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Title：

Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses  CH

Amended Date： 2023.12.29 
Article Content Chapter Content Search Article No. Search Legal Basis Amended Article Legislative History Chinese 
   Chapter II Content
      Section I Company Summary
Article 8    The "brief company description" shall include the following items:
  1. Date of incorporation.
  2. Addresses and telephone numbers of the head office, branches and factories/plants.
  3. Company history: disclosure of status of mergers and acquisitions for the most recent 5 years and up to the prospectus publication date, important instances of plant expansion, introduction of new products, cases where a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, changes of management control and any other important incidents which are likely to affect investors' interests, and the influence thereof to the company, and if early years' information of the company is critical for understanding the development of the company, such information shall also be disclosed.
Article 9    The following risks shall be noted:
  1. Risk factors: The prospectus shall analyze and assess the following matters during the most recent fiscal period and up to the prospectus publication date:
    1. The impact upon the company's balance sheet of inflation and changes in interest and exchange rates, and the measures the company plans to adopt in response;
    2. High-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future.
    3. Future research and development projects, and expenditures expected in connection therewith;
    4. The impact upon the company's financial operations of important policy and legal developments at home and abroad, and the measures the company plans to adopt in response;
    5. The impact on the company's financial operations of developments in science and technology (including cyber security risk) and industry, and the measures the company plans to adopt in response;
    6. The impact of changes in the company's image upon its crisis management, and the measures the company plans to adopt in response;
    7. The expected benefits and potential risks of any merger or acquisition, and measures to be adopted in response;
    8. The expected benefits and potential risks of any plant expansion, and measures to be adopted in response;
    9. The risks associated with any consolidation of sales or purchasing operations, and measures to be adopted in response;
    10. Effect upon and risk to the company if a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and measures to be adopted in response;
    11. Effect upon and risk to the company associated with any change in governance personnel or top management, and measures to be adopted in response.
    12. Other important risks and measures to be adopted in response.
  2. Litigious and non-litigious matters:
    1. If there has been any material impact upon shareholders' equity or prices for the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving the company that was finalized or remained pending during the most recent 2 fiscal years or during the current fiscal year up to the prospectus publication date, the prospectus shall disclose the facts in dispute, amount in dispute, commencement date, main parties involved, and current status of the case.
    2. If there has been any material impact upon shareholders' equity or prices for the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving a company director, supervisor, general manager, de facto responsible person, or major shareholder with a stake of more than 10 percent, and the matter was finalized or remained pending during the most recent 2 fiscal years or during the current fiscal year up to the prospectus publication date, the prospectus shall disclose the information set forth in sub-subparagraph (1) above.
    3. The prospectus shall note the occurrence of any event set forth under Article 157 of the Securities and Exchange Act that involves a company director, supervisor, its general manager, or any major shareholder with a stake of more than 10 percent, provided the event occurred in the most recent 2 fiscal years or during the current fiscal year up to the prospectus publication date. The prospectus shall also note how the company is currently handling the matter.
  3. If a company director, supervisor, its general manager, or a major shareholder with a stake of more than 10 percent has experienced financial difficulties or lost creditworthiness within the most recent 2 fiscal years or during the current fiscal year up to the prospectus publication date, the prospectus shall note the effect on the company's financial status.
  4. The prospectus shall note any other important matters.
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Article 10    The section on company organization shall include the following items:
  1. Organization system: setting forth the company's organizational structure and the business in which each major department engages.
  2. Chart of affiliated enterprises: setting forth the relationship between the company and its affiliated enterprises, cross-shareholding ratios, numbers of shares held, and actual investment amounts.
  3. General manager, assistant general manager(s), deputy assistant general manager(s), and the manager of each department and branch institution: (Table 2)
    1. Name, gender, nationality, work experience (educational background), amount and nature of shareholdings: setting forth the names; major work experience (educational background); positions concurrently held with other companies; job commencement date; number of shares held by them, their spouses, minor children, and held through nominees; and the acquisition of employee stock warrants.
    2. For those who are the spouses of or are related to the general manager or assistant general manager within the second degree of kinship, they shall also set forth their corporate position, name and relationship to the general manager or assistant general manager.
    3. Where the chairperson of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto.
  4. Directors and supervisors:
    1. Name, gender, age, nationality or place of registration, work experience (educational background), amount and nature of shareholdings: setting forth the names; major work experience (educational background); positions concurrently held with this and other companies; appointment date and term; date of initial appointment; number of shares held by them at the time of appointment and those held presently by them, their spouses, minor children, and held through nominees; their professional expertise; and the diversity policy of the board of directors. In the case of the representative of a corporate shareholder, the name of the corporate shareholder and the names of its 10 largest shareholders (and the holding percentage of each) shall be noted. If any of those 10 largest shareholders is a corporate shareholder, the name of the corporate shareholder and the names of its 10 largest shareholders (and the holding percentage of each) shall be noted. (Tables 3 and 4)
    2. For those who are the spouses of or are related within the second degree of kinship to other managers, the directors or supervisors, they shall also set forth their corporate position, name and relationship to those other managers, the directors or supervisors. (Table 3)
    3. Where the chairperson of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto. (Table 3)
  5. Promoters:
    1. For companies established for less than 1 year, relevant information of promoters whose shareholding percentage is among the top ten of the company shareholders shall be disclosed as pursuant to the previous subparagraph.
    2. For companies established for less than 3 years, all important transactions (including property transactions and financing of funds) between the promoters and the company since incorporation, other than the normal business transactions, shall be disclosed. For property transactions, the nature and location of the transacted item and the method for determining the transaction price shall also be disclosed. For properties purchased from a promoter, if the promoter bought the properties less than 2 years before selling them out, the promoter's purchasing costs shall also be explained.
  6. Remuneration paid to directors, supervisors, general manager, and assistant general manager(s) for the most recent fiscal year (Tables 5 and 6):
    1. The company may opt either to disclose aggregate remuneration information, with the name(s) indicated for each remuneration range, or to disclose the name of each individual and the corresponding remuneration amount.
    2. If any of the following applies to the company, it shall disclose the remuneration paid to each individual director and supervisor:
      1. A company that has posted after-tax deficits in the parent company only financial reports or individual financial reports within the most recent 3 fiscal years shall disclose the remuneration paid to individual directors and supervisors. This requirement, however, shall not apply if the company has posted net profit after tax in the parent company only financial report or individual financial report for the most recent fiscal year and such net profit after tax is sufficient to make up the accumulated deficits.
      2. A company that has had an insufficient director shareholding percentage for 3 consecutive months or longer during the most recent fiscal year shall disclose the remuneration of individual directors; one that has had an insufficient supervisor shareholding percentage for 3 consecutive months or more during the most recent fiscal year shall disclose the remuneration of individual supervisors.
