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4 Table of Contents

5 Fact Book

6 4 F A C T B O O K

7 F A C T B O O K

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10 Jan. Feb. Mar. Apr. May Jun. 8 F A C T B O O K

11 Jul. Aug. Sep. Oct. Nov. Dec. 0 F A C T B O O K

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13 Public issue Advice of recommending underwriter Apply for registration Approved by of GTSM Begin trading on emerging stock market Apply for listing Under discussion of review baord Underdiscussion by GTSM board of directors File with SFB Approved by SFB Underwriting of stocks Stocks deposited with TSCD Begin trading on GTSM general board F A C T B O O K

14 Advice of securities firms 2 Recommended in writing by at least two securities firms after public issue with leading and co-sponsoring underwriters named. Years of establishment Incorporated and registered under the Company Law for no less than two full fiscal years. (Technology enterprises and state-run enterprises are not subject to this limitation.) Capital Paid-in capital of NT$50 million or more. Profitability (Operating profit and pre-tax income as a percentage of paid-in capital) Pre-tax income as a percentage of paid-in capital exceeds 4% in the latest year according to the individual financial statements and the consolidated financial statements prepared in compliance with Financial Accounting Bulletin No. 7, and no accumulated loss in the final settlement of the latest fiscal year; or the ratio in each of the latest 2 years exceeds 3%; or the ratio exceeds 3% on average in the latest 2 years, and the profit in the latest year is better than that of the year before. (Technology businesses and state-run businesses are exempted from this requirement.). Exclusion clauses 12 F A C T B O O K

15 1. Having any condition provided in Article 156 Section 1 Subsections 1 to 3 of the Securities & Exchange Law. 2. Finance or business not independent and separate from other organizations. 3. Having event of major labor disputes or major environmental pollution that have not been resolved. 4. Having significant abnormal transaction and no improvement has been made as of the time of application. 5. The profitability requirement cannot be met when new shares issued or to be issued for capital increase in the fiscal year of application are included in calculation of paid-in capital in the latest financial statements. 6. Failing to prepare financial statements according to relevant laws and regulations and the generally accepted accounting principles, or failing to thoroughly establish and effectively implement internal control, internal auditing and accounting systems, where such failure is material. 7. The company, its directors, supervisors, president or actual person-in-charge serving at the time of application have acted in violation of the principle of good faith in the past three years. 8. The board of directors or the supervisors is unable to perform its duty independently. 9. Having been registered for trading as an emerging stock on the OTC market in the fiscal year of the application and the most recent fiscal year thereto, and there has been, from the registration date onward, any trading of company stock by any incumbent director, supervisor, or shareholder holding more than 10% of its total issued and outstanding shares other than on the emerging stock market; provided, this restriction shall not apply where such trading is for purposes of underwriting under Article 4 or for other legitimate reason. 10. Deemed unfit for listing by the GTSM due to business scope, nature or other special conditions of the applicant. F A C T B O O K

16 Dispersion of shareholding 1. More than 300 registered shareholders holding between 1,000 shares to 50,000 shares; and 2. The total number of shares held by aforementioned shareholders is more than 10% of the total issued and outstanding shares or more than 5,000,000 shares. Applicable supplemental provisions Supplemental Provisions for GTSM-Listing Application of Group Enterprises. Supplemental Provisions for GTSM-Listing Application of Construction Companies. Supplemental Provisions for GTSM-Listing Application of Information Software Companies. Supplemental Provisions for GTSM-Listing Application of Investment Holding Companies. Supplemental Provisions for GTSM-Listing Application of Financial Holding Companies. Supplemental Provisions for GTSM-Listing Application of Private Institutions Participating in Public Construction. Central custody of stocks 14 F A C T B O O K

