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LETTER OF REPRESENTATION
FOR CROSS-BORDER MERGER AND ACQUISITION
I. Considering the equity interests of this company (the undersigned) are adopted as capital
investment in relevant investment application to the Investment Commission by an applicant, the
company (the undersigned) hereby represents that this company is not a Mainland Investor as
prescribed by Measures Governing Investment Permit to the People of Mainland Area. In view of
the investment application, tendered by the applicant, concerns cross-border merger and
acquisition with an ROC enterprise by the equity interests of this company (the undersigned) held by
the applicant, the company (the undersigned) hereby represents that it has met the following
requirements:
This company (the undersigned) is one of the following:
1. An enterprise with substantial business operations:
(1.) An enterprise with (a.) continuous operation for one year or more, (b.) having or renting
fixed assets such as offices, factories, and machinery, (c.) having operational premises
and full-time employees at registrant country/ area or other countries/areas, and (d.)
engaging in production of goods and distribution or services, or
(2.) Having two or more subsidiaries or branches with substantial business operations
2. A publicly listed company in securities markets outside Mainland Area (please specify its
public company type and the securities markets where the company is listed)
3. An enterprise belonging to the same corporate group as the ROC enterprise:
(1.) An enterprise directly or indirectly holds more than 90% of the total number of the
outstanding voting shares (or the total amount of the capital stock) of the ROC enterprise
(2.) 90% of the total number of outstanding voting shares (or the total amount of the capital
stock) of the ROC enterprise is held by the same shareholders of the undersigned.
II. The statements in this Letter of Representation and the Company's background information
documents attached hereto are true and correct. The Company will be civilly and/or criminally liable
under the laws of the Republic of China for any inaccuracy.
Hereby submitted to Investment Commission, Ministry of Economic Affairs
Name of the Undersigned (nationality and name of the company) (mandatory):
(signature)
Name of Signatory (mandatory):
Title of Signatory (mandatory):
Date:
Note:
This Letter is not required to be validated by ROC embassies and Missions (or by governing authorities, or by a court of law, or by notary
publics of the undersigned’s registrant country).
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Aug. 10. 2016 Version