Search Result

Title: Mandate Contract Template
Date: 2008.02.21 ( Amended )

Article Content

 
1     (Template IV)
    Mandate Contract Template

    Party A: (Name/Title)___________________
    Party B : ________________Bank, (Business License Number: _____________), a financial institution that has been approved by the Financial Supervisory Commission of the Executive Yuan (the “FSC”) to carry out custodian business, and has a credit rating at or above a prescribed level issued by a FSC-recognized credit rating agency.
    WHEREAS, in order to mandate the Securities Investment _____Co., Ltd., which has entered into a Discretionary Investment Services Contract with Party A (the “Investment Agent”), with full authority in accordance with the Securities Investment Trust and Consulting Act (the “SITC Act”) to conduct investment in securities and securities-related products transaction, Party A agrees to mandate Party B in accordance with the SITC Act to act as the custodian institution for discretionary investment assets in accordance with this Contract (as defined below) and relevant laws and regulations and to handle the account-opening for securities investment or securities-related products transaction, custody and settlement of funds and certificates, payment and collection of margins and premiums, clearance and settlement, account management and other matters on behalf of Party A. Both parties agree to stipulate the content of this Contract in accordance with aforementioned SITC Act and relevant laws and regulations and have carefully reviewed the content hereof. THEREFORE, both parties to this Contract hereby agree to enter into and follow this Contract (this “Contract”) as follows:

Article 1 (The Discretionary Investment Assets)
    The content of Party A’s discretionary investment assets, including the type, volume, amount or price, has been confirmed by both parties and attached herein as Appendix 1. The aggregate value or amount is NT$______.
    The value of the discretionary investment assets shall be calculated in accordance with the Standards for Calculation of Discretionary Investment Assets Value provided by the Securities Investment Trust and Consulting Association?(the “SITCA”).
    Party A shall consign all the discretionary investment assets to Party B for custody in one time upon the execution of this Contract; the same applies when the discretionary investment assets are increased (except that the investment assets are assets in investment link insurance special account or assets in annuity insurance special account). The discretionary investment assets, and any proceeds and profits resulting from investment and utilization of such assets during the term of this Contract shall belong to discretionary investment assets, and shall be placed under Party B’s custody in accordance with this Contract.
    Unless otherwise provided in this Contract, Party A may not retrieve the discretionary investment assets at will at any time during the term of this Contract.

Article 2 (Investment, Trading and Utilization of Discretionary Investment Assets)
    Unless otherwise provided in laws and regulations, the investment or trading objectives, the basic investment or trading guidelines, the scope of investment or trading, the scope of use of the idle funds, trading method, the authorization and limitation of the investment or trading decisions, the authorization and limitation of instruction right of assets application, and other limitation applies to the discretionary investment assets shall all follow the Discretionary Investment Services Contract, which is attached hereto as the Appendix 2. The same applies when the Discretionary Investment Services Contract is amended.
    Each transaction made under Discretionary Investment Services Contract shall be conducted by the Investment Agent, as the trading agent for Party A, and said Investment Agent shall handle such transaction directly with the engaged securities brokers, futures commission merchants or other trading counterparties (the “Trading counterparties”).

Article 3 (Custody of Discretionary Investment Assets)
    The discretionary investment assets shall be kept separately and independently from Party B’s assets.
    For custody of discretionary investment assets, Party B shall establish a custodial investment account in accordance with relevant laws and regulations, specifying the name of Party A and the Investment Agent, the name of the account and the identification code. However, for investment in foreign securities, Party B shall handle it in accordance with local laws and regulations or market practice. Party B shall separate the assets in accordance with relevant laws and regulations and establish separate accounts therefor.
    Unless otherwise provided in laws and regulations, with respect to the securities under Party B’s custody, Party B shall consign them to the centralized securities depository enterprises for custody. If the scope of investment covers foreign securities, Party A agrees Party B may appoint a foreign financial institution as the foreign fiduciary custodian institution of the custodial investment account. Offshore assets of this account may be handled in accordance with laws and regulations of the place where such assets is located or the agreement between the custodian institution for discretionary investment assets and the foreign fiduciary custodian institution. Unless otherwise agreed by Party A and Party B, Party B shall be responsible for the intentional or negligent acts of the foreign fiduciary custodian institution to the same extent as he is responsible for his own intentional or negligent acts. If the above intentional or negligent acts cause damage to the discretionary investment assets, Party B shall be responsible for compensation for damage caused.