      3. A company that has had an average ratio of share pledging by director supervisors in excess of 50 percent in any 3 months during the most recent fiscal year shall disclose the remuneration paid to each individual director supervisor having a ratio of pledged shares in excess of 50 percent for each such month.
      4. If the total amount of remuneration received by all of the directors and supervisors in their capacity as directors or supervisors of all of the companies listed in the financial reports exceeds 2 percent of the net profit after tax, and the remuneration received by any individual director or supervisor exceeds NT$15 million, the company shall disclose the remuneration paid to that individual director or supervisor.
      5. A company listed on the TWSE or the TPEx is ranked within the lowest two tiers in the corporate governance evaluation for the most recent fiscal year, or in the most recent fiscal year or up to the date of publication of the annual report for that year, the company's securities have been placed under an altered trading method, suspended from trading, delisted from the TWSE or the TPEx, or the Corporate Governance Evaluation Committee has resolved that the company shall be excluded from evaluation.
      6. The average annual salary of the full-time non-supervisory employees in a TWSE or TPEx listed company is less than NT$500,000 in the most recent fiscal year.
      7. A TWSE or TPEx listed company had an increase of 10 percent or more in net profit after tax for the most recent fiscal year, but the average annual salary of its full-time non-management employees did not increase relative to the preceding fiscal year.
      8. A TWSE or TPEx listed company had a decline in after-tax net income reaching 10 percent and exceeding NT$5 million for the most recent fiscal year, along with an increase in its average remuneration per director (not including the remuneration of those who are also employees) reaching 10 percent or more and exceeding NT$100,000.
    3. If the circumstance in sub-item "a" or in sub-item "e" of the preceding item applies to a company listed on the TWSE or the TPEx, it shall disclose the individual remuneration paid to each of its top five management personnel.(Table 5)
    4. Compare and analyze the total remuneration as a percentage of net income stated in the parent company only financial reports or individual financial reports, paid by this company and by all consolidated entities (including this company) for the most recent 2 fiscal years to each of this company's directors, supervisors, general managers, and assistant general managers, and describe the policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its linkage to business performance and future risk exposure.
    "Affiliated enterprise" in subparagraph 2 of the preceding paragraph refers to an affiliated enterprise meeting the requirements in Article 369-1 of the Company Act.
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Article 11    The section on "capital and shares" shall include the following items:
  1. Types of shares: describing the types of the currently outstanding issued shares of the company. (Table 7)
  2. Formation of capital:
    1. A description of the capital changes of the company for the most recent 5 years and up to the prospectus publication date. If the paid-in capital has been increased, the prospectus shall note the sources of capital, the effective date for the current capital increase, the approval letter reference number and the amount. If shares are issued at less than par value, such information shall be prominently indicated. If monetary claims against the company or technology needed by the company are offset against share payments, such information shall be specified, and the type and amount of such offset shall also be noted.
    2. If a private placement, such fact shall be prominently indicated, and information shall be furnished on the status of any private placement of common shares during the three most recent fiscal years up to the prospectus publication date, disclosing 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 realization of the benefits of the plan. (Table 8)
    3. 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 balance amount of the shelf registration. (Table 8-1)
  3. Status of recent dispersal of shareholding:
    1. Shareholder structure: setting forth statistics of all types of the shareholders and the ratio thereof. (Table 9)
    2. Status of dispersal of shareholding: setting forth the statistics of number of shareholders for each category of shareholder classified by various number of shares held by the shareholders, and the ratio between the number of the held shares to the total outstanding issued shares. (Table 10)
    3. List of major shareholders: setting forth the names, number of owned shares and the shareholding percentages of those who own 5 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. (Table 11)
    4. The status that directors, supervisors and shareholders holding more than 10 percent of outstanding shares had waived their subscription right to the cash capital increase during the past 2 fiscal years and in the current fiscal year. If the subscription to the cash capital increase being waived was subscribed by related person who was designated for such subscription, the name of such related person, its relationship with the company, directors, supervisors and shareholders holding more than 10 percent of outstanding shares, and the number of the shares thus subscribed shall also be disclosed. (Table 12)
    5. The status of changes that directors, supervisors and shareholders holding more than 10 percent of outstanding shares had transferred and pledged their shares during the past 2 fiscal years and up to the prospectus publication date. 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, managerial officers, and shareholders holding more than 10 percent of outstanding shares, and the number of the shares thus acquired or pledged shall also be disclosed. (Table 13)
    6. 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. (Table 14)
  4. The per share market price, net worth, profit, dividend and relevant information for the past 2 fiscal years. (Table 15)
    1. The highest, lowest and the average market price per share: Setting forth the highest and lowest market price per share of common stock for each fiscal year. And calculating each fiscal year's average market price based upon each fiscal year's actual transaction prices and volume.
    2. Net worth per share: Using the number of the outstanding issued shares at year end as the basis to calculate the respective net worth per share (shareholder's equity) before and after the distribution.
    3. Earnings per share.
    4. Dividend per share: Setting forth the respective cash dividend and stock dividend of each fiscal year. If there are any cumulated and unpaid dividends, their amount shall also be disclosed.
    5. Price-earnings (P/E) ratio
    6. Price-dividend (P/D) ratio
    7. Cash dividend yield.
  5. Company dividend policy and implementation status: Shall disclose the dividend policy set forth in the company's Articles of Incorporation and status of dividend distributions contemplated (decided) in the current fiscal year.
  6. The effect of dividend distributions contemplated for the current fiscal year on company operating performance and earnings per share.
  7. Compensation of employees, directors, and supervisors, including:
    1. The percentages or ranges with respect to employee, director, and supervisor compensation, as set forth in the company's articles of incorporation;
    2. The basis for estimating the amount of employee, director, and supervisor compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
    3. Information on any approval by the board of directors of distribution of compensation:
      1. The amount of any employee compensation distributed in cash or stocks and director/supervisor compensation . If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed;
      2. The amount of any employee compensation distributed in stocks as a percentage of the sum of the current after-tax net income and total employee compensation.
    4. Report on the status and result of compensation distribution at a shareholders' meeting.
    5. The actual distribution of employee, director, and supervisor compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is treated.
  8. Status of a company repurchasing its own shares: (Table 16)
    1. 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, the number of shares that have been canceled and that have been transferred, the cumulative number of its own shares that the company holds, and the ratio of the cumulative number of its own shares that it holds to the total number of its issued shares.
