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Chapter Content

Title:

Regulations Governing Information to be Published in Financial Institution Prospectuses for Offering and Issuance of Securities  CH

Amended Date: 2020.03.24 
   Chapter 2 Content
      Section 1 Company Overview
Article 8The "brief company profile" shall include the following items:
1.Date of incorporation.
2.Addresses and telephone numbers of the head office and branches.
3.Company history: This section shall, with respect to the most recent five fiscal years as well as the current fiscal year up to the date of publication of the prospectus, include information on any merger and acquisition activities, purchase of important real properties, launch of new financial products, instances where a significant number of shares belonging to a director, supervisor, or 1 percent or greater major shareholder has been transferred or has otherwise changed hands, any change in managerial control, and any other important matters that could affect investors' interests. This section shall further explain how the above matters will affect the company. If there is information related to earlier fiscal years that can help provide a significantly clearer understanding of the company's situation, such information shall also be included in the prospectus.
Article 9The section on risks shall set forth the following information:
1.Drivers of risk: The prospectus shall analyze and evaluate the following matters during the preceding fiscal year and in the current fiscal year up to the date of the publication of the prospectus:
A.External drivers of risk:
a.Effect upon the company's financial and business affairs of changes in important government policies, laws, and financial accounting standards at home and abroad, as well as response measures being or to be taken.
b.Effect of changes in the financial and business climate at home and abroad upon the company's financial and business affairs, as well as response measures being or to be taken.
c.Effect of changes in market competition at home and abroad upon the company's financial and business affairs, as well as response measures being or to be taken.
d.Effect of changes in real estate market price levels upon the value of mortgage collateral and the quality of credit assets, as well as response measures being or to be taken.
e.Effect of differences between laws and regulations at home and abroad upon the current offering and issuance of securities.
B.Drivers of operational risk:
a.Organizational framework and policies for risk management.
b.Methods for measuring and controlling risks, and exposure quantification information.
c.Asset quality: With respect to the most recent two fiscal years, provide the dollar amount of non-performing credit, credit risk concentrations, a maturity analysis of assets and liabilities, and sensitivity to market risk. (Attachments 2 to 5)
d.Research and development plans for the future, and expenditures expected for research and development work.
e.Effect of the company's investment activities on its financial and business affairs.
f.Expected benefits and risks associated with any expansion of business locations, and any response measures being or to be taken.
g.Risks associated with any concentration of business, and response measures being or to be taken.
h.Effect of possible material changes expected in the company's principal businesses (including types of business, transaction volume, and revenues), and mitigation measures being or to be taken.
i.Effect upon and risk to the company associated with any change in managerial control, and response measures being or to be taken.
j.Effect upon and risk to the company if a large quantity of shareholding of a director, supervisor, or 1 percent or greater shareholder in the company were to be transferred or otherwise change hands, and measures to be adopted in response.
k.Expected benefits of any mergers or acquisitions, as well as possible risks and any response measures being or to be taken.
l.Effect of employee infidelity or errors upon the company's financial and business affairs, as well as response measures being or to be taken.
m.Effect of damage to information systems upon the company's financial and business affairs, as well as response measures being or to be taken.
n.Effect of financial holding company group business operations upon the company's financial and business affairs, as well as response measures being or to be taken.
C.Other drivers of risk:
a.Current credit rating and changes therein over the preceding two fiscal years.
b.Effect of any change to corporate image upon the company, as well as response measures being or to be taken.
c.Other important risks and any response measures being or to be taken.
2.Litigious and non-litigious matters:
A.For litigious or non-litigious proceedings or administrative disputes involving the company with respect to which a judgment has become final and unappealable in the most recent two fiscal years or in the current year up to the date of publication of the prospectus, and for any such matter still pending, if the outcome could materially impact shareholders' equity or the prices of the company's securities, the prospectus shall list the facts of the dispute, amount of money at stake in the dispute, the date of commencement of proceedings, the main parties to the dispute, and current status of the dispute's handling.
B.For litigious or non-litigious proceedings or administrative disputes involving a company director, supervisor, the general manager, a de facto responsible person, a 1 percent or greater major shareholder, or a controlled company, if a judgment has become final and unappealable in the most recent two fiscal years or in the current year up to the date of publication of the prospectus, or if such a matter is still pending, if the outcome could materially impact shareholders' equity or the prices of the company's securities, the information to be disclosed shall be the same as that set forth in the preceding item.
C.Where any of the situations set out under Article 157 of the Securities and Exchange Act has occurred with respect to a company director, supervisor, managerial officer, or 10 percent or greater major shareholder within the preceding two fiscal years, or in the current year up to the date of publication of the prospectus, the prospectus shall indicate that fact and describe the current status of the company's handling of the matter.
3.If a company director, supervisor, managerial officer, or 1 percent or greater major shareholder or more has experienced financial difficulties or loss of creditworthiness in the most recent two fiscal years, or in the current year up to the date of publication of the prospectus, the prospectus shall indicate the impact on the company's financial status.