Article 4 (The Account-opening of the Investment Trading Account and Futures Trading Account)
    The Trading Counterparties with which the investment trading account or futures trading account is opened for utilization of discretionary investment assets shall be designated by Party A or the Investment Agent in accordance with the Discretionary Investment Services Contract; more than one Trading Counterparties may be designated, and such opening shall be made by Party B and the Investment Agent together.
    The centralized settlement of securities shall be processed in the name of the investment trading account of Party A via the centralized securities depository account and deposit account opened by Party B. The payment and collection of margins and premiums and clearance and settlement for securities-related products transactions shall be processed in the name of futures trading account of Party A through the custodial investment account opened by Party B.
    The opening of the investment trading account, futures trading account and the execution of the account opening and brokerage agreement shall be made in the name of Party A; Party A authorizes Party B to handle the aforementioned matters and to deliver and accept each expression of intent and notifications on behalf of Party A. For investment in foreign securities, Party B shall assist Investment Agent to enter into an account opening and brokerage agreement with relevant Trading Counterparties in accordance with laws and regulations or market practice of the place of investment and the Discretionary Investment Services Contract. The same applies when an amendment, revocation, rescission or termination of the agreements described under this paragraph is made.
    The content of the agreements mentioned in the preceding paragraph shall be negotiated by Party B, the Trading Counterparties and the Investment Agent in accordance with relevant laws and regulations; the same applies to an amendment or termination by agreement of such agreements.
    If Party A agrees with the Investment Agent that the Investment Agent may use discretionary investment assets to conduct securities margin transactions, both parties agree to handle account opening, settlement and relevant matters in accordance with relevant laws and rules and regulations of Taiwan Stock Exchange Corporation.
    Party B shall deliver the copy of the agreements to Party A after Party B completes the procedure of account-opening. The same rule shall apply when an amendment to the agreements is made.

Article 5 (Change of Trading Counterparties)
    Party A may give a one-month written notice to Party B and the Investment Agent of the change to the Trading Counterparties; Party B shall carry out the related matter together with the Investment Agent in accordance with the provisions of the preceding Article.
    When the Trading Counterparty is unable to continue the business due to the revocation, rescission or termination of the Account Opening and Brokerage Agreement, the suspension or cessation of business, dissolution, revocation or abolishment of license etc., Party B shall immediately notify Party A and the Investment Agent upon his acknowledgement of such, unless the Investment Agent is already aware. When Party A and the Investment Agent designate other Trading Counterparties in accordance with the Discretionary Investment Services Contract, the preceding Article shall apply.

Article 6 (Trading Settlement and Clearance)
    With respect to each trading that is carried out by the Investment Agent according to Article 2, within the scope of the types, volume, amount or other restriction of the investment or trading set forth in Appendix 2, Party B shall handle the settlement of funds and certificates, payment and receipt of margins and premiums and clearing and settlement of trading thereof in accordance with this Article on behalf of Party A. The Investment Agent shall confirm the content of the deal with the Trading Counterparties on the transaction day, based on which issue a settlement instruction letter to notify Party B to carry out the settlement and clearance; When engaging in securities-related products transactions, the Investment Agent shall, prior to the deposit or withdrawal of margins or premiums, produce an instruction letter with regard to the collection and payment thereof and deliver it to Party B to conduct the collection and payment of margins and premiums and clearance and settlement. On the day of the completion of transaction of each discretionary investment account, Party B shall check over the information of each transaction confirmed by the futures commission merchant and futures trading list submitted by the Investment Agent. The settlement instruction letter shall clearly state the Trading Counterparties, the trading subjects, transaction day, the settlement time, method and terms, the amount and quantity of funds and certificate to settle, and other matters related to the trading for Party B to confirm the settlement voucher issued by the Trading Counterparties. The instruction letter for collection and payment of amount shall clearly state, according to the nature of collection and payment, futures trading account number and account name, client’s margins account number, the Trading Counterparties, date of collection and payment and amount payable or receivable etc.; futures trading specification shall clearly state the Trading Counterparties, types, the trading subject, the volume, the date of settlement and amount. After confirmation by Party B that it is without error, Party B shall carry out the settlement immediately and accordingly within the scope of utilizable funds and certificates of the discretionary investment assets. The abovementioned settlement voucher issued by the Trading Counterparties shall be received and kept by Party B on behalf of Party A.
    Where the discretionary investment assets of Party A are consigned to different Investment Agents and separate investment trading accounts or futures trading accounts are opened accordingly, such funds and certificates, cash or open positions shall not be transferred among different accounts when handling trading settlement, collection and payment of margins and premiums or clearance and settlement unless otherwise provided by the Discretionary Investment Services Contract.

