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Amendments

Title：

Regulations Governing Information to be Published in Public Tender Offer Prospectuses  CH

Amended Date： 2023.12.04 
Article Content Content Search Article No. Search Legal Basis Amended Article Legislative History Chinese

Title： Regulations Governing Information to be Published in Public Tender Offer Prospectuses(2012.07.05)
Date：
Article 7     The section on type(s) and source(s) of public tender offer consideration shall include the following items:
  1. If consideration is paid in cash:
    1. An itemized statement of the offeror's funds [to be used for the acquisition].
    2. If financing is to be used in the purchase of the securities, the prospectus shall provide a detailed description of all financing plans, to include the source of the borrowed funds, the lender and the borrower, and the collateral. If the assets or shares of the subject company, or of the surviving company in the case of a merger, are listed as collateral in the tender offeror's loan repayment plan, the prospectus shall disclose the collateralization terms, and give an assessment of the impact on the financial and operational soundness of the subject company, or of the surviving company in the case of a merger. If none of the above-mentioned exists, the tender offeror shall make a declaration to that effect.
  2. If securities set out in Article 8, paragraph 1, of the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company will be paid as consideration for the acquisition, the prospectus shall include:
    1. The names and types of securities to be paid as tender offer consideration, their average prices and trading volumes over the most recent three months, and their closing prices on the day prior to filing.
    2. The time and cost at which the public tender offeror obtained the securities.
    3. The method for determining the share exchange ratio, and the factors that were weighed in making the determination.
  3. If securities set out in Article 8, paragraph 2, of the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company will be paid as tender offer consideration, the prospectus shall include:
    1. The minutes of the directors' or shareholders' meeting where it was resolved to offer and issue shares or corporate bonds.
    2. The terms and conditions of issuance applying to the offering and issuance of the shares or bonds.
    3. If shares of the same type as those to be offered and issued by the public tender offeror are already being traded on a centralized securities exchange market or an over-the-counter market, the prospectus shall disclose the average price and trading volume over the most recent three months, and the closing price on the day prior to filing.
    4. The method for determining the share exchange ratio, and the factors that were weighed in making the determination.
    5. The company's financial reports for the past two fiscal years; where the company has been in business for less than two years, the prospectus shall include the financial reports for the fiscal year(s) during which the company has been in business.
    6. Its most recently published financial report audited and certified or reviewed by a CPA.
    7. An explanation shall be provided for any material changes in the company's financial or business operations that have occurred between the date of the balance sheet in its most recently submitted financial report and the date on which it filed the public tender offer. If there have been no material changes, the public tender offeror shall make a declaration of no material changes.
    8. A statement describing the projected effect of the acquisition of the subject securities upon the financial and business operations of the public tender offeror over the three-year period following acquisition.
Article 11     Information to be published with regard to other circumstances relating to purchases and sales by the public tender offeror of shares in the subject company:
  1. If the public tender offeror or any of its related parties have bought or sold securities of the subject company from or to any of the persons listed below during the two years prior to filing of the public tender offer, the prospectus shall indicate the date(s), counterparty(ies), price(s), and volume(s) of the share transaction(s):
    1. Any director, supervisor, or managerial officer of the subject company, or any shareholder owning more than a 10% stake in the subject company.
    2. Any related party as set out in Article 3 of the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company.
  2. If the public tender offeror or any of its related parties have entered into any agreement or covenant concerning the present public tender offer with any of the persons listed in the preceding subparagraph during the two years prior to filing of the public tender offer, the prospectus shall disclose the important content of the agreement or covenant.
  3. If the public tender offeror or any its related parties have entered into any agreement or covenant concerning the present public tender offer with any of the specified shareholders of the subject company during the two years prior to filing of the public tender offer, the prospectus shall disclose the important content of the agreement or covenant, including matters such as whether it involves allowing participation in investments of the offeror or its related parties.
    If the public tender offeror or any of its related parties have entered into any agreement or covenant concerning the present public tender offer with any of the persons listed in subparagraph 1 of the preceding paragraph during the two years prior to filing of the public tender offer, the prospectus shall disclose all of the agreement or covenant documents, which shall be publicly announced together with the prospectus.
Article 12     Information to be published with regard to the public tender offeror's business plan for the subject company:
  1. The goal and plan of the public tender offeror in acquiring the subject company's securities:
    1. Willingness to continue operating the business of the subject company, and the content of plans to that effect.
    2. Any plan to transfer the securities of the subject company to another party within one year after acquisition, and the contents of the plan.
  2. If there is any plan that would lead to any of the following situations after completion of the public tender offer, such plan shall be included:
    1. Dissolution of the subject company; its delisting from an exchange (or OTC market); material changes in its organization, capital, business plan, financial operations, or production; or any other matter of material significance that would affect the subject company's shareholder equity.
    2. Any plan for reassignment, retirement, or severance of the subject company's directors, supervisors, managerial officers, or employees.
  3. If, in addition to the current public tender offer, there is another plan to acquire or dispose of securities or material assets of the subject company within one year of the day on which the period of public tender offer expires, the content of the plan shall be disclosed.
    If the public tender offeror plans to delist the subject company from the TWSE (or GTSM) market after completion of the public tender offer, the business plan shall at least include the following information:
  1. To the understanding of the public tender offeror, the future prospects in the industry, and the company value, of the subject company, and its reasons for conducting the public tender offer.
  2. Indicate whether the public tender offer conditions are fair to the shareholders of the subject company, and the factors taken into consideration.
  3. Indicate whether the public tender offeror or any of its related parties have in the most recent two years obtained from any outside party any appraisal report regarding the public tender offer conditions. If yes, indicate the content of the appraisal report, the identity of the outside party, the party’s professional qualifications and the compensation that the party received.
  4. For the period from after the completion of the public tender offer up to the delisting of the subject company from the TWSE (or GTSM) market, indicate any merger or acquisition plan for the subject company, and the method for handling the shares of the non-tendering shareholders, and their taxes payable.
  5. After the delisting from the TWSE (or GTSM), and any merger or acquisition, of the subject company, any plan for obtaining a new listing on an exchange or over the counter in any domestic or foreign securities exchange market for any related company.
Article 13     The resolution [to initiate the public tender offer], and an opinion on its reasonableness:
  1. If the public tender offeror is a natural person, the prospectus shall include an appraisal by an independent expert of the reasonableness of the cash price calculation or share exchange ratio of the public tender offer consideration.
  2. If the public tender offeror is a company, the prospectus shall include the minutes of the shareholders meeting or directors meeting where it was resolved to initiate the tender offer, and an appraisal by an independent expert of the reasonableness of the cash price calculation or share exchange ratio of the public tender offer consideration.
    The opinion on the reasonableness in the preceding paragraph shall disclose at least the following information:
  1. The method, principles, or calculations adopted for determination of the public tender offer price, and comparison with the market-value method, cost method, and discounted cash flow method commonly used internationally.
  2. Comparison of the financial condition, profit status, and price-to-earnings ratio of the subject company with those of TWSE or GTSM listed companies in the same industry.
  3. If a price appraisal report of an appraisal organization is taken into account in the public tender offer price, the opinion shall specify the content and conclusion of the appraisal report.
  4. If assets or shares of the subject company, or of the surviving company in the case of a merger, are listed as collateral in the tender offeror's financing repayment plan, the opinion shall disclose the collateralization terms, and assessment of the impact on the financial and operational soundness, of the subject company or of the surviving company of the merger.