4.Other matters of important significance.
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Article 10The section on company organization shall set forth the following information:
1. Organizational system: Show the company's structure and the tasks of its principal departments.
2. Diagram of affiliated enterprises: Show the relationships between the company and its affiliated enterprises, their mutual shareholding, and share amounts, and their actual investment amounts.
3. The following information on the general manager, assistant general managers, deputy assistant general managers, and the supervisors of departments and branches: (Attachment 6)
A. Name, sex/gender, nationality, work experience (academic qualifications), and any shareholdings and the nature thereof: Set forth each person's name, principal work experience (academic qualifications), any positions concurrently held in other companies, job commencement date, the number of shares held by the person, his or her spouse, or minor children, shares held under the name of another party, and any holdings of employee stock warrants.
B. For any such person who is the spouse of, or related within the second degree of kinship to, the general manager, an assistant general manager, or a deputy assistant general manager, set forth the job title and name of the general manager, assistant general manager, or deputy assistant general manager to whom he or she is related, and further indicate the nature of the relationship.
C. 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:
A. Name, sex/gender, nationality or place of registration, work experience (academic qualifications), any shareholdings and the nature thereof: Set forth each person's name, principal work experience (academic qualifications), any position(s) concurrently held in this and/or other companies, appointment date, term of appointment, date of first appointment, number of shares held at the time of appointment and presently by the person, his or her spouse, and minor children, shares held under the name of another party, and the person's professional expertise. If the person is the representative of a corporate shareholder, indicate the name of the corporate shareholder, and the names of the 10 largest shareholders in terms of their shares, and their shareholding ratio. If any of those 10 largest shareholders is a corporate shareholder, indicate the name of the corporate shareholder and the names of its 10 largest shareholders and their shareholding ratio. (Attachment 7, Attachment 7-1)
B. If the person is the spouse of, or related within the second degree of kinship to, another officer, director, or supervisor, set forth the job title and name of the other person and specify the relationship. (Attachment 7)
C. 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. (Attachment 7)
5. Chairmen of the board and general managers rehired as consultant after retiring from the company or its affiliate enterprises: Name, sex/gender, nationality, title of position, employer and title before retirement, retirement date, date of the consultant appointment, hiring purpose, segregation of authority and duties. (Attachment 8)
6. Promoters:
A. For companies established for less than one year, relevant information on promoters who are among the top fifty of the company shareholders shall be disclosed in accordance with the previous subparagraph.
B. For companies established for less than three years, disclosure shall be made, where all the important transactions (including property transactions and financing of funds, but excluding business transactions) between the promoters or their related/affiliated persons and the company since incorporation 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 or his/her related person, if the promoter or the related person bought the properties less than two years before selling them, the promoter or the related person's purchasing costs shall also be explained.
7. Remuneration paid to directors, supervisors, general manager, vice president, assistant vice president, and consultant(s) for the most recent fiscal year: (Attachment 8, Attachment 9, and Attachment 10)
A. 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.
B. If any of the following applies to the company, it shall disclose the remuneration paid to each individual director, supervisor, general manager, and consultant:
a. The bank's average non-performing loan ratio in the fourth quarter of the most recent year exceeds 5 percent; the bills finance company's average non-performing credit ratio in the fourth quarter of the most recent year exceeds 5 percent.
b. The bank, bills finance company, or financial holding company's most recent capital adequacy ratio, whether unaudited, CPA-reviewed, or adjusted following FSC examination, is lower than the minimum requirement provided by relevant laws and regulations governing capital adequacy for each industry.
c. 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. The preceding provision does not apply if the parent company only or individual financial reports for the most recent year reports after-tax net profit, which is sufficient to make up the accumulated deficit.
d. The company is required by the FSC to increase capital, but has not completed the capital increase according to the capital increase plan.
C. If the director and supervisor shareholding percentage is insufficient for 3 consecutive months or longer during the most recent year, the remuneration paid to each of the directors and supervisors shall be disclosed.
D. If the average ratio of share pledging by directors and supervisors is in excess of 50 percent in any 3 months during the most recent year, the remuneration paid to each of the directors and supervisors having a ratio of pledged shares in excess of 50 percent for each such month shall be disclosed.
E. If the remuneration to directors and supervisors paid by all companies included in the financial report to directors and supervisors exceeds 2 percent of net income after tax, and the remuneration received by individual directors or supervisors exceeds NT$15,000,000, the remuneration paid to such individual directors or supervisors shall be disclosed.
F. Where a company listed on the TWSE or the TPEx is ranked in the lowest tier 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, it shall disclose the remuneration paid to each individual director and supervisor.
G. Where the average annual salary of the full-time non-supervisory employees in a TWSE or TPEx listed company is less than NT$500,000, it shall disclose the remuneration paid to each individual director and supervisor.
H. If the circumstance in sub-item "c" of Item B or in Item F 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. (Attachment 9)
I. 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, vice president, and assistant vice president, and describe the policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its linkage to business performance.