17 F A C T B O O K

18 Registrar agent Having a professional registrar and transfer agent or a shareholders service department located in the same locality of GTSM and accepted by Taiwan Securities Central Depository to handle shareholder s affairs. Trading as emerging stock Dematerialized issue Having traded on emerging stock market for at least six months (state-run enterprises are not subject to this requirement). Issuing all of its stocks and bonds in dematerialized form starting July 1, An approval letter from the designated competent authority if the applicant is in the securities, futures, banking or insurance industry. Underwriting Public subscription: Regardless whether a company meets the shareholding dispersion requirement, the company shall place at least 10% shares of its paid-in capital with its recommending securities firms for underwriting, but if the number of shares calculated thereof is less than 1 million, at least 1 million shares shall be placed; if the number of shares calculated thereof exceeds 10 million shares, at least 10 million shares shall be placed. Application of technology enterprise A company that wishes to apply for recognition as a technology enterprise shall submit an application with the GTSM and also notify the Industrial Development Bureau, and the GTSM will issue the technology enterprise certificate to the company after consulting with the Industrial Development Bureau. 16 F A C T B O O K

19 An applicant for initial public offering on GTSM shall pay NT$500,000 examination fee at the time of application. A public company shall pay the GTSM-listing fee based on the size of its capital before listing in accordance with the GTSM fee standards, and shall do the same when issuing new shares to increase the capital; after being listed, the company shall pay the GTSM an annual listing fee in January each year. After the GTSM-listing, a listed company shall input basic data of the company into the Market Observation Post System according to GTSM rules, and shall make public announcement of major news as required in the Measures for Verification of Major News and Disclosure Procedure; additionally, the company shall publish and file its operating status of the previous month on the 10th day of each month, and publish and file its annual report, 1Q report, semi-annual report and 3Q report at the end of April, August and October each year respectively; the company shall also publish its financial forecast according to the Implementation Guidelines for Publishing Public Financial Forecast Information by Public Companies, to serve the purpose of full disclosure of financial and business information of the company. F A C T B O O K

20 A public company; Has signed a GTSM-listing or TSE-listing advisory agreement; Recommended in writing by two or more securities firms with leading and co-sponsoring underwriters appointed, and providing an examination report on the financial, business and information disclosure status of the applicant in the latest month, which concludes the absence of material irregularity; Stock affairs are handled by a professional transfer registrar agency or transfer registrar unit that is accepted by the Taiwan Securities Central Depository and located in the same locality of GTSM; Offering at least 1% of the total GTSM-registered stocks for subscription by recommending securities firms for subscription, which shall not be fewer than 100,000 shares; or offering at least 500,000 shares to recommending securities firms if 1% of the registered stocks exceed 500,000 shares; and Issuing all of its stocks and bonds in dematerialized form starting July 1, An approval letter from the designated competent authority if the applicant is in the securities, futures, banking, or insurance industry. 18 F A C T B O O K

21 The recommending securities firms shall not quit within 1 year, unless there are still 2 or more firms to provide advisory service after quitting. Each individual recommending securities firm shall subscribe at least 30,000 shares. New recommending securities firms may participate after one month of trading on GTSM. Submit relevant documentation. Disclosing financial and business information 5 business days before trading begins. Public underwriting prohibited before listing. Price quotation and trading generally begin on the 9th business day after submitting the application. Annual and semi-annual financial statements. Financial forecast is not mandatory, and the forecast already published shall be handled according to relevant rules. Monthly announcement of business operation. Disclosure of major information shall follow the provisions of Article 28 of the Guidelines for Examination of Emerging Stocks. F A C T B O O K

22 GTSM has implemented a market settlement fund system on December 1, As of December 31, 2005, the fund had a balance of NT$2,565 million. As of year-end 2005, a total of 1,132 securities firms, including 111 head offices and 1,021 branches have signed a trading agreement with GTSM. There were a total of 247 trading days in All payment and settlement operations were processed on time without any incidence of default by securities firms. 20 F A C T B O O K

