|
Article 11
|
The section on capital and shares shall set forth the following information:
1.Classes of shares: Indicate the classes of the company's issued shares. (Attachment 11)
2.Formation of capital:
A.Indicate how the company's capital has changed over the most recent five fiscal years and during the current year up to the date of publication of the prospectus. If paid-in capital has increased, note the source(s) of capital, the approval (registration) date for the current capital increase, the reference number of the approval or registration document, and the dollar amount. If shares have been issued at less than par value, such information shall be prominently indicated. Where equity contributions have been made by conversion of monetary claims against the company, or by the contribution of technical know-how required by the company, indicate this fact, and note the class and dollar amount of the shares paid for in this manner.
B.Prominently indicate any instance of private placement, and for any private placement made during the most recent three years or in the current year up to the date of publication of the prospectus further disclose the date on which the private placement was approved at a shareholders meeting and the amount thus approved; the basis for and reasonableness of the pricing; the manner in which the specified persons were selected (where the offerees have already been arranged, the names of the offerees and relationship between the offerees and the company shall also be described); the reasons why the private placement was necessary; the targets of the private placement, their qualifications, subscription amounts, subscription price, relationship with the company, participation in the operations of the company, actual subscription price, the difference between the actual subscription price and the reference price; the effect of the private placement on shareholders' equity; and for the period from receipt of payment in full to the completion of the related capital allocation plan, the status of use of the capital raised through the private placement of common shares, the implementation progress of the plan, and the status of realization of the benefits of the plan.(Attachment 12)
C. If the company adopts the shelf registration method for the issuance of new shares, it shall disclose relevant information, including the total amount registered for issuance, the total amount already issued, and the remaining balance of the shelf registration. (Attachment 12-1)
3.Recent dispersion of equity ownership:
A.Shareholder structure: Provide statistics on the ratios between the various types of shareholders. (Attachment 13)
B.Dispersion of equity ownership: Provide a table that groups shareholders according to the number of shares held, and that further indicates the percentage of shares held by each different group. (Attachment 14)
C.List of major shareholders: setting forth the names, number of owned shares and the shareholding percentages of those who own 1 percent or more of the total issued shares, and if those are fewer than 10 shareholders, also disclosing that information for all the shareholders who rank in the top 10 in shareholding percentage. (Attachment 15)
D.Indicate any instance in which a director, supervisor, or principal shareholder has waived pre-emptive rights to new shares in a cash capital increase during the past two fiscal years or in the current year. If a specific related party is contacted for subscription to cash capital increase shares to which pre-emptive rights have been waived, further disclose the related party's name, relationship with the company and its directors, supervisors, and 1 percent or greater shareholders, and the number of shares subscribed. (Attachment 16)
E.Indicate any transfer, pledge, or other change of hands involving the equity interests of a director, supervisor, managerial officer, or 1 percent or greater shareholder during the past two fiscal years or during the current fiscal year up to the date of publication of the prospectus. If the counter party of such transfer or pledge of shares is a related person, the name of such counter party, its relationship with the company, directors, supervisors, managers, and shareholders holding 1 percent or more of outstanding shares, and the number of the shares thus acquired or pledged shall also be disclosed. (Attachment 17)
F.Relationship information, if among the 10 largest shareholders any one is a related party, or is the spouse or a relative within the second degree of kinship of another (Attachment 18)
4.Provide share prices for the past two fiscal years, together with the company's net worth per share, earnings per share, dividends per share, and related information: (Attachment 19)
A.Highest, lowest, and average market price per share: Set forth the highest and lowest market prices per common share for each year, and calculate each year's average market price based upon that year's transaction value and transaction volume.
B.Net worth per share: Use the number of issued shares at year end as the basis for calculating two separate figures for net worth per share, one each for pre-distribution and post-distribution shareholder's equity.
C.Earnings per share.
D.Dividends per share: Set forth the cash dividend and stock dividend for each year. If there is any accumulated unpaid dividend, disclose the accumulated unpaid amount.
E.Price-to-earnings ratio.
F.Price-to-dividend ratio.
G.Cash dividend yield.
5.Company's dividend policy and implementation thereof: Disclose the dividend policy set forth in the company's articles of incorporation and what the company plans to distribute (or has distributed) in the current fiscal year.
6.The effect of dividend distributions contemplated for the current fiscal year on the company's operating performance and earnings per share.
7.Compensation of employees, directors and supervisors:
A.Indicate the percentages that the company's articles of incorporation require/allow it to distribute as compensation of employees, directors and supervisors, and the range of allowable distributions of this nature.
B.The basis for estimating the amount of compensation of employees, directors and supervisors, for calculating the number of shares to be distributed as compensation of employees in the form of stock, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
C.Status of compensation distribution as approved by the board of directors:
a.The value of compensation given to employees in the form of cash or stock, and the value of compensation given to directors and supervisors. If there is any discrepancy between such value and the estimated figure for the year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed.
b.The value of compensation given to employees in the form of stock as a percentage of after-tax net income and total employee compensation for the current period.
D.Status and result of compensation distribution reported to the shareholders' meeting.
E.The actual distribution of compensation of employees, directors and supervisors for the previous fiscal year (including the number, dollar amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized compensation of employees, directors and supervisors, additionally the discrepancy, cause, and how it is treated.