    2. 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 12    The description of the status of issue and private placement of "corporate bonds" (including overseas corporate bonds) shall include the following items:
  1. For all unredeemed corporate bonds and corporate bonds undergoing private placement, items to be disclosed shall be in accordance with Article 248 of the Company Act. If an FSC-approved or FSC-recognized credit rating institute has been engaged to conduct credit rating thereof, the name of the credit rating institute, the date of the rating and the credit rating result on the corporate bonds shall also be disclosed. If they are attached with conversion, exchange, or subscription rights, the issuance and conversion, exchange, or subscription rules, the possible dilution conditions and influence on shareholders' interests caused by the terms of issuance, and the monetary amount already converted, exchanged, or subscribed up to the prospectus publication date shall also be disclosed. (Table 17)
  2. Corporate bonds maturing within 1 year: The redemption rules and the monetary amount for the corporate bonds to be matured in 1 year shall be disclosed.
  3. For the issued convertible corporate bonds which are convertible to shares, overseas depositary receipts or any other securities, the issuance date, the conversion price at the time of issue and the conversion method, and the highest and lowest market and conversion price for the past 2 fiscal years and up to the prospectus publication date of each convertible corporate bond shall be disclosed respectively. (Table 18)
  4. For the issued exchangeable corporate bonds, the issue date, the exchanged items, the exchange price at the time of issue, the highest and lowest market price and exchange price and the number of the exchanged items held by the company for the past 2 fiscal years and up to the prospectus publication date of each exchangeable corporate bond shall be disclosed respectively. (Table 19)
  5. If the company adopts the shelf registration method for the raising and issue of common corporate bonds, relevant information concerning the projected total issue amount, the already issued total amount and the balance amount for the shelf registration shall be disclosed. (Table 20)
  6. If the company has already issued corporate bonds with warrants, a separate listing of the issuance date of each corporate bond attached with warrants, the category and number of bonds issued with warrants attached, the restricted subscription time period, the method of fulfilling the agreement, the stock subscription price, the number that have not been subscribed up to the prospectus publication date, and the ratio of the number that have not been subscribed to the total number of issued stocks. (Table 21)
  7. Status of any private placement of corporate bonds during the 3 most recent fiscal years up to the prospectus publication date: Shall disclose the types of corporate bonds; the date on which the private placement was approved at a shareholders or board of directors 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 the 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/conversion price, the difference between the actual subscription/conversion 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 corporate bonds, the implementation progress of the plan, and the realization of the benefits of the plan. (Table 22)
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Article 13    The description of the status of issue and private placement of "preferred shares" shall include the following items:
  1. For all outstanding preferred shares and preferred shares undergoing private placement, the par value per share, issue price, the effect of issuance terms on preferred share shareholders' equity, possible conditions of dilution, effect on shareholders' equity, and items provided under Article 157 of the Company Act shall be disclosed. If they are attached with conversion or subscription rights, the issuance and conversion rules or subscription rules (including enjoyment and assumption, after the compulsory conversion of the original preferred shares, of rights and obligations existed on the original preferred shares before conversion, such as dividends that have not yet been distributed) and the monetary amount already converted or subscribed up to the prospectus publication date shall also be disclosed. (Table 23)
  2. For already issued preferred shares attached with warrants, a separate listing of the issuance date of each corporate bond attached with warrants, the category and number of bonds issued with warrants attached, the restricted subscription time period, the method of fulfilling the agreement, the stock subscription price, the number that have not been subscribed up to the prospectus publication date, and the ratio of the number that have not been subscribed to the total number of issued stocks. (Table 24)
  3. For preferred shares already listed on the TWSE or traded on the TPEx, the highest and lowest market price of those shares for the past 2 fiscal years and up to the prospectus publication date shall be set forth.
  4. Where a company listed on the TWSE or the TPEx issues preferred stocks that are not TWSE listed or not TPEx listed, the purpose of issuance, the reason for not being TWSE listed or TPEx listed, the effect on the interests of current shareholders and potential investors, and whether there is any plan for applying for TWSE listing or TPEx listing in the future.
  5. Status of any private placement of preferred shares during the 3 most recent fiscal years up to the prospectus publication date: Shall disclose the types of preferred shares; 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 the 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 preferred shares, the implementation progress of the plan, and the realization of the benefits of the plan. (Table 25)
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Article 14    The description of the status of participation in the issue and private placement of "overseas depositary receipts" shall include the following items: (Table 26)
  1. For the participated and issued but not yet entirely redeemed overseas depositary receipts and depositary receipts undergoing private placement, the following items shall be noted:
    1. Issue date, and place of issue and trading.
    2. Total monetary amount issued, the unit issued price and total units issued.
    3. The securities represented by the overseas depositary receipts, as well as their sources and amount.
    4. Rights and obligations of the holders of the overseas depositary receipts.
    5. The trustee, the depositary institution, and the custodian institution.
    6. The unredeemed balance amount of the overseas depositary receipts.
    7. The allocation methods on the relevant costs incurred as a result of the issuance and during the effective period.
    8. The important items agreed in the depository and the custodian contracts.
  2. The companies who have participated in the issuance of overseas depositary receipts shall set forth the highest and lowest market price of those overseas depositary receipts for the past 2 fiscal years and up to the prospectus publication date.
  3. Status of any private placement of overseas depositary receipts during the 3 most recent fiscal years up to the prospectus publication date: Shall 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 the relationship between the offerees and the company shall also be described); 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 overseas depositary receipts, the implementation progress of the plan, and the realization of the benefits of the plan. (Table 27)
Article 15    The description of the status of issue and private placement of employee stock warrants shall include the following items:
  1. For employee stock warrants issued by the Company but not yet mature, the date of effective registration from the competent authority and the total number of shares; issue date; number of units issued; number of units still available for issuance; ratio of subscribable shares to total issued shares; subscription period; exercise method; period and ratio in which subscription is restricted; number of shares that have been obtained through exercise of subscription rights; NT dollar amount of the shares subscribed; number of shares that have not been subscribed; subscription price per share of the unsubscribed shares; and ratio of the number of unsubscribed shares to the number of issued and outstanding shares up to the prospectus publication date; and effect on shareholders' equity. (Table 28)
  2. Names and subscription status of managerial officers who have obtained employee stock warrants and of employees who rank among the top ten in terms of the number of shares to which they have subscription rights through employee stock warrants acquired, cumulative to the prospectus publication date. (Table 29)
  3. Status of any private placement of employee stock warrants during the 3 most recent fiscal years up to the prospectus publication date: Shall 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 as entities or individuals and the 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 employee stock warrants, the implementation progress of the plan, and the realization of the benefits of the plan. (Table 30)
Article 16    The description of the status of "new restricted employee shares" shall include the following items:
  1. Dates of effective registration from the competent authority for all new restricted employee shares for which the vesting conditions have not been fully met and the total number of shares; issue date; number of shares issued; number of shares still available for issuance; issue price; vesting conditions; restricted rights; custody status; measures to be taken when vesting conditions are not met; number of shares that have been redeemed or bought back; number of shares in which the restrictions on rights have been released; number of shares in which the restrictions on rights have not been released; and ratio of the number of shares in which the restrictions on rights have not been released to the number of total issued shares and the effect on shareholders' equity. (Table 31)
  2. Names and acquisition status of managerial officers who have acquired new restricted employee shares and of employees who rank among the top ten in the number of new restricted employee shares acquired, cumulative to the prospectus publication date. (Table 32)
Article 17    The description of the status of mergers and acquisitions shall include the following items:
  1. The following particulars shall be disclosed for all merger or acquisition cases in process:
    1. Purpose of the merger or acquisition.
    2. Plan for integration of finances, business, personnel, and information following the merger or acquisition, and anticipated benefits.