23 Margin trading of GTSM-listed stocks was put into effect on January 1, As of yearend 2005, there were 317 GTSM-listed stocks allowed for margin purchase and short selling, accounting for 63.02% of all GTSM-listed stocks. The GTSM margin trading account is the same as TSE margin trading account, which means an investor only needs to fill out one application to engage in margin trading on both exchanges. Investor who has already had a TSE margin account needs only be confirmed to have opened a regular GTSM trading account before undertaking margin trades of GTSM-listed stocks. Starting from July 10, 2001, the tier system for margin trade financing has been abolished, and the line for margin purchase and short selling by each investor has been raised: (1) the maximum line for purchase financing per customer is NT$30 million; (2) the maximum line for stock loan per customer is NT$20 million; (3) the securities firm or finance company determines the line for each customer in light of its own risk assumption ability and the customer's credit status. The above line is jointly used for GTSM-listed stocks and TSE-listed securities. The financing for each GTSM-listed stock is capped at NT$10 million, and the stock loan is capped at NT$7.50 million (the maximum financing ratio for margin purchase is 50% and the minimum margin requirement for a short sale is 90% of sale proceeds). Settlement offset between margin purchase and short selling was put into effect on November 14, The amount of margin trading as a percentage of total market turnover in 2005 rose from 26.15% in January to 31.97% in December with an average of 28.05% for the year. As for variation of financing amount outstanding, the financing amount outstanding grew from NT$28.7 billion at the end of January 2005 to NT$32.3 billion at the end of July. It was NT$41.6 billion at the end of December. Since the margin purchase and short selling settlement offset system was in place on November 11, 2005, the transaction amount of offset margin purchases and short selling accounted for 8.96% of total market turnover for the year. F A C T B O O K

24 The GTSM is staffed with a market surveillance unit in charge of planning and execution of the surveillance system. The surveillance operation mainly covers: on-line surveillance, off-line surveillance, examining illegal trading activities, and insider equity management. The GTSM s surveillance operations in 2005 are summarized as follows: among 922 announcements of trade watch, there were totally 42 events that triggered disposition, 70 events that triggered on-line notification, 78 surveillance reports completed, 500 companies on general board and 370 companies on emerging stock market in the second half of 2004 and 497 companies on general board and 336 companies on emerging stock market in the first half of 2004 were set for disgorge audit. The "GTSM volume weighted price index" that was published by the GTSM on November 1, 1995 is an index compiled by the total market value of stocks, with 100 points as the base. As more and more stocks were listed on GTSM, the GTSM subsequently published a series of various sector stock indexes, currently including 11 sector stock price indexes: electronics, securities, banking, steel, textile, machinery, electric cables, chemical, construction, shipping and tourism. 22 F A C T B O O K

25 Service fees paid by the securities firms are computed once a month by the following manners: 1. For brokers and dealers buying or selling GTSM-listed stocks, % of the monthly trading amount. 2. For brokers and dealers buying/selling GTSM-registered emerging stocks, % of the monthly trading amount. 3. Service fees a securities firm may charge its customers for buy/sell orders placed over-the-counter were replaced on July 1, 2000 by a cap system. Under the cap system, securities firms may charge up to % of the trading amount for each transaction of GTSM-listed stock, and up to 0.5% of the trading amount for each transaction of emerging stock. F A C T B O O K

26 Currently the GTSM is in charge of the over-the-counter trades of bonds and responsible for the drafting of listing, trading and settlement rules and systems for bonds and derivatives, maintenance of market order, and administration of securities firms. In our bond market, some convertible bonds are traded on the centralized market, but the great majority of bond trades are customarily carried out through negotiation at the business premises of securities firms (i.e. over-the-counter). Thus the GTSM, under the commission and supervision of the competent authority, shoulders the missions of developing and administering the bond market. The GTSM launched over-the-counter trading of stripped corporate bonds and bank debentures in early 2005 to address the problem of structured notes held by investment trust companies, and introduced the stripped government bond system to attract more retail investors into the bond market. Until the end of 2005, a total of 7,625 bonds with the amount outstanding of NT$5,000.6 billion were listed on the GTSM, registering continual growth in the number of issue and amount outstanding. The above statistics include 88 issues of government bonds in the sum of NT$3,140.9 billion; 1,043 issues of bank debentures in the sum of NT$494.7 billion; 58 issues of beneficiary certificates in the sum of NT$90 billion; 2,663 issues of corporate bonds in the sum of NT$897 billion; 315 issues of convertible bonds in the sum of NT$150.4 billion; 1 issue of corporate bond with warrant in the sum of NT$155 million; 156 issues of foreign bank debentures in the sum of NT$89.1 billion; and 3,301 issues of stripped bonds in the sum of NT$138.3 billion. 24 F A C T B O O K