Article 7 (Handling of Ultra Vires Transaction)
    When Party B considers that the content indicated in the settlement instruction letter referred to in the preceding Article exceeds the laws and regulations or the limitation on the scope of settlement provided in Appendix 2 (the “Ultra Vires Transaction”) or is subject to a dispute, Party B shall notify Party A immediately and handle it in accordance with the written instruction of Party A. If Party B is unable to timely notify Party A or to receive the written instruction of Party A in time, and such dispute cannot be solved through a timely negotiation, Party B shall issue Ultra Vires Transaction notices for the ultra vires portion, stating clearly the facts, reason and the details of the Ultra Vires Transaction, to Party A, the Investment Agent and the Trading Counterparties, respectively, before 11:00 AM of the next business day of the transaction day, and notify SITCA as well.
    When Party B considers that the content indicated in the futures trading list referred to in the preceding Article exceeds the laws and regulations or the limitation on the scope of settlement provided in Appendix 2 (the “Ultra Vires Transaction”) or is subject to a dispute, Party B shall notify Party A immediately and handle it in accordance with the written instruction of Party A. If Party B is unable to timely notify Party A or to receive the written instruction of Party A in time, and such dispute cannot be solved through a timely negotiation, Party B shall immediately issue Ultra Vires Transaction notices for the ultra vires portion, stating clearly the facts, reason and the details of the Ultra Vires Transaction, to Party A, the Investment Agent and the Trading Counterparties, respectively, and notify SITCA as well.
    With respect to the required funds and certificates for settlement of the Ultra Vires Transaction, the Investment Agent shall be responsible to allot such funds and certificates into the custodial investment account before the settlement day for the portion that is considered by Party B as the Ultra Vires Transaction in accordance with the Discretionary Investment Services Contract and the Regulations Governing the Conduct of Discretionary Investment Business by Securities Investment Trust Enterprises and Securities Investment Consulting Enterprises of Securities Investment Trust and Consulting Association of the R.O.C. (the “Operation Rules”), for Party B to conduct the settlement. For securities-related products transaction, the Investment Agent shall remit account payable for the transaction considered by Party B as the Ultra Vires Transaction to the custodial account, for Party B to handle follow-up payment of margins or clearance and settlement.
    For funds and certificates purchased or sold or securities-related products trading in the Ultra Vires Transaction, the Investment Agent shall proceed with opposite sale or purchase to offset the same and settle profit and loss in accordance with Article 60 of the Operation Rules; the Investment Agent shall be liable for any loss and related trading taxes and fees arising therefrom and all benefits derived therefrom shall belong to Party A, which will be deducted from the offsetting proceeds; if there is any surplus after deduction, Party B shall return such surplus to the Investment Agent after the Investment Agent completes settlement and offset procedure; if there the proceeds are insufficient for the deduction, the Investment Agent shall be responsible for making up the deficiency by allotting the same into the custodial investment account. If the Investment Agent fails to promptly pay for the taxes, expenses and the loss incurred after the offset, Party B shall claim against the Investment Agent for compensation on behalf of Party A.
    In the event either Party A, Party B or the Investment Agent has disputes on the Ultra Vires Transaction, relevant parties shall still act in accordance with the contents of the Ultra Vires Transaction notices. If it is confirmed or determined by a final arbitration award or judgment that the Ultra Vires Transaction is resulted from the mistake of Party B, the Investment Agent or Party A or other events that could be obviously attributable to Party B, the Investment Agent or Party A, Party B, the Investment Agent or Party A shall return the profits obtained therefrom plus interest to the person who suffers damage, and shall be responsible for compensation for damage, if any.
    The relevant contracts entered into between Party B (on behalf of Party A) and the securities firm or other Trading Counterparties shall state clearly that the Investment Agent shall be responsible for settlement, performance of obligations, follow-up payment of margins, clearance and settlement and duties for breach of the contract arising from the Ultra Vires Transaction provided in this Article and Party A shall have no responsibility thereto.