    3. Share conversion rates and the basis upon which they were calculated.
    4. Proposed schedule for the merger.
    5. Matters related to the assumption of rights and obligations of the extinguished company (including principles for handling treasury shares and already-issued equity securities).
    6. The basic information of the company to be merged or acquired (including company name, principal lines of business, current products and their uses, or service items).
  2. The following particulars shall be disclosed for all split plans in process:
    1. Purpose of the split.
    2. Estimated value of the operations and assets planned to be assigned to the existing company or new company.
    3. Share conversion rates and the basis upon which they were calculated.
    4. Matters related to assumption by the existing company or new company of rights and obligations of the split company (including principles for handling treasury shares and already-issued equity securities).
Article 18    The following items shall be disclosed for any issue of new shares in connection with any acquisition of shares of another company, where still in process:
  1. Names, quantities, and counterparts of the acquired shares;
  2. Proposed progress schedule;
  3. Share conversion rates and the basis on which they were calculated;
  4. Conditions and restrictions on future transferal of the acquired shares;
  5. If the counterpart of the acquisition of the shares of another company is an affiliated enterprise or related person, the relationship with the affiliated enterprise or related person shall also be specified, as well as the reason for the selection of the affiliated enterprise or related person, and an opinion appraising whether shareholders' equity would be affected;
  6. Share swap cooperation agreement.
 
      Section II Operation Summary
Article 19    The description of the "operation of the company" shall include the following items:
  1. Business content:
    1. Scope of business: Setting forth the main line(s) of business engaged in by the company and its percentage out of the entire company business, company's current products (services), and the new products (services) planned to be developed.
    2. Industry summary: Describing the industry's current condition and development, relations with industries upstream, downstream and at the same level, various trends of product development and competition status.
    3. Technology and research & development summary: Setting forth the technological arrangement in business operations, research & development, personnel involved in research & development and their educational background and employment history, along with their invested research costs each year for the last 5 years and any successfully developed technologies or products.
    4. Long and short term plans for business development.
  2. Summary of market and production/sales
    1. Market analysis: Analyzing the areas/regions of sales (supply) of the company's major products (services), market share, market's future supply/demand conditions and development potential, competitive niche, and the advantageous and disadvantageous factors for future development and policies for dealing with them.
    2. Important use and production process for the major products.
    3. Supply status of the major raw materials.
    4. Description of major gross profit margin changes by each department classification or major product classification for the most recent 2 years: When the gross profit margin fluctuates over 20 percent from the previous year's rate, analysis of the key factors causing the price/volume changes and their impact on the gross profit margin shall be made. For construction companies or companies with construction departments, setting forth an analysis on the estimated recognized income and gross profit for each construction project during the year of registration and the preceding year, and describing whether there are any unusual events involved in the gross profit margin of each construction project and the expected sales for projects that have been completed but not yet sold. (Tables 33, 34)
    5. List of principal suppliers and clients: Setting forth the names of any suppliers (clients) that have supplied (sold) 10 percent or more of the company's procurements (sales) in either of the preceding 2 fiscal years, and the monetary amount and the proportion of such procurements (sales) as a percentage of total procurements (sales), and explaining the reason for any change in the amount; provided however, that Where the company is prohibited by contract from revealing the name of a trading counterpart, or where a trading counterpart is an individual person who is not a related party, a code may be used in place of such trading counterpart's actual name. (Tables 35, 36)
    6. Production for the most recent 2 fiscal years: Setting forth production by volume, production by value, and production capacity for the most recent 2 fiscal years by each department classification or major product classification, and an analysis of any changes. (Table 37)
    7. The sales volume and value for the most recent 2 fiscal years: Setting forth the sales volume and sales value for the most recent 2 fiscal years by each department classification or major product classification, and an analysis of any changes. (Table 38)
  3. Number of employees for the most recent 2 fiscal years: Documenting the employees information for the past 2 fiscal years and up to the prospectus publication date of the current fiscal year. Such information shall be categorized by the nature of the works performed to include the statistics on the number of employees, average age, average years of service and the educational background breakdown. (Table 39)
  4. Information on environmental protection expenditures:
    1. According to laws and regulations if it is required to apply for a permit for installing anti-pollution facilities, or permit of pollution drainage, or to pay anti-pollution fees, or to organize and set up an exclusively responsible unit/office for environmental issues, the description of the status of such applications, payment or establishment shall be made.
    2. Setting forth the company's investment on the major anti-pollution facilities, the use purpose of such facilities and the possible effects to be produced. (Table 40)
    3. Describing the process undertaken by the company on environmental pollution improvement for the most recent 2 fiscal years and up to the prospectus publication date. If there had been any pollution dispute, its handling process shall also be described.
    4. Describing any losses suffered by the company in the most recent 2 fiscal years and up to the prospectus publication date due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in environmental protection inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided.
    5. Explaining the current condition of pollution and the impact of its improvement to the profits, competitive position and capital expenditures of the company, as well as the projected major environment-related capital expenses to be made for the coming 2 fiscal years.
  5. Labor relations:
    1. Setting forth all employee benefits, continuing education, training, retirement systems, and the status of their implementation, as well as the status of agreements between labor and management, and all measures aimed at preserving the rights and interests of employees.
    2. Describing any losses suffered by the company in the most recent 2 fiscal years and up to the prospectus publication date due to labor disputes (including any violations of the Labor Standards Act found in labor inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, the substance of the legal violations, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided.
  6. Cyber security management:
    1. Describe the cyber security risk management framework, cyber security policies, concrete management programs, and investments in resources for cyber security management.
    2. List any losses suffered by the company in the most recent 2 fiscal years and up to the annual report publication date due to significant cyber security incidents, the possible impacts therefrom, and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided.