27 To bolster the long-short mechanism in the bond market, GTSM completed the RP/RS trading system in March 2005, and based on which, established the automatic lending mechanism (RP trading) for excess long positions held by securities firms and financial institutions. In the efforts to create an international version of the bond market, the GTSM has promulgated regulations governing the issue and trading of foreign currency denominated bonds. Also to provide a reference for the reasonable pricing of bonds that carry credit risk, the GTSM began to publish daily the reference yields of corporate bonds of different maturities under different credit ratings on GTSM website in November 2005 and holds regular review meetings to make sure reference prices are provided in a more reasonable and efficient manner. The turnover in the bond market in 2005 broke the NT$300 trillion mark, reaching NT$344,853.5 billion (convertible bonds and corporate bonds with warrant excluded), of which, NT$247,186.6 billion involved outright trades, accounting for 71.68% of total turnover and representing an increase of 77.1% from 2004 in volume (the outright trade market totaled NT$139,574.3 billion in 2004, accounting for 62.86% of total turnover for the year). Practically all outright trades of government bonds in 2005 went through the GTSM electronic bond trading system (EBTS) that broke the NT$200 trillion mark, recording NT$ billion in trading, amounting to 94% of outright trades. The turnover of RP/RS trades totaled NT$ billion, showing a steady growth of 8% from NT$82,479.6 billion in 2004 (accounting for 37.14% of the yearly turnover). F A C T B O O K

28 Trading Method and Business Pattern Trading method - over-the-counter negotiation: Outright trade and RP/RS trade. - EBTS (foreign currency bond trading system included): outright trade and RP/RS trade. - Fixed-income trading system: outright trade. - Automated trade matching system: outright trade. Business pattern - Over-the-counter negotiation: dealing - EBTS (foreign currency bond trading system included): dealing - Fixed-income trading system, automated trade matching system: dealing and brokerage. Trading Hours Over-the-counter negotiation- Monday ~ Friday 9:00am ~3:00pm (outright trade and RP/RS trade) EBTS- Monday ~ Friday: outright trade: 9:00am ~3:00pm RP/RS trade: 9:00am-1:30pm, 2:00-3:00pm Automated trade matching system and fixed-income trading system -Monday ~ Friday: 9:00am-1:30pm (outright trade) 26 F A C T B O O K

29 Quotation and Trading Units Over-the-counter negotiation - Quoted by yield or by price in NT$100. Tick size: 0.01 b.p. (0.0001% yield) or $ Minimum trading unit: NT$10,000. Foreign-currency bonds Japanese yen denominated bonds - 10 million. Euro or USD denominated bonds - $100,000. EBTS - Quoted by yield or by interest rate. Tick size: 0.01 b.p. (0.0001% yield) or $ Minimum trading unit: - Electronic negotiation system: NT$50 million. - Matching system: NT$100, Foreign-currency bond trading system - Japanese yen denominated bonds - 10 million. - Euro or USD denominated bonds - $100,000. F A C T B O O K

30 Fixed-income trading system - Quoted by price in NT$100. Tick size: $0.01. Minimum trading unit: NT$100,000. Automated trade matching system - quoted by price in NT$100. Tick size: < $150, $0.05; $150 - $1,000, $1; >1,000, $5. Minimum trading unit: NT$100,000. Transaction Price and Interest Calculation The transaction price is calculated based on the ex-interest price. The accrued interest is included in the transaction price to be paid to the seller and calculated based on the number of days held (the first day of holding is counted, but not the last day of holding) over 365 days a year. If the payment day is postponed due to natural disaster or other force majeure event, the days postponed thereof shall accrue interest. Daily price movement Automated trade matching system and over-the-counter negotiation of convertible bond or corporate bond with warrant: 7% Other systems: None. Securities firms disclose relevant trading price information at their business premises every day. GTSM publishes transaction information daily on its website. 28 F A C T B O O K

