AMENDED RULES ON FOREIGN INSTITUTIONAL INVESTORS' SHARE VOTING RIGHT

07/01/2004

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In an order dated 12 March 2004, the Securities and Futures Commission amended the rules for offshore foreign institutional investors to exer-cise their voting rights in shares of public issuing companies, as follows:

If an offshore foreign institutional investor ex-ercises its voting rights in either of the following ways, it is not subject to the requirement of Ar-ticle 16 Paragraph 4 of the Regulations Gov-erning Investment in Securities by Overseas Chinese and Foreign Nationals that it must ap-point an agent or representative in the ROC to attend shareholders' meetings and vote on its behalf:

It engages an agent for stock affairs to vote as its proxy, in accordance with Article 14 Para-graph 4 of the Rules Governing the Use of Proxies for Attendance at Shareholder Meet-ings of Public Companies.

An offshore foreign institutional investor holding less than 300,000 shares in a public issuing company may refrain from sending personnel to attend a shareholders' meeting. For an offshore foreign institutional investor that holds 300,000 or more shares in a public issuing company, the designated ROC agent or representative of such investor may appoint another person to vote as a proxy for the in-vestor if so authorized by the investor. However, the proxy document must give clear instructions as to how the proxy is to vote on each resolution on the agenda.