As a result of the limited ability to deposit common shares into our ADS program, the prevailing market price of our ADSs  on the New York Stock Exchange may differ from the prevailing market price of the equivalent number of our common shares on the  Taiwan Stock Exchange.  You will be more restricted in your ability to exercise voting rights than the holders of our common shares, which may diminish  your influence over our corporate affairs and may reduce the value of your ADSs.  Holders of American depositary receipts evidencing our ADSs may exercise voting rights with respect to the common shares  represented by these ADSs only in accordance with the provisions of our deposit agreement. The deposit agreement provides that,  upon receipt of notice of any meeting of holders of our common shares, the depositary bank will, as soon as practicable thereafter if  requested by us in writing, mail to ADS holders the notice of the meeting sent by us, voting instruction forms and a statement as to  the manner in which instructions may be given by the holders.  ADS holders will not generally be able to exercise voting rights attaching to the deposited securities on an individual basis.  Under the deposit agreement, the voting rights attaching to the deposited securities must be exercised as to all matters subject to a  vote of stockholders collectively in the same manner, except in the case of an election of directors and supervisors. The election of  our directors and supervisors is by means of cumulative voting. In the event the depositary does not receive voting instructions from  ADS holders in accordance with the deposit agreement, our chairman or his or her designee will be entitled to vote the common  shares represented by the ADSs in the manner he or she deems appropriate at his or her discretion, which may not be in your interest.  Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.  We may from time to time distribute rights to our stockholders, including rights to acquire our securities. Under the deposit  agreement, the depositary will not offer you those rights unless the distribution to ADS holders of both the rights and any related  securities are either registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, or exempt from registration  under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or  to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption  from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings and may experience  dilution in your holdings.  If the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably  practicable, it will allow the rights to lapse, in which case you will receive no value for these rights.  Changes in exchange controls that restrict your ability to convert proceeds received from your ownership of ADSs may have an  adverse effect on the value of your investment.  Your ability to convert proceeds received from your ownership of ADSs depends on existing and future exchange control  regulations of the Republic of China. Under the current laws of the Republic of China, an ADS holder or the depositary, without  16 P AR T I ●  purchases of our common shares in the domestic market in Taiwan by the investor directly or through the depositary and  delivery of such shares or delivery of our common shares held by such investors to the custodian for deposit into our  ADS program, subject to the following conditions: (a) the depositary may accept deposit of those shares and issue the  corresponding number of ADSs with regard to such deposits only if the total number of ADSs outstanding after the deposit  does not exceed the number of ADSs previously approved by the Securities and Futures Bureau, plus any ADSs issued  pursuant to the events described above; and (b) this deposit may only be made to the extent previously issued ADSs have  been cancelled.  ●  exercise of preemptive rights of ADS holders applicable to the common shares evidenced by our ADSs in the event of capital  increases for cash; or  ●  distribution of share dividends or free distribution of our common shares; 