Paragraph 1: Participants
The New Zealand Commerce and Industry Office and the Taipei
Economic and Cultural Office in New Zealand (the “ Participants
” )have approved this Arrangement to establish a mechanism for
strategic cooperation on joint investments in venture capital
funds.

Paragraph 2: Implementing Authorities
The authorities implementing this Arrangement will be the New
Zealand Venture Investment Fund Limited and the National
Development Fund, Taiwan (the “ Implementing Authorities ” ).

Paragraph 3: Strategic Cooperation
The Implementing Authorities will establish a mechanism for the
strategic cooperation on joint investments (the “ Co-Fund ” )
in venture capital funds for the mutual benefit of New Zealand
and Taiwan. In establishing the mechanism for the Co-Fund, the
Implementing Authorities will mutually determine:
(i) The amount of investments by the Implementing Authorities;
(ii) The scope of investments;
(iii) The composition and procedures of a steering committee for
review and decisions on venture capital investments;
(iv) The criteria for applications by venture capitalsfor the
Co-Fund; and
(v) The connection of portfolio investment by the venture
capitals to the economic development of New Zealand and
Taiwan.

Paragraph 4: Procedures
4.1 Both Implementing Authorities will use best efforts to carry
out the following procedures in a timely manner with the
intention to achieve this within six months following the
Arrangement coming into effect:
(i) Commence a discussion over a draft mechanism of the
Co-Fund;
(ii) Authorise and approve the establishment of the Co-Fund by
the boards of both Implementing Authorities;
(iii) Designate the members of the steering committees and
announce to the public the Co-Fund; and
(iv) Initiate the Co-Fund operation.
4.2 The Implementing Authorities will also establish appropriate
commercial contractual arrangements, including allocating
any financial or legal liability arising under the Co-Fund
to the Implementing Authorities.

Paragraph 5: Other activities
The Implementing Authorities will also share market information
on venture capital investments in New Zealand and Taiwan;
including by disseminating market information on venture
investment to the venture capital industries in New Zealand and
Taiwan.

Paragraph 6: Coming into Effect, Review and Termination
6.1 This Arrangement will come into effect on the date of the
last signature.
6.2 The Arrangement may be reviewed at any time at the written
request of either Participant, and may be changed at any
time by written consent of both Participants. Either
Participant may terminate this Arrangement by giving six
months written notice to the other Participant. Such changes
would be subject to the mutual consent of the Implementing
Authorities and in particular to ensure that existing
contractual obligations and investment commitments could be
fulfilled.

Signed in duplicate in the Chinese and English languages, each
text having equal validity. In the case of any divergence of
meaning between the two texts, the English text will prevail.


For the Taipei Cultural For the New Zealand
and Economic Office in Commerce and Industry
New Zealand: Office:

YII-LIH CHARNG STEPHEN PAYTON

Signed at Taipei Signed at Taipei
this 5th day of March 2012 this 5th day of March 2012