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Amendments

Title：

XXX Co., Ltd. Self-Regulatory Rules on Disclosure of Merger and Acquisition Information, Template Version  CH

Amended Date： 2022.11.25 
Categories： Corporate Governance
Article Content Chapter Content Search Article No. Search Legal Basis Amended Article Legislative History Chinese

Title： XXX Co., Ltd. Self-Regulatory Rules on Disclosure of Merger and Acquisition Information, Template Version(2020.04.08)
Date：
Article 11     (Instructions on information disclosure)
    When disclosing merger and acquisition information, the Company shall also disclose the following particulars of any director with a personal stake in the merger and acquisition transaction:
  1. Names of the director
  2. Essential contents of the stakes of the director or the juristic person it represents, including, without limitation, forms of any actual or contemplated investment in other companies participating in the merger and acquisition, shareholding, transaction price, whether said director participates in the operation of the companies participating in the merger and acquisition, and other conditions of investment etc.
  3. Reasons for recusal or non-recusal by the director when the board of directors makes the resolution
  4. Circumstances concerning the recusal when the board of directors makes the resolution
  5. Reasons for consent or dissent to the board resolution of the merger or acquisition
    The Company shall report the contents described in the various subparagraphs of the preceding paragraph at a shareholders’ meeting unless pursuant to the Business Mergers and Acquisitions Act, no such meeting is required to be held.
    When carrying out a merger and acquisition activity with another company through a public tender offer, the Company shall publish information in accordance with the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company and the provisions of Article 2 herein relating to disclosure of relevant information. The Company may not release information on any equity interest under its control unless and until such publication of information has been made, so as to avoid unusual fluctuation in the price of the stock of the company concerned.
Article 12     (Disclosure of merger and acquisition information)
    When disclosing merger and acquisition information, the Company shall also disclose the following particulars unless the Business Mergers and Acquisitions Act or relevant laws and regulations stipulate otherwise:
  1. Procedures to be followed after the merger and acquisition, including the time and manner of payment of the consideration for the merger and acquisition
  2. Types and sources of funds of the consideration
  3. An opinion by an independent expert on the reasonableness of the share exchange ratio and cash or other assets distributed to the shareholders in the merger and acquisition
  4. Post-merger and acquisition plan:
    1. Willingness to continue operating the business of the company, and the contents of plans to that effect
    2. Dissolution; delisting from an exchange (or OTC market); material changes in organization, capital, business plan, financial operations and production; or any other matter of material significance that would affect the company's shareholder equity
  5. Other material matters pertaining to the merger and acquisition
    The items to be disclosed in the opinion on reasonableness in subparagraph 3 of the preceding paragraph are governed by Article 13, paragraph 2 of the Regulations Governing Information to be Published in Public Tender Offer Prospectuses.
Article 13     (Violations)
    In any of the following circumstances, the Company shall take action or appropriate legal measures against the violator concerned:
  1. The statutory representative, spokesperson, or deputy spokesperson provides to outside parties any information beyond the scope authorized by the Company or otherwise violates these Rules or any other applicable requirements.
  2. A relevant individual from within the Company makes an unauthorized release of information on a merger and acquisition activity to outside parties or otherwise violates these Rules or any other applicable requirements.
  3. An institution or individual involved in a merger and acquisition project of the Company violates these Rules or any other applicable requirements.
Article 14     (Internal Controls)
    To further the purpose of implementing self-regulation on information disclosure, these Rules shall be incorporated by reference into all relevant control activities in the Company's internal control system.
Article 15     (Education Agenda)
    The Company conducts educational and awareness-raising activities for its directors, supervisors, managerial officers, and employees regarding these Rules and applicable laws and regulations at minimum on a yearly basis.
    Educational and awareness-raising activities shall also be provided in a timely manner for newly appointed directors, supervisors, managerial officers, and employees.
Article 16     These Rules shall take effect after having been submitted to and adopted by the board of directors. Subsequent amendments thereto shall be effected in the same manner.