31 Investment by Foreigners The investment scopes and monetary limits set for QFII, onshore and offshore overseas Chinese and foreigners are different, so is the approval application process. QFII, offshore overseas Chinese and foreigners are required to produce or file relevant statements periodically through a domestic custodian. Taxation Capital gain tax from securities trading: exempted. Sales tax: exempted. Interest income tax: taxable Individual: on the cash basis, where the income tax is calculated and paid according to interest actually received. Institution: on the accrual basis, where the profit-seeking enterprise income tax is calculated and paid according to the time bonds are actually held; taxes for bonds issued by foreign financial institutions in Taiwan are exempted. Securities transaction tax: Government bond, foreign bank debenture: exempted. Corporate bond, bank debenture, convertible bond: exempted. Brokerage fees Proprietary trade: No fees. Comparable to the trading of stocks, brokers may charge up to % of the trading amount for each bond transaction. F A C T B O O K

32 January, November Stripped bond system To help investment trust companies deal with the problem of structured notes, GTSM launched the stripped corporate bond and bank debenture system. In 2005, 401 issues with nominal value of NT$127.8 billion of corporate bonds and bank debentures were stripped. GTSM also promulgated the stripped government bond system in November to attract more retail investors in the government bond market. As of year-end 2005, the amount of stripped government bond outstanding totaled NT$610.5 million. July - September Asset-backed securities To invigorate our asset-backed securities market, GTSM and TSE co-convened a meeting inviting the industry people to discuss the amendment of listing criteria and related regulations. The amendment aimed to render the dispersion requirement and review procedure consistent on both exchanges and to exempt the independent professional investors from the dispersion requirement. GTSM also set forth the filing requirements for assetbacked securities issuers to allow investors ready access to such information on Market Observation Post System. 30 F A C T B O O K

33 Foreign- currency bonds In the efforts to create a foreign-currency bond trading market and attract domestic and foreign issuers to list foreign-currency bonds on our bond market, GTSM promulgated the Foreign- Currency Bond Management Rules on October 7, 2005 and held a series of promotional presentations to introduce the listing process for foreign-currency bonds and support measures. GTSM also sent brochures introducing the foreign-currency bond system to companies with stocks listed or registered on GTSM on October 12, and held a presentation targeting bank issuers on November 24. F A C T B O O K

34 September, October Fixed-income trading system To encourage more securities firms to participate in the fixedincome trading system and raise the knowledge level of investors about this system, GTSM held ten promotional presentations and three money management seminars between September and December. GTSM has included the required deposit from brokers that offer this business into the common settlement fund, which will be comparable to the deposit requirement for stock brokerage business. GTSM has also amended the out-trade reporting procedure and other operating procedures to keep them in consistence with the operating procedures for stock brokerage business. To integrate the fixed-income trading market, GTSM produced a report on the Feasibility of Constructing a Bill Trading Platform in October, and to boost the trading volume of fixed-income trading system that offers the broker function, GTSM proposed the Allowing More Bond Market Participants to Trade through the Fixed-Income Security Trading System in December for the reference of the competent authority. 32 F A C T B O O K

35 October Foreign-currency bond trading system The electronic negotiation system for foreign-currency bonds went online in October. GTSM has also made the Foreign-currency Bond Issuer Reporting System available on the Market Observation Post System to facilitate investor inquiry of specific foreign-currency bond and its issuer. October Stripped government bond system In the move to allow more retail investors into the bond market, GTSM has completed the planning of stripped bond system in May 2005, held mock trading activities in October, and promulgated relevant regulations on November 7. November Corporate bond reference yield curve In a move to establish a reference for the reasonable pricing of bonds with credit risk, GTSM began to publish daily the reference yields of corporate bonds of different maturities under different credit ratings on GTSM website in November 2005 and holds regular review meetings to make sure reference prices are provided in a more reasonable and efficient manner. F A C T B O O K

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