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1 The Commission des Operations de Boure and the Securities and E-xchange Commission;Considering, in light of the increasing international activitiesin securities, the need for mutual cooperation and consultationin order to facilitate the performance of their functions in theareas mentioned hereinafter;Considering the importance of ensuring compliance with and enfo-rcement of applicable securities laws and regulations;Willing therefore to organize the fullest mutual assistance, inorder to facilitate the performance of the missions they are en-trusted with;Have reached the following Arrangement:Article 1: Purpose of the Arrangement1.The purpose of this Arrangement is to set up and implement asystem for a mutual assistance between the Authorities design-ated hereinafter, in order to facilitate the performance of t-he missions they are entrusted with in the field of securities.2.Each Authority agrees that this Arrangement represents the pr-eferred way of obtaining confidential information. However, itdoes not prohibit either Authority from taking other measuresaiming at the same purpose, to the extent permitted by intern-ational law. Before resorting to such other measures the requ-esting Authority must notify the requested Authority that itintends to resort to such other measures. The requesting Auth-ority shall consult, if so requested by the requested Authori-ty, concerning how such measures may affect the interests ofthe requested Authority.Article 2: DefinitionsFor the purpose of this Arrangement:1."Authority" means:(a) the Commission des operatons de bourse;(b) the Securities and Exchange Commission;2."requested Authority" means the Authority to whom a request u-nder this Arrangement is made;3."requesting Authority" means an Authority making a request un-der this Arrangement;4."issuer" means a person who issues or proposes to issue any s-ecurity;5."laws and regulations" means the provisions of the laws and r-egulations applicable in France and in the territory superri-sed by the SEC in Taipei;6."person" means a natural person, legal entity, partnership orunincorporated association;7."securities" means securities, negotiable futures contracts a-nd any financial products within the competence of the Autho-rities.Article 3: Scope ofAssistance1.The Authorities contemplate consulting each other, on a perio-dic basis and whenever necessary, on any matter of common int-erest, with aview to increase cooperation and protection of i-nvestors, so as to secure stability, efficiency and integrityof securities markets, and to ensure the joint development oftheir respective markets.The Authorities agree to inform each other on any change in t-he laws and regulations falling within the scope of this Arra-ngement.2.The Authorities endeavour to provide each other the fullest a-ssistance under this Arrangement, in accordance with their re-spective laws and regulations, in order to comply with reques-ts for assistance in investigation to determine whether therehas been any violation of the laws and regulation. For that p-urpose, the requested Authority will provide access to the in-formation it holds to the requesting Authority; it will deter-mine the appropriate means so as to obtain all useful informa-tion to comply with the request of assistance.3.Assistance under this Arrangement may be denied:(a) where the execution of the request would prejudice the sove-reignty, the security, the fundamental economic interests orpublic policy of France, the requested Authority being theCOB, or fundamental economic interests in Taipei, the reque-sted Authority being the SEC;(b) where a criminal or quasi-criminal proceeding has already b-een initiated in France, the requested Authority being theCOB, or in Taipei, the requested Authority being the SEC, b-ased upon the same facts and against the same persons;(c) where the same persons have already been finally sanctionedon the same charges by the competent authorities of France,the requeted Authority being the COB, or in Taipei, the req-uested Authority being the SEC.The denial of assistance does not undermine the right of theAuthorities to consult each other.Where the requested Authority does not possess the legal au-thority to provide the assistance requested, the requestedAuthority and the requesting Authority will consult on otherpossible means of dealing with the request.4.Without prior request for assistance, the Authorities may tra-nsmit to each other information they hold and which they mayconsider useful to the other Authurity to fulfill its missionsand for the purposes that may be specified in the transmissionletter.Article 4: Requests for Assistance1.Requests for assistance must be made in writing, in English orin French, and addressed to the requested Authority's contactofficer listed in Appendix A.2.The request for assistance must specify the following:(a) a general description of the information sought by the requ-esting Authority;(b) a general description of both the matter which is the subje-ct of the request and the purpose for which the informationis sought;(c) and where the request for assistance is made in connectionwith a search of a violation of the laws and regulations, t-he laws or regulations that may have been violated and thepersons or entities suspected by the requesting Authority ofpossessing the information sought, or the places where suchinformation may be obtained, if the requesting Authority isknowledgeable thereof; and(d) the desired time period for the reply and, where appropriate, the urgency thereof.3.In the event of urgency, requests for assistance and repliesto such requests may be transmitted by summary or emergency p-rocedures defined by mutual arrangement between the Authoriti-es, provided that they are confirmed in the manner prescribedin paragraphs 1 and 2 of this Article.4.Under this Arrangement, where a request for assistance is madeby the requesting Authority upon requet of another authorityof France, the requesting Authority being the COB, or in Taip-ei, the requesting Authority being the SEC, the Authorities s-hall consult on the follow-up to such request and on the prec-ise content of the information to be provided by the requestedAuthority.Article 