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Article 10
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The public tender offeror, in accordance with Article 7, shall file with the FSC by submitting a public tender offer registration statement, along with the following documents, to the FSC before the commencement date of the public tender offer:
- Public tender offer prospectus.
- Mandate contract entered into between the public tender offeror and the mandated institution pursuant to Article 15.
- If the public tender offeror has no domicile or place of business within the Republic of China (ROC), a power of attorney appointing the offeror's agent for litigious and non-litigious matters.
- Other documents required by the FSC.
The public tender offer registration statement and accompanying documents must be reviewed by a lawyer and the lawyer shall issue a legal opinion. If the public tender offer requires the approval of, or effective registration with, any other competent authority, a legal opinion shall concurrently be issued thereto.
A public tender offeror shall provide proof that it has the ability to perform payment of the tender offer consideration.
The proof in the preceding paragraph shall include one of the items in the following subparagraphs:
- A performance guarantee issued by a financial institution that designates the mandated institution as the beneficiary, and that authorizes the mandated institution to demand in its sole discretion the exercise of the performance guarantee and instruct the allocation of funds for the purpose of payment of the tender offer consideration.
- Written confirmation that the public tender offeror has the ability to perform payment of the tender offer consideration, issued by a financial adviser with the qualification of a securities underwriter or by a CPA that conducts the business of auditing and attesting the financial reports of public companies, after such CPA or adviser has gained a full understanding of the public tender offeror and taken reasonable steps to evaluate the public tender offeror's sources of funds.
The financial adviser or CPA under subparagraph 2 of the preceding paragraph may not have any interest relationship with the public tender offeror, the trustee, or the real estate management institution of the subject real estate investment trust fund to the extent that it could affect the adviser or CPA's independence.
On the date of filing of the public tender offer, the offeror shall simultaneously deliver a copy of the public tender offer registration statement, the public tender offer prospectus, and the other relevant documents to the trustee of the real estate investment trust fund that is being acquired.
Before the commencement date of the public tender offer, the offeror shall publicly announce the public tender offer registration statement, the particulars under paragraphs 2 and 3, and the public tender offer prospectus.
If the FSC, pursuant to Article 43-5, paragraph 2 of the Act, orders the amendment of any particulars in the filing for the public tender offer, the public tender offer period will be recalculated and will begin from the date on which the offeror makes the re-filing and public announcement.
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