Article 8 (The Collection and Establishment of Data)
    To carry out the settlement and clearance of the discretionary investment account and collection and payment of margins and premiums, Party B shall establish and collect the following data after the Investment Agent notifies it of the names of securities firms, futures commission merchant or other Trading Counterparties:
  1. The bank account number or customer margins special account number, account name, number of trading account, and the identification of clearance and settlement personnel etc. of the Trading Counterparties.
  2. The sample of trading subjects, including the government bonds, financial bonds, corporate bonds and other securities.
  3. The signature card with the signature and seal sample of the authorized personnel of the bond deposit book issuer, the short-term financial bill certification institution and the bank issuing certificate of deposit.
  4. The signature and seal sample of the authorized personnel of the Investment Agent or/and the password.
    The establishment and gathering of the data under subparagraphs 2 and 3 of the preceding Paragraph may be flexibly adjusted according to the practice, provided that such adjustment shall not hinder settlement procedure and safety, and reasons for such adjustment shall be amplified and kept for recordation
    The identification of clearance and settlement personnel referred to in paragraph 1, subparagraph 1, and information referred to in paragraph 1, subparagraphs 2 and 3 shall not apply to settlement of book-entry securities.

Article 9 (Account Management)
    Party B shall handle account management for trading and assets variation of Party A’s discretionary investment assets every day in accordance with rules of FSC, SITCA, and other relevant laws and regulations; based on needs of account management and enhancement of internal control, Party B shall also cooperate with the Investment Agent to compile or provide various kinds of books and tables.
    Party B shall, on the last business day of every month, compile a detailed list of securities in stock in connection with Party A’s custodial account (including a list of the realization of stock dividends) and a list of the balance of the bank deposit as of the day, and deliver such lists to the Investment Agent within five business days of the next month. Besides, when Party A or the Investment Agent inquires or requests to check the trading record or the current status of discretionary investment assets, Party B shall proceed with it accordingly.

Article 10 (Ownership of Proceeds and Benefits derived from the Discretionary Investment Assets)
    During the term of this Contract, any proceeds, share interest, dividends and bonus shares or other benefits from the discretionary investment assets shall all be collected by Party B by means of the book-entry or remittance by the issuer or the centralized securities depository enterprises in accordance with the Operating Rules, with a written notification to the Investment Agent.
    The proceeds, share interest, dividends and bonus shares or other benefits from the discretionary investment assets shall not be distributed during the term of this Contract.
    Party B shall handle tax matters arising from the profits of the preceding Paragraph in accordance with relevant laws and regulations.
    Party A agrees to the deduction of the expenses associated with the remittance of cash dividends from the cash dividends. Party A also agrees to the deduction of the expenses associated with distribution of dividends and share interest or exercise of rights from custodial investment account.

Article 11 (Exercise of Equity Rights)
    The right to attend the shareholders’ meeting and the right to vote derived from the shares of the issuing company held by the custodial investment account shall be exercised by Party A. Party A authorizes the Investment Agent to determine the exercise of the right to attend shareholders’ meeting and to vote of the shares issued by foreign companies, and such right may be exercised by the custodian institution after obtaining the consent of the Investment Agent or be exercised by the foreign fiduciary custodian institution instructed by the custodian institution.
    If Party B receives documents relevant to the exercise of equity rights, such documents shall be delivered to Party A within [●] business days after receipt. When the scope of investment covers foreign securities, it shall be handled in accordance with laws and regulations of the place where the assets are located or the agreement between Party B and the foreign fiduciary custodian institution.

