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Article NO. Content

Title:

Template of Articles of Association of Special Committee on Mergers and Acquisitions for Companies Limited by Shares  CH

Announced Date: 2016.01.05
Article 3     (Composition)
    The Committee shall be comprised of at least three persons being independent directors, one of whom being the convener, or comprised of members selected by the board of directors of the Company if there is no independent director, the independent directors fail to satisfy the qualification requirements in Paragraph 2, or there are not sufficient independent directors.
    The qualifications of members of the Committee shall conform to Articles 2 and 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and no such member may be an interested party to, or have a stake in, a trading counterparty of a merger or acquisition, that is sufficient to affect independence.
    The interested party mentioned in paragraph 2 and Article 6, paragraph 2 is identified pursuant to the Regulations Governing the Preparation of Financial Reports by Securities Issuers.