Article 20    For property, plant and equipment, other real properties, or right-of-use assets therein, the following items shall be recorded:
  1. Self-owned assets:
    1. Setting forth the names, quantities, acquisition dates, acquisition costs, revaluation gains and non-depreciated balance amount of the property, plant and equipment if the acquisition cost is 20 percent or more of the paid-in capital or NT$300 million or more. The use, insurance, encumbrances, and any other restriction of rights with respect to the property, plant and equipment shall also be disclosed. However, in the case of shares issued by a company with no par value or a par value other than NT$10 per share, the calculation of 20 percent of the paid-in capital shall be replaced by 10 percent of the equity attributable to owners of the parent. (Table 41)
    2. Setting forth the names, lot sizes, premises locations, acquisition dates, acquisition costs, revaluation gains, non-depreciated balance amount, published value or house/apartment's appraised value, fair value, and the proposed future disposition or development plans of the idle real properties and the real properties which have been held for 5 fiscal years or more for investment purposes.
    (Table 42)
  2. Right-of-use assets:
    Setting forth the name, quantity, lease period, lessor name, original book value, and balance not yet depreciated of any right-of-use asset underlying lease asset of an amount reaching 20 percent or more of the paid-in capital or NT$300 million or more, and also disclosing insurance information and important stipulations of the lease. (Table 43)
  3. Each factory's current condition and facility productivity ratio for most recent 2 fiscal years. (Tables 44, 45)
Article 21    The section on "investments in other companies" shall include the following items:
  1. A general description of companies that have been invested in, including: The names of the investees, their line(s) of business, the cost of investment associated with the company's investment in the other companies, book value, number of shares held, percentage of stake, net equity value, accounting practices, gain (loss) on investments for the most recent fiscal year, distributed cash dividends, and the number of the company's shares held by the companies in which it has invested. If there is market value available on the re-invested business, such market value information shall also be included. (Table 46)
  2. Consolidated stake: Setting forth the following information of each company invested in: the number of shares held by the company, the number of shares held by the company's directors, supervisors, the personnel whose positions are managerial or higher, and the number of shares invested in a single company which are held by the entities directly or indirectly controlled by the company, and calculating the consolidated shareholding percentage of the above categories. (Table 47)
  3. The status of those subsidiaries of companies listed on the TWSE or the TPEx who held or disposed of shares of this company during the most recent 2 fiscal years and up to the prospectus publication date and the status of the shares pledged, and setting forth the origin of capital and other influences on the company's financial performance and financial condition. (Table 48)
  4. Any occurrences of the situations of Article 185 of the Company Act, or transferring part of the business operation or results of the research and development to a subsidiary during the most recent 2 fiscal years and up to the prospectus publication date, the status of waiving subscription rights to the cash capital increase in the subsidiary company, the name of the subscribing counter party, and the relationship with the company, the directors, supervisors and shareholders who hold more than 10 percent of the outstanding shares, and the number of the subscribed shares shall be disclosed.
    The term "subsidiary," as used in the subparagraphs 3 and 4 of the preceding paragraph, shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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Article 22    The section on "important contracts" shall include all supply/sales contracts, technologies cooperation contracts, construction contracts, long-term loan agreements, and all other important contracts which are likely to impact the investors' rights, whether they are currently effective or have expired in the most recent fiscal year, and shall include the parties, major content, restrictive provisions and the commencement and termination dates of the contracts. (Table 49)
 
      Section III　Issuance Plans and Implementation Status
Article 23    The analysis of the previous cash capital increase, merger or acquisition, issue of new shares in connection with the acquisition of shares of another company, or plan of utilization of capital from issuance of corporate bonds, the following items shall be specified:
  1. Contents of the plan: for the previous cash capital increase, merger or acquisition, issue of new shares in connection with acquisition of shares of another company, or corporate bond issue plan, and, as of the quarter preceding the prospectus publication date, for every preceding cash capital increase, merger or acquisition, issue of new shares in connection with acquisition of shares of another company, or corporate bonds issue plan that has not yet been completed or the actual completion date of which was no more than 3 fiscal years from the date of the registration, a detailed explanation shall be given of the specific content of each such plan, including the content of each and every changed plan, the source of capital and its usage, reasons for the change, the effects before and after the change, the date that the changed plan was proposed to the shareholders meeting, and the date on which the above information was posted to the information disclosure website designated by the FSC shall also be published.
  2. Implementation status: Analyzing, item by item up to the quarter immediately preceding the prospectus publication date, the status of the plans' implementation and the comparison with the originally projected effects based on the purpose of each of the above-mentioned plans. If the implementation progress or effect does not reach the projected target, a concrete explanation on the causes, impact on the shareholders' equity and improvement plans shall be made. If the content of any of the plans referred to in the preceding subparagraph is as set forth in the following sub-subparagraphs, the information set forth herein below shall also be disclosed:
    1. For acquiring or merging with, or taking assignment of, other companies, or expanding or newly constructing property, plant and equipment, compare and describe the property, plant and equipment, operating revenue, operating costs and operating income, etc.
    2. For investments in other companies, the prospectus shall describe the operation status of the company invested in and its impact on the company's investment profit/loss.
    3. For strengthening the operating capital or paying off liabilities, compare and describe the increase and decrease of current assets, current liabilities, total liabilities, interests payments, operating revenues, and the retained earnings per share etc. as well as financial structure analysis.
Article 24    The plan for the current cash capital increase, issuance of corporate bonds, issuance of employee stock warrants, or issuance of new restricted employee shares shall specify the following items:
  1. Sources of capital: Description of whether a cash capital increase or issue of corporate bonds is the capital source for the current plan. If the capital is used to acquire or to invest in other companies, or to expand or newly construct property, plant and equipment, the prospectus shall set forth the total amount of the plan. If the funds from the current offering are insufficient, the fund raising methods and sources shall also be described.
  2. For the current issue of corporate bonds, relevant particulars, the method for raising the bond redemption funds, and the method for custody of the funds, shall be disclosed in accordance with Article 248 of the Company Act. If an FSC approved or recognized credit rating institution has been engaged to conduct a credit rating of the bonds, the prospectus shall set forth the name of the credit rating institution, the date of the rating, and the credit rating results shall also be disclosed. If conversion, exchange, or subscription rights are attached to the bonds, the issuance and conversion, exchange, or subscription rules, possibility of dilution of equity under the terms and conditions of issuance, and effect on shareholder equity shall be disclosed.
  3. For the current issue of preferred shares, the prospectus shall set forth the par value per share, issue price, effect of issuance terms and conditions on preferred share shareholders' equity, possible conditions of dilution, effect on shareholder equity, and items provided under Article 157 of the Company Act shall be disclosed. If conversion or subscription rights are attached to the shares, the prospectus shall set forth the issuance and conversion rules or subscription rules (including enjoyment and assumption, after the compulsory conversion of the original preferred shares, of rights and obligations existing on the original preferred shares before conversion, such as dividends that have not yet been distributed) shall be disclosed.