Article 12 (Care of a Prudent Person)
    Party B shall perform this Contract in accordance with the provisions of this Contract and relevant rules and regulations with the care of a prudent person. The same rule applies during the period after the termination of this Contract and before Party B’s return or settlement and transfer of the discretionary investment assets.
    Party B shall promptly notify Party A and SITCA upon his discovery of Investment Agent’s breaches of the Discretionary Investment Services Contract.
    When the discretionary investment assets consigned by Party A is attached, preliminary attached or subject to a compulsory enforcement by a court order, Party B shall notify Party A and the Investment Agent immediately when Party B learns it; unless circumstances attributable to the Investment Agent exist, , Party A shall perform the obligation of settlement by itself.
    Except for a breach of the obligations set forth in the preceding three Paragraphs, Party B has no responsibility for the profits or losses of the discretionary investment assets.

Article 13 (Reporting Obligation)
    Unless otherwise provided by laws and regulations or this Contract, Party B shall deliver to Party A a transaction list of securities and securities-related products and a table of assets in stock of the discretionary investment assets for the previous month, within five business days after the end of every month by means set forth in Article 20.

Article 14 (Duty of Confidentiality)
    Party B and its responsible persons or employees shall have the duty to keep the information of Party A confidential; unless otherwise provided by this Contract or relevant laws and regulations, they shall not disclose such information to any person.

Article 15 (Remuneration for Mandate)
    The calculation method of remuneration to Party B and the method and time of payment are detailed in Appendix 3.

Article 16 (Disbursements and Expenses related to the Mandate)
    The following disbursements and expenses shall be borne by Party A, and be paid from the discretionary investment assets by Party B:
  1. Remunerations to the Investment Agent for mandate, which is made in accordance with the terms of the Discretionary Investment Services Contract and the written instruction of the Investment Agent and examined and confirmed by Party B.
  2. Remuneration to Party B for mandate.
  3. The service charge, securities transaction tax and other direct costs or necessary expenses incurred associated with the acquisition or disposal of the discretionary investment assets.
  4. The taxes payable in connection with the discretionary investment assets.
  5. The debt incurred by Party B for the discretionary investment assets or handling the mandated affairs.
  6. Other necessary expenses for performance of this Contract.
    If Party B has any doubt about the amount set forth in the preceding Paragraph, it shall notify Party A and handle it in accordance with Party A’s instruction.

Article 17 (Lien)
    When the discretionary investment assets are insufficient to pay off the remuneration, expenses, tax or debt prescribed in the preceding Article, Party B may request Party A to compensate for or pay off the debt or provide appropriate guarantee, and may refuse to return the discretionary investment assets to Party A or to settle and transfer the same to other account before its rights are satisfied.

Article 18 (Effective Date and Term of this Contract)
    This Contract shall take effect as of the date when Party A consigns the discretionary investment assets detailed in the Appendix 1 to Party B. Provided, however, Party B may not conduct settlement in accordance with in Article 5 hereof until both the Discretionary Investment Services Contract and the Tripartite Agreement of Discretionary Investment are validly established and can be truly performed.
    The term of this Contract shall be ____ years from____ to ___. If Party B advises Party A in writing that it intends to renew this Contract a month prior to the expiration hereof, and Party A does not express any objection, this Contract shall be deemed as continuously effective for another one year with the same terms. The same applies to subsequent expiration hereof.

Article 19 (Currency)
    All account books, income, expenses, the total value of the discretionary investment assets and relevant statements and report shall be calculated or compiled in NT dollars, and the decimal under NT$1 shall be rounded off.

Article 20 (Notification)
    All expression of intent or notification by one party hereto to the other party in accordance with this Contract and relevant laws and regulations shall be made in writing and delivered to the addresses of parties set forth in this Contract. A written notice is required to be given to the other party in case of change of addresses.

