forwarded with this Receipt.




All
      endorsements or assignments of Receipts must be guaranteed by a member of a
      Medallion Signature Program approved by the Securities Transfer Association,
      Inc.




SIGNATURE
      GUARANTEED




A-32




**Legends**




**[The
      Receipts issued in respect of Partial Entitlement American Depositary Shares
      shall bear the following legend on the face of the Receipt:  “This
      Receipt evidences American Depositary Shares representing partial entitlement'
      [common shares][interests in the global Certificates of Payment][Entitlement
      Certificates] of AU Optronics Corp., and as such do not entitle the holders
      thereof to the same per-security entitlement as other [common shares][interests
      in the global Certificates of Payment][Entitlement Certificates] (which are
      'full entitlement' [common shares][interests in the global Certificates of
      Payment][Entitlement Certificates]) issued and outstanding at such
      time.  The American Depositary Shares represented by this Receipt
      shall entitle holders to distributions and entitlements identical to other
      American Depositary Shares when the [common shares][interests in the global
      Certificates of Payment][Entitlement Certificates] represented by such American
      Depositary Shares become 'full entitlement' [common shares][interests in the
      global Certificates of Payment][Entitlement
      Certificates]**”.]





A-33







**TABLE
      OF CONTENTS**




Page





ARTICLE
                I DEFINITIONS
            3SECTION
                1.01.
            Definitions
            3SECTION
                1.02.
            Effective
                Date
            34ARTICLE
                II AMENDMENTS TO DEPOSIT AGREEMENTSECTION
                2.01.
            Deposit
                Agreement
            4SECTION
                2.02.
            Principal
                Office
            4SECTION
                2.03.
            Submission
                of Proposals
            4SECTION
                2.04.
            Submission
                of Nominations
            8ARTICLE
                III AMENDMENTS TO THE RECEIPTS
            12SECTION
                3.01.
            Amendments
                to Receipts.
            12SECTION
                3.02.
            Addition
                to Receipts.
            13ARTICLE
                IV REPRESENTATIONS AND WARRANTIES
            20SECTION
                4.01.
            Representations
                and Warranties
            20ARTICLE
                V MISCELLANEOUSSECTION
                5.01.
            New
                Receipts
            21SECTION
                5.02.
            Notice
                of Amendment to Holders
            21SECTION
                5.03.
            Indemnification
            22








(i)