  4. Where a company listed on the TWSE or the TPEx issues preferred shares that are not to be TWSE listed or TPEx listed, the purpose of issuance, the reason the shares are not to be listed on the TWSE or the TPEx, the effect on the interests of current shareholders and potential investors, and whether there is any plan to apply for TWSE listing or TPEx listing in the future shall be disclosed.
  5. If new shares are issued by a company that has received approval (in accordance with the provisions of Article 5 of the Taipei Exchange Rules Governing Review of Emerging Stocks for Trading on the TPEx) for its shares to be traded on the TPEx, the company shall describe its futures plans for listing its shares on the TWSE or the TPEx.
  6. If employee stock warrants are to be issued, disclose the rules governing the issuance and exercise of employee stock warrants.
  7. If new restricted employee shares are to be issued, disclose the rules governing the issuance of new restricted employee shares.
  8. Explanation of the feasibility, necessity, and reasonableness of the current plan and an analysis of the influence of each type of funding on the dilution of earnings per share for the fiscal year of the company's registration and the following year. For issuance of stock at below par value, the necessity and reasonableness of issuing new shares at a discount shall be explained, as well as the reasons for not using other capital raising methods and the reasonableness thereof, and the amount of offsets against capital reserves or retained earnings.
  9. Explanation of the mechanism for setting the current issue price, conversion price, exchange price, or subscription price.
  10. Capital utilization estimates and possible resulting effects: Explanation of the progress of the capital utilization and the projected resultant effects after the completion of the current plan:
    1. In the case of acquiring other companies or expanding or newly constructing property, plant and equipment, the prospectus shall set forth the projected possible increased production/sales volume, value, cost structure (including total cost and unit cost), changes of profitability, improvement of product quality and other potential effects upon the completion of the current plan shall be described.
    2. In the case of investing in other enterprises, the following items shall be set forth:
      1. The after-tax net profit of the invested company for the most recent 2 fiscal years, purposes of the investment, planned use of the funds and the relatedness of the enterprise's operations to the company's line of business, and the loss/profits from investment and its impact on the company's operations. If 20 percent or more of the investee enterprise's common shares are held, the prospectus shall set forth the projected schedule for fund use by the investee enterprise, the number of years within which the invested funds are to be recovered, the projected effect each fiscal year before recovery of the funds, and its influence on the company's profitability and earnings per share.
      2. If investing in companies where special approval is required, the prospectus shall set forth the status of approval or permission from the competent authority in charge of such special permit enterprises, and whether any terms or conditions attached to the approval or permission have an effect on this offering and issuance of securities.
    3. In the case of replenishing operating capital or paying off liabilities, the following items shall be set forth:
      1. The amount of debt matured annually, repayment plan, status of projected relief of financial burden, current capital utilization status, amount of needed capital and proposed usage plan, and each month's projected schedule of cash receipts and expenditures for the fiscal year of the registration and the coming 1 fiscal year. (Table 50)
      2. The policy for collection of accounts receivable and payment of accounts payable, capital expenditure plan, and the financial leverage and debt ratio (or the self-provided capital and risk capital ratio) for the fiscal year of the registration and the coming 1 fiscal year, and the reasons for paying off liabilities or enriching operating capital.
      3. If the capital increase plan involves paying off liabilities, the prospectus shall set forth the purpose for borrowing funds and the effect achieved in doing so. If the funds were borrowed to purchase a piece of land for construction, or to pay for the costs of a construction project, or to undertake contracted works, the prospectus shall set forth the estimated total amount needed from the purchase of the construction land to the completion of sale of the construction project or the completion of the contracted works, the source of extra capital needed, the capital for each stage of construction and the progress of the construction, the original reason for borrowing funds, and the timing and amounts for recognizing any profits/losses and the anticipated possible effects of such recognition and the status of realization thereof.
      4. In the projected schedule of cash receipts and expenditures, if the total combined amount of any significant capital expenditures and long-term equity investments in the future reaches 60 percent of the amount of the current capital raising plan, the prospectus shall specify the necessity, anticipated sources of funding, and benefits of those expenditures and investments.
    4. In the case of buying a piece of land for construction, or paying the costs of a construction project, or undertaking contracted works, the prospectus shall set forth the estimated total amount needed from the purchase of the construction land to the completion of sale of the construction project or the completion of the contracted works, the source of extra capital needed, the capital for each stage of construction and the progress of the construction, the original reason for borrowing funds, and the timing and amounts for recognizing any profits/losses and the anticipated possible effects of such recognition and the status of realization thereof.
    5. In the case of purchasing an unfinished project and assuming the burden of the seller's unfulfilled contract, the prospectus shall set forth the buyer's reason for the transfer, the basis on which the acquisition price was determined, and the effect of the process of acquisition on the rights and obligations of the parties to the contract.
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Article 25    For the current issue of new shares in connection with acquisition of another company's shares, the following items shall be specified:
  1. Name and quantity of the acquired shares, and counterparty;
  2. Proposed progress schedule;
  3. Share conversion rates and the basis on which they were calculated;
  4. Opinion of an independent professional on the reasonableness of the share conversion rates;
  5. Conditions and restrictions on future transferal of the acquired shares;
  6. Anticipated possible benefits;
  7. If the counterpart of the acquisition of the shares of another company is an affiliated enterprise or related person, the relationship with the affiliated enterprise or related person shall also be specified, as well as the reason for the selection of the affiliated enterprise or related person, and an opinion appraising whether shareholders' equity would be affected;
  8. Share swap cooperation agreement.
Article 26    For the current issue of new shares in connection with acquisition or merger, the following items shall be specified:
  1. Plan content:
    1. Content of the merger or acquisition plan: including the purpose of the merger or acquisition; the integration plan for financial, business, personnel, information, etc. affairs after the merger or acquisition and anticipated benefits; the share conversion ratio and the basis upon which it was calculated; proposed schedule; items that materially affect the share conversion ratio after the public announcement of the merger or acquisition; effects on net value per share and earnings per share; matters related to the assumption of rights and obligations of the extinguished company (including principles for handling treasury shares and already-issued equity securities), and the basic identifying information of the company to be merged or acquired (Table 51).
    2. Content of the split plan: the purpose of the split; estimated value of the operations and assets planned to be assigned to the existing company or new company; share conversion rates and the basis upon which they were calculated; the total number and the types and quantities of the shares to be acquired by the split company or its shareholders; matters related to assumption by the existing company or new company of rights and obligations of the split company (including principles for handling treasury shares and already-issued equity securities); matters related to the reduction, if any, in capital of the split company; anticipated benefits of the split.