Article 21 (Prohibition of Re-commission and Assignment)
    Unless otherwise provided by laws and regulations or this Contract, Party B may not, in entire or in part, re-commission this Contract to any third party to perform, or assign its right hereof to any third party.

Article 22 (Amendments to this Contract)
    Unless otherwise provided by laws and regulations or this Contract, the content of this Contract and the appendices hereof may be amended upon written consents of both parties. Provided, however, if the amendment involves matters requiring the assistance and cooperation of the Investment Agent or shall be handled by the same, Party A, Party B and the Investment Agent shall negotiate the proposed amendment jointly in advance, and issue a statement confirming that the amendment is not in conflict with this Contract and the Discretionary Investment Services Contract and undertaking to cooperate in the subsequent process. Afterwards, the amendment may be handled accordingly. The above provisions shall also be set forth clearly in the Tripartite Agreement of Discretionary Investment.

Article 23 (Termination)
    Either party hereto may terminate this Contract at any time provided that a written notification shall be delivered to the other party and the Investment Agent one month prior to the termination.
    If one party breaches the provisions of this Contract, the other party may request the party in breach to rectify the default within 10 days from the request date. If the party in breach fails to rectify the default or to improve the situation within the prescribed period, the other party may terminate this Contract prior to the expiration hereof, and claim compensation for damage incurred against the party in breach.
    This Contract will be terminated automatically in the event Party B is unable to continue the custody of the discretionary investment assets due to the cessation of business or dissolution or the revocation or abolishment of license. Party B shall promptly inform Party A, the Investment Agent and the Trading Counterparty of such fact.
    In the event Party A is dead, bankrupt or loses its capacity to make juridical acts, unless Party B is notified by a third party or has known such fact, this Contract is deemed to be effective. In said circumstances, if the termination of the mandate relationship under this Contract would impair Party A’s benefits, Party B shall continue handling the affairs for Party A until Party A, his successor or legal guardian could handle the mandated affairs.

Article 24 (Settlement Obligations after the Termination of the Mandate Relationship)
    Where that the settlement date or clearance date of the transaction made by the Investment Agent on behalf of Party A according to the Discretionary Investment Services Contract and this Contract prior to the termination of this Contract is behind said termination, prior to Party B’s return of the discretionary investment assets to Party A or its designated person or settlement and transfer of the same to a new custodial investment account, Party B still bears the settlement obligation for said transaction on behalf of Party A.
    All expenses and taxes incurred after the termination of this Contract and prior to the return of discretionary investment assets to Party A or his designated person or settlement and transfer of the same to a new custodial investment account by Party B shall be borne by Party A.
    After the termination of this Contract, Party A may request Party B to return the discretionary investment assets only when the funds and certificates to be settled, taxes and expenses in connection with the discretionary investment assets and the obligations of Party A to Party B according to this Contract are settled and performed. Except for the circumstances described in Article 17, Party B shall return said assets immediately. When Party A terminates this Contract due to the change of custodian institution, Party B shall settle and transfer the assets under its custody to a new custodial investment account.

Article 25 (Special Provisions)
    Unless otherwise provided by laws and regulations or this Contract, Party B shall abide by relevant rules and regulations provided by the FSC, Regulations Governing the Conduct of Discretionary Investment Business by Securities Investment Trust Enterprises and Securities Investment Consulting Enterprises (the “Management Regulations”), and the Operation Rules.

Article 26 (Dispute Settlement, Arbitration and Jurisdiction of Litigation)
    Both parties hereto agree that any dispute arising out of this Contract shall be resolved in accordance with the regulations governing disputes mediation procedures stipulated by SITCA first. If said mediation fails, both parties hereto agree that the dispute shall be referred to arbitration in accordance with the Arbitration Law of the R.O.C. If there is no arbitration award rendered or a litigation is filed by either party hereto against other party for revocation of the arbitral award or for a new trial of the dispute because the arbitration award has been revoked by the court, both parties agree that the District Court of the place where the delivery place of Party B set forth in this Contract is located shall be the court of the first instance to exercise jurisdiction.