5: Execution ofRequestsSubject to Articles 1, 3, 4, the requeted Authority will provideto the requesting Authority the information that it holds or th-at it will obtain by relevant means determined by the requestedAuthority, in accordance with the applicable rules in France, t-he requested Authority being the COB, or in Taipei, the request-ed Authority being the SEC.Article 6: Permissible Use of Confidential information1.The requesting Authority shall use the confidential informati-on furnished solely for purposes stated in the requet, with aview to ensuring compliance with or enforcement of the provis-ions of the laws and regulations specified in the request, andfor the needs of a criminal, administrative or professional p-roceeding dealing with the violation of the provisions specif-ied in the request.2.The confidential information provided without prior request f-or assistance to an Authority shall not be used for any purpo-se other than those stated in the transmission letter or otherthan the needs of a subsequent cirminal proceeding. The Autho-rity which has received the information will inform the otherAuthority prior to the use of the information furnished for t-he needs of an administrative or disciplinary proceeding.3.However, if the requesting Authority wishes to use the confid-ential information provided for any purpose other than thosestated in paragraphs 1 and 2, but remaining within the scopeof this Arrangement, including the transmission of this infor-mation to other competent authorities in the field of securit-ies, it must first ask permission to the requested Authority.If the requested Authority agrees to the use of the informati-on for purposes other than those stated in paragraphs 1 and 2,it may subject the utilisation of the information to certainconditions. The requested Authority may refuse such use of theinfromation; in that ase, the Authorities will consult each o-ther pursuant to Article 8 concerning the reasons for the ref-usal and the circumstances under which use of the informationmight otherwise be allowed.Article 7: Confidentiality of Requests1.Each Authority shall keep confidential, to the extent permitt-ed by law, requests or communications of information, made forthe purpose of determining wether there has been any violationof laws and regulations, the contents of such requests, and a-ny other matters arising during the implementation of this Ar-rangement, including consultations between the Authorities.2.In all cases, the requesting Authority shall keep confidential, to the extent permitted by law, any information received pu-rsuant to this Arrangement to the same extent as such informa-tion would be keep confidential in France, when the COB has f-urnished the information or in Taipei when the SEC has furnis-hed the information.Article 8: Implementation of this Arrangement1.The Authorities will keep the operation of this Arrangement t-inder continuous review and will consult a view to improvingits operation and resolving any matters which may arise.2.The Authorities may agree such further arrangements of a prac-tical nature as may be necessary to facilitate the implementa-tion of this Arrangement.3.In any case of dispute over the interpretation of this Arrang-ement, the Authorities will consult with a view to reaching amutually agreed upon interpretation.4.Further to consultations held pursuant to this Article, the a-uthorities may agree on amendments to be made to this Arrange-ment, as may be necessary.Article 9: Entry into ForceEach Authority shall inform the other authority of the adoptionof the domestic measures that may be necessary to implement theprovisions of this Arrangement. This Arrangement shall immediat-ely enter into force upon such exchange of letters of notificat-ion by the Authorities.Article 10: TerminationThis Arrangement will remain in effect unless terminated by anyAuthority upon 30 days written notice. Where the requested Auth-ority give such notice, this Arrangement will continue to haveeffect with respect to all requests for assistance which are ma-de before the effective date of notification.IN WITNESS WHEREOF the Undersigned have signed this Arrangement.DONE is PARIS, in quadriplicate, this 20th day of June 1994, twoin English, two in French, each text being equally authoritative.FOR THE COMMISSION DESFOR THE SECURITIES ANDOPERATIONS DE BOURSEEXCHANGE COMMISSION[Singed][Singed]Jean SAINT-GEOURS Linin DAYPresident ChairmanR'ef.:FP624/LHNo COB: 4945Mr. Gordon S. CHENChairmanSECURITIES AND EXCHANGE COMMISSIONMINISTRY OF FINANCE12th Floor, 3 Nai-Hai RoadTAIPEI, TATWANREPUBLIQUE DE CHINEParis, le 13 juillet 1995Dear Mr. Chen:The Commission des operations de bourse (COB) hereby confirms t-he following understandings, regarding the Arrangement signed onJune 20, 1994 between the COB and the Securitis and Exchange Co-mmission:1) paragraph 1 of Article 2 is amended to read as follows:1- "Authority" means: a) the Commission dos operations de bourse in Paris;b) the Securities and Exchange Commission in Taipei.2) paragraph 3 (a) of Article 3 is read as follows:a) where the execution of the request would prejudice the pu-blic interest in the jurisdictin of the requested Authori- ty. In accordance with Article 9 of the Arrangement, the Arrangementwill enter into force on the day of this exchagne of letters.Sincerely yours[Signed]Jean SAINT-GEOURSMr. Jean SAINT-GEOURSChairmanCOMMISSION DES OPERATIONS DE BOURSE39-43 quai Andr'e Citroen75739 PARIS CEDEX 15Paris, 13 July 1995Dear Mr. Saint-Geours:The Securities and Exchange Commission (SEC) hereby confirms thefollowing understandings, regarding the Arrangement signed on J-une 20, 1994 between the Commission des operations de bourse (C-OB) and the SEC:1) paragraph 1 of Article 2 is amended to read as follows:1- "Authority" means:a) the Commission des operations de bourse in Paris;b) the Securities and Exchange Commission in Taipei.2) paragraph 3 (a) of Article 3 is read as follows:a) where the execution of the request would prejudice the pu-blic interest in the jurisdictin of the requested Authori- ty. In accordance with Article 9 of the Arrangement, the Arrangementwill enter into force on the day of this exchagne of letters.Sincerely yours[Signed]Gordon S. CHEN