  2. Merger or acquisition contract.
  3. Opinion of an independent professional on the reasonableness of the share conversion rate of the merger or acquisition plan.
  4. Any restrictions on future transfer or pledge of new shares issued due to the merger or acquisition.
  5. The projected consolidated balance sheet as of the record date for calculating the share conversion ratio between the merging and merged companies.
  6. Financial reports of the merged company for the most recent 2 fiscal years, audited and attested by a CPA or CPAs. (If the merged company is not a publicly issued company, its financial reports may be audited and attested by a single CPA.)
  7. Minutes of the shareholders meeting of the merged company at which the resolution for merger was passed; however, this restriction shall not apply where any act or regulation provides otherwise.
  8. Summary of the merged company's financial and business conditions:
    1. The main content of the merged company's business operations, current products and their uses or current services, the condition of the supply of the main raw materials, and the sales areas for the main products or services shall be set forth.
    2. Where the merged company is not a public company, if assets listed among the merged company's major assets during the most recent 2 fiscal years or during the current period up to the prospectus publication date are bought/sold in an amount equivalent to 20 percent of the company's paid-in capital, or if such amount reaches 300 million New Taiwan Dollars or more, any endorsements, guarantees, or loans made to other parties shall be set forth. However, in the case of shares issued by a company with no par value or a par value other than NT$10 per share, the calculation of 20 percent of the paid-in capital shall be replaced by 10 percent of the equity attributable to owners of the parent. (Tables 52 to 54)
    3. In accordance with Article 21, subparagraph 1, a summary of the merged company's investments in other companies shall be set forth.
    4. In accordance with Article 22, important contracts signed by the merged company shall be set forth and the effect on the company's financial and business conditions after the merger shall be described.
    5. In accordance with subparagraph 2 of Article 9, major litigation, non-litigation, and administrative disputes of the merged company and related companies shall be set forth and the effect on the company's financial and business conditions after the merger shall be described.
    6. If the merged company is a construction company or has a construction department, the estimated income and gross profit for each construction project during the fiscal year of registration and the preceding fiscal year shall be set forth, and the estimated sales of completed but not yet sold projects shall be described.
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      Section IV Financial Summary
Article 27    The section on "summary financial data for the most recent 5 fiscal years" shall include the following items:
  1. Condensed balance sheet and statement of comprehensive income: Setting forth the condensed balance sheet and statement of comprehensive income information for the most recent 5 fiscal years. TWSE listed and TPEx listed companies shall also set forth the condensed balance sheet and statement of comprehensive income information up to the quarter immediately preceding the prospectus publication date. For those who have been notified by the FSC to revise their financial information, all the figures/numbers used shall be the revised ones, and the status and reasons for such revision shall be noted. Those who are notified by FSC to make the corrections by themselves shall make note of the status and reasons for the corrections. (Table 55)
  2. Matters of material significance which affected the comparability of the above-mentioned condensed financial statements, such as accounting changes, corporate mergers, or suspension of work in the operating departments etc., and the impact of these events on the then current financial reports.
  3. The names and auditor's opinions of the attesting CPA for the most recent 5 fiscal years:
    1. Setting forth the names and audited opinions of the attesting CPA for the most recent 5 fiscal years. Except for those audited reports with an unqualified opinion, the contents of the opinion shall be fully described.
    2. If there was change/replacement of the CPA within the most recent 5 fiscal years, explanation made by the company's previous and current CPA over the causes for such change/replacement shall be set forth.
  4. Financial analysis: Consolidated analysis of the financial data for the most recent 5 fiscal years shall be made. TWSE listed and TPEx listed companies shall include in such analysis the then current financial data up to and until the quarter immediately preceding the prospectus publication date. The financial analysis shall at least include the below-listed items, and explanations shall be given of the causes of changes in the financial ratios for the preceding 2 fiscal years. (Table 56)
    1. Financial structure: a. Ratio of liabilities to assets. b. Ratio of long-term capital to property, plant and equipment.
    2. Debt service ability:
      1. Current ratio.
      2. Quick ratio.
      3. Interest coverage folds.
    3. Operating ability:
      1. Account receivables' turnover rate.
      2. Average days for cash receipts.
      3. Inventory's turnover rate.
      4. Payables turnover rate.
      5. Average days for sale of goods.
      6. Turnover rate for property, plant and equipment.
    4. Total assets' turnover rate.
    5. Profitability:
      1. Assets return ratio.
      2. Equity return ratio.
      3. Net profit ratio.
      4. Earning per share.
    6. Cash flow:
      1. Cash flow ratio.
      2. Cash flow sufficiency ratio.
      3. Cash re-investment rate.
    7. Leverage
      1. Operational leverage.
      2. Financial leverage.
  5. Description of major variations of accounting items: Comparing the most recent 2 fiscal years' accounting items in the balance sheets and statements of comprehensive income; if there is a 10 percent or more variation in the monetary amounts, and if such sum has reached 1 percent of the total assets value of the then current fiscal year, a detailed analysis of the causes for such changes shall be made. (Table 54)
Article 28The section on "financial reports" shall include the following items:
1. The annual financial reports and CPA audit reports for the 2 fiscal years preceding the time when the issuer registered the offering and issuance of securities, and the financial reports that have duly been publicly announced and reported for the most recent quarter shall additionally be included.
2. The issuer's annual parent company only financial reports for the most recent 2 fiscal years, audited and attested by a CPA, but not including the statements of major accounting items.
3. During the period after the issuer has registered the offering and issuance of securities and until the prospectus publication date, if there exists any financial report or parent company only financial report for the most recent period that has been audited and attested or reviewed by a CPA, such report shall also be disclosed.
In the case of an issuer that files for registration of an initial public offering under Article 66, paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers for purposes of its application for listing and trading on the TWSE TIB or for Emerging Stock registration and trading on the TPEx, with respect to the annual financial reports under subparagraphs 1 and 2 of the preceding paragraph, the issuer may submit the financial report for the most recent fiscal year.		 Info
Article 29    The section on "financial summary and other important matters" shall include the following items:
  1. If the company or an affiliated enterprise has encountered any financial difficulties in the most recent 2 fiscal years or during the current fiscal year up to the prospectus publication date, the impact on the company's financial condition shall be set forth.
  2. If any of the events in Article 185 of the Company Act has occurred within the most recent 2 fiscal years or up to the prospectus publication date, the following items shall be disclosed:
    1. The cost, payment terms, conditions of payment, and long-range development perspective of accepting transfer (assumption) of business (assets).
