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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 V Supplementary Provisions
      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.