8.Repurchase by the company of its own shares: (Attachment 20)
A. Repurchases already completed: The company shall describe, for the 3 most recent fiscal years and the period up to the prospectus publication date, the purpose of the repurchase of its own shares, the period for the repurchase, the price range of the shares to be repurchased that it reported, and the type, number, and monetary amount of the shares already repurchased, the ratio of the number of shares that were repurchased to the planned number of shares to be repurchased, capital adequacy ratio before and after share repurchase, the number of shares that have been canceled and that have been transferred, the cumulative number of its own shares that the company holds, the ratio of the cumulative number of its own shares that it holds to the total number of its issued shares, progress in implementing transfer of repurchased shares to employees and specific steps taken toward that purpose, and any instance in which the company has failed to complete transfer within three years after repurchase and thereby caused the FSC to adopt restrictions.
B. Any repurchase still in progress: The company shall describe the purpose of the repurchase, the type of shares to be repurchased, the ceiling on the total monetary amount of the repurchase, the planned period for the repurchase, and number of shares to be repurchased, and the price range of the shares to be repurchased, and also shall specify, as of the prospectus publication date, the type, number, and monetary amount of the shares already repurchased, and the ratio of the number of shares that were repurchased to the planned number of shares to be repurchased.
|
|
|
Article 28
|
The "summarized financial data for the most recent 5 years" shall include the following items:
1.Condensed balance sheet and statement of comprehensive income: Set forth the condensed balance sheet and statement of comprehensive income information for the most recent five years. Exchange-listed companies and OTC-listed companies shall also set forth the condensed balance sheet and statement of comprehensive income information up to the quarter immediately preceding the publication date of the prospectus. If the company has been notified by the FSC to restate its financial reports, only the restated figures/numbers can be used. Also note the reason why the data had to be restated, and provided information on the restatement. If the company is notified to conduct self-corrections, note the reasons for the corrections, and provide information on the corrections. (Attachment 58)
2.The important items which affected the making of uniform comparison on the above-mentioned condensed financial statements, such as accounting changes, corporate mergers, or suspension of work in the operating departments etc., and the impacts of these events on the then current financial reports.
3.The names and audited opinions of the certifying certified public accountant for the most recent five years:
A.Setting forth the names and audited opinions of the certifying certified public accountant for the most recent five years. Except for auditor's reports with unqualified opinion, the contents of the opinion shall be fully described.
B.If there was change/replacement of the certified public accountant within the most recent five years, explanation made by the company, the predecessor and successor certified public accountants over the causes for such change/replacement shall be set forth.
4.Financial analysis: Provide a comprehensive analysis of the financial data for the most recent five years. Exchange-listed companies and OTC-listed companies shall include in such analysis the then current financial data up to the quarter immediately preceding the publication date of the prospectus. The financial analysis shall at least include the items listed below, and shall provide explanations of the causes of changes in the financial ratios for the preceding two fiscal periods: (Attachment 59)
A.Financial structure.
B.Solvency: Current reserve ratio.
C.Operating ability.
D.Profitability.
E.Cash flow.
F.Leverage.
5.Analysis of legal compliance: (Attachment 60)
A.Ratio of total balance of credit extensions secured by interested parties to the company's net worth. In the case of a bank which is a subsidiary of a financial holding company, additionally disclose the ratio of the total transactions with a single interested party, aside from credit extensions, to the net worth of the bank, and the ratio of the total transactions with all interested parties, aside from credit extensions, to the net worth of the bank.
B.Ratio of a financial holding company's total long-term equity investments in non-financial enterprises to paid-in capital.
C.Common equity ratio.
D.Tier 1 capital equity ratio.
E.Capital adequacy ratio. For a financial holding company, disclose the group capital adequacy ratio.
F.Ratio of mid-term loan to time deposit.
G.Ratio of the invested amount in self-used assets to net worth.
H.Ratio of the invested amount in the business-used warehouse to deposit.
I.Ratio of balance of investment in various securities to total balance of deposit and issued amount of the financial bonds.
J.Ratio of loan extended to the medium and small enterprises to the total balance of loan.
K.Ratio of mid-term and long-term loans to medium and small enterprises to time deposits.
L.Ratio of reverse repo bond and bill transactions to net worth.
M.Ratio of outstanding self-guarantees and endorsements to net worth.
N.Ratio of investments in bond- and equity-related products to net worth.
O.Ratio of holdings in short-term bills and bonds issued by certain designated enterprises to net worth.
P.Aggregate balance of guarantees made for the benefit of interested parties, expressed as a multiple of net worth.
Q.Ratio of trust fund the use of which to be designated to net worth.
R.Ratio of guaranteed amount to net worth.
S.Ratio of the balance of non-collateralized guarantees to net worth
T.Ratio of regulatory capital invested in exchange-listed stocks to net worth.
6.Description of major variations of accounting items: Comparing the most recent two years' accounting items in the balance sheets and statement of comprehensive income; if there is a 10% or more variation in the monetary amounts, and if such sum has reached 1% of the total assets value of the then current year, a detailed analysis of the causes for such changes shall be made. (Attachment 61)
|
|