    2. After accepting transfer (assumption) of a portion of the other company's operations and research & development results, the current and future operating plan and the effect on the company's research & development, technology, sales profitability and productivity.
  3. Subsequent events: During the period after the CPA has issued the audit report for the most recent fiscal year or audit or review report for the most recent period and until the prospectus publication date, if any matter of material significance occurs which is likely to impact the financial condition and financial performance, it shall be properly disclosed and its impact explained.
  4. Other matters.
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Article 30    The section providing review and analysis of financial condition and financial performance shall describe the following:
  1. Financial condition: The prospectus shall explain the reason for, and impact of, any material change over the most recent 2 fiscal years in the company's assets, liabilities, or equity. Where the impact is of material significance, the prospectus shall further describe how the company plans to respond.
  2. Financial performance: The prospectus shall: (1) explain the reasons for any material changes over the most recent 2 fiscal years in operating revenue, operating income, and income before tax; (2) forecast the company's expected sales volume and provide the basis for the forecast; and (3) describe the possible impact of such changes upon the company's financial and business affairs, and how the company plans to respond.
  3. Cash flows: The prospectus shall: (1) analyze and explain any changes over the most recent fiscal year in the company's cash flows; (2) describe how the company plans to address any illiquidity problems; and (3) provide an analysis of the company's cash liquidity for the coming fiscal year.
  4. The impact of any material capital expenditures over the most recent fiscal year upon the company's financial and operating condition;
  5. The company's policy for the most recent fiscal year on investments in other companies, the main reasons for profit/losses resulting therefrom, plans for improvement, and investment plans for the coming fiscal year;
  6. Other important matters.
 
      Section V Special Items to be Included
Article 31    The section on "special items to be included" shall set forth the important contents of the registration statement, including:
  1. Summary of the internal control system: The prospectus shall set forth the CPA's suggestions for improving the internal control system and improvements to major flaws discovered through internal auditing in the most recent 3 fiscal years, and shall also disclose the following items:
    1. Internal control statement.
    2. Where the company has retained CPAs to exclusively review its internal control systems, the prospectus shall set forth the reason for doing so, the CPAs' review opinions, measures the company has taken for improvement, and the condition of improvement on lacking items.
  2. Those who have retained an FSC-approved or -recognized credit rating institution to conduct a credit rating/evaluation shall disclose the credit rating/evaluation report issued by the credit rating institution.
  3. Summary opinion from the securities underwriter's assessment.
  4. Attorney's legal opinion.
  5. Summary opinion stated in the case checklist schedule written by the issuer and reviewed by a CPA.
  6. The improvement status of the items notified to be corrected, if at the time the company registered (or applied for approval of) the previous offering and issuance of securities the FSC had notified it to make self-correction on certain items.
  7. The items notified to be further disclosed, if at the time the company registered the current offering and issuance of securities the FSC had notified it to make supplemental disclosure on certain items.
  8. The statement or undertakings disclosed in the prospectus by the company at the initial public offering for its listing on the TWSE or TPEx, or in its previous registration (application) for offering and issuance of securities, or the registration (application) for any offering and issuance of securities in the most recent 3 fiscal years, and the current state of fulfillment.
  9. The major content of any dissenting opinion of any director or supervisor regarding any material resolution passed by the board of directors, where there is a record or written statement of such opinion, for the most recent fiscal year and up to the prospectus publication date.
  10. If there has been any legal penalty against the company or its internal personnel, or any disciplinary penalty by the company against its internal personnel for violation of the internal control system, during the most recent fiscal year or during the current fiscal year up to the prospectus publication date, where the result of such penalty could have a material effect on shareholder equity or securities prices, the prospectus shall disclose the penalty, the main shortcomings, and the condition of improvement.
  11. The statement issued by the securities underwriter, the issuer, and the issuer's directors, supervisors, general manager, financial or accounting officer, and the managerial officers involved in the current registration for public offering and issuance of securities, specifying that no underwriting related fees will be refunded or collected.
  12. For a case that involves the issuer conducting a cash capital increase or an offering of corporate bonds with equity characteristics and adopting book building and public underwriting, the statement issued by the securities underwriter and issuer, specifying that allocation to related parties and insiders is prohibited.
  13. Other necessary items to be supplemented and explained.
    If the issuer, in consideration of the nature of the business engaged in, has retained experts with special professional knowledge and experience in technical, operational, or financial areas to undertake an analytical comparison of the issuer's current business operational status against the future development after the current issuance of securities, and to provide an opinion regarding said issuance, the evaluation and opinion of such experts shall be disclosed.
Article 32    A company listed on the TWSE or the TPEx shall record the following matters relating to the state of its implementation of corporate governance:
  1. The state of operations of the board of directors: Number of meetings; attendance rate of each director; an evaluation of targets for strengthening of the functions of the board during the current and immediately preceding fiscal years, and measures taken toward achievement thereof; and any other matters that require reporting. (Table 58)
  2. The state of operations of the audit committee or the state of participation in board meetings by the supervisors: Number of meetings; rate of attendance (or of attendance as a non-voting participant) of each independent director or supervisor; and any other matters that require reporting. (Table 59, Table 60)
  3. The state of the company's implementation of corporate governance, any deviation of such implementation from the Corporate Governance Best-Practice Principles for TSEC/TPEx Listed Companies, and the reason for any such deviation. (Table 61)
  4. If the company has a compensation committee or nomination committee in place, the composition and operation thereof shall be disclosed. (Table 62)
  5. The state of the company's promotion of sustainable development, any deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such deviation (Table 63); a company that meets certain conditions shall disclose climate-related information (Table 63-1).
  6. The state of the company's performance in the area of ethical corporate management, any deviation from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such deviation. (Table 64)
  7. If the company has adopted corporate governance best-practice principles or related bylaws, it shall disclose how these are to be searched.
  8. A summary of resignations and dismissals, during the most recent fiscal year and up to the prospectus publication date, of the company's chairperson of the board of directors, general manager, chief accounting officer, chief financial officer, chief internal audit officer, chief corporate governance officer, and chief research and development officer. (Table 65)
  9. Any other material information that would afford a better understanding of the status of the company's implementation of corporate governance may also be disclosed.
    The provisions of the preceding paragraph shall also apply to any securities firm, securities investment trust enterprise, securities investment consulting enterprise, or futures commission merchant that is a public company.
    The certain conditions mentioned in paragraph 1, subparagraph 5 shall be prescribed by the FSC.
 
      Section VI Important Resolutions
Article 33    The section on "important resolutions" shall include resolutions relevant to the current issuance of securities (including a comparison chart on the newly amended and the old clauses of the articles of incorporation and a profit distribution schedule).