Article 27 (Governing Law and Supplementary Provisions)
    This Contract shall be governed by the law of the R.O.C. The validity, interpretation, performance and other relevant matters hereunder shall be governed by the law of the R.O.C.
    In the event there is any amendment to laws and regulations related to investment trust and investment consulting, the Management Regulations, the Operation Rules, articles of incorporation of SITCA or other relevant rules or regulations after the execution of this Contract, unless otherwise provided by this Contract, the rights and obligations between parties hereto shall be subject to the provisions of the amended laws.
    Matters not provided herein shall be subject to the provisions of the SITC Act, the Management Regulations, the Operation Rules, articles of incorporation of SITCA, and other related laws and regulations; in the absence of such provision in the above-mentioned regulations, the matters shall be subject to the agreement that is negotiated between parties hereto in good faith.

    Party A:_____________________________________
    Representative:_______________________________
    Address:____________________________________

    Party B:_____________________________________
    Representative:_______________________________
    Address:____________________________________

    [Date:]

    Appendix 1: Content and Amount or Price of the Discretionary Investment Assets
    Appendix 2: Basic Guidelines for Investment or Trading, Scope of Investment or Trading and Settlement and Scope of Use of Idle Funds for Investment Agent
    Appendix 3: Calculation, Method and Time of Payment of Remuneration for the Mandate
    (Template IV)
    Mandate Contract Template

    Party A: (Name/Title)___________________
    Party B : ________________Bank, (Business License Number: _____________), a financial institution that has been approved by the Financial Supervisory Commission of the Executive Yuan (the “FSC”) to carry out custodian business, and has a credit rating at or above a prescribed level issued by a FSC-recognized credit rating agency.
    WHEREAS, in order to mandate the Securities Investment _____Co., Ltd., which has entered into a Discretionary Investment Services Contract with Party A (the “Investment Agent”), with full authority in accordance with the Securities Investment Trust and Consulting Act (the “SITC Act”) to conduct investment in securities and securities-related products transaction, Party A agrees to mandate Party B in accordance with the SITC Act to act as the custodian institution for discretionary investment assets in accordance with this Contract (as defined below) and relevant laws and regulations and to handle the account-opening for securities investment or securities-related products transaction, custody and settlement of funds and certificates, payment and collection of margins and premiums, clearance and settlement, account management and other matters on behalf of Party A. Both parties agree to stipulate the content of this Contract in accordance with aforementioned SITC Act and relevant laws and regulations and have carefully reviewed the content hereof. THEREFORE, both parties to this Contract hereby agree to enter into and follow this Contract (this “Contract”) as follows:

Article 1 (The Discretionary Investment Assets)
    The content of Party A’s discretionary investment assets, including the type, volume, amount or price, has been confirmed by both parties and attached herein as Appendix 1. The aggregate value or amount is NT$______.
    The value of the discretionary investment assets shall be calculated in accordance with the Standards for Calculation of Discretionary Investment Assets Value provided by the Securities Investment Trust and Consulting Association?(the “SITCA”).
    Party A shall consign all the discretionary investment assets to Party B for custody in one time upon the execution of this Contract; the same applies when the discretionary investment assets are increased (except that the investment assets are assets in investment link insurance special account or assets in annuity insurance special account). The discretionary investment assets, and any proceeds and profits resulting from investment and utilization of such assets during the term of this Contract shall belong to discretionary investment assets, and shall be placed under Party B’s custody in accordance with this Contract.
    Unless otherwise provided in this Contract, Party A may not retrieve the discretionary investment assets at will at any time during the term of this Contract.

Article 2 (Investment, Trading and Utilization of Discretionary Investment Assets)
    Unless otherwise provided in laws and regulations, the investment or trading objectives, the basic investment or trading guidelines, the scope of investment or trading, the scope of use of the idle funds, trading method, the authorization and limitation of the investment or trading decisions, the authorization and limitation of instruction right of assets application, and other limitation applies to the discretionary investment assets shall all follow the Discretionary Investment Services Contract, which is attached hereto as the Appendix 2. The same applies when the Discretionary Investment Services Contract is amended.
    Each transaction made under Discretionary Investment Services Contract shall be conducted by the Investmen