The term "affiliated enterprises" in Subparagraphs 2 and 5 of the preceding paragraph refers to those conforming with Article 369-1 of the Company Act.
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Article 11The section on capital and shares shall set forth the following information:
1.Classes of shares: Indicate the classes of the company's issued shares. (Attachment 11)
2.Formation of capital:
A.Indicate how the company's capital has changed over the most recent five fiscal years and during the current year up to the date of publication of the prospectus. If paid-in capital has increased, note the source(s) of capital, the approval (registration) date for the current capital increase, the reference number of the approval or registration document, and the dollar amount. If shares have been issued at less than par value, such information shall be prominently indicated. Where equity contributions have been made by conversion of monetary claims against the company, or by the contribution of technical know-how required by the company, indicate this fact, and note the class and dollar amount of the shares paid for in this manner.
B.Prominently indicate any instance of private placement, and for any private placement made during the most recent three years or in the current year up to the date of publication of the prospectus further disclose the date on which the private placement was approved at a shareholders meeting and the amount thus approved; the basis for and reasonableness of the pricing; the manner in which the specified persons were selected (where the offerees have already been arranged, the names of the offerees and relationship between the offerees and the company shall also be described); the reasons why the private placement was necessary; the targets of the private placement, their qualifications, subscription amounts, subscription price, relationship with the company, participation in the operations of the company, actual subscription price, the difference between the actual subscription price and the reference price; the effect of the private placement on shareholders' equity; and for the period from receipt of payment in full to the completion of the related capital allocation plan, the status of use of the capital raised through the private placement of common shares, the implementation progress of the plan, and the status of realization of the benefits of the plan.(Attachment 12)
3.Recent dispersion of equity ownership:
A.Shareholder structure: Provide statistics on the ratios between the various types of shareholders. (Attachment 13)
B.Dispersion of equity ownership: Provide a table that groups shareholders according to the number of shares held, and that further indicates the percentage of shares held by each different group. (Attachment 14)
C.List of major shareholders: setting forth the names, number of owned shares and the shareholding percentages of those who own 1 percent or more of the total issued shares, and if those are fewer than 10 shareholders, also disclosing that information for all the shareholders who rank in the top 10 in shareholding percentage. (Attachment 15)
D.Indicate any instance in which a director, supervisor, or principal shareholder has waived pre-emptive rights to new shares in a cash capital increase during the past two fiscal years or in the current year. If a specific related party is contacted for subscription to cash capital increase shares to which pre-emptive rights have been waived, further disclose the related party's name, relationship with the company and its directors, supervisors, and 1 percent or greater shareholders, and the number of shares subscribed. (Attachment 16)
E.Indicate any transfer, pledge, or other change of hands involving the equity interests of a director, supervisor, managerial officer, or 1 percent or greater shareholder during the past two fiscal years or during the current fiscal year up to the date of publication of the prospectus. If the counter party of such transfer or pledge of shares is a related person, the name of such counter party, its relationship with the company, directors, supervisors, managers, and shareholders holding 1 percent or more of outstanding shares, and the number of the shares thus acquired or pledged shall also be disclosed. (Attachment 17)
F.Relationship information, if among the 10 largest shareholders any one is a related party, or is the spouse or a relative within the second degree of kinship of another (Attachment 18)
4.Provide share prices for the past two fiscal years, together with the company's net worth per share, earnings per share, dividends per share, and related information: (Attachment 19)
A.Highest, lowest, and average market price per share: Set forth the highest and lowest market prices per common share for each year, and calculate each year's average market price based upon that year's transaction value and transaction volume.
B.Net worth per share: Use the number of issued shares at year end as the basis for calculating two separate figures for net worth per share, one each for pre-distribution and post-distribution shareholder's equity.
C.Earnings per share.
D.Dividends per share: Set forth the cash dividend and stock dividend for each year. If there is any accumulated unpaid dividend, disclose the accumulated unpaid amount.
E.Price-to-earnings ratio.
F.Price-to-dividend ratio.
G.Cash dividend yield.
5.Company's dividend policy and implementation thereof: Disclose the dividend policy set forth in the company's articles of incorporation and what the company plans to distribute (or has distributed) in the current fiscal year.
6.The effect of dividend distributions contemplated for the current fiscal year on the company's operating performance and earnings per share.
7.Compensation of employees, directors and supervisors:
A.Indicate the percentages that the company's articles of incorporation require/allow it to distribute as compensation of employees, directors and supervisors, and the range of allowable distributions of this nature.
B.The basis for estimating the amount of compensation of employees, directors and supervisors, for calculating the number of shares to be distributed as compensation of employees in the form of stock, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
C.Status of compensation distribution as approved by the board of directors:
a.The value of compensation given to employees in the form of cash or stock, and the value of compensation given to directors and supervisors. If there is any discrepancy between such value and the estimated figure for the year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed.
b.The value of compensation given to employees in the form of stock as a percentage of after-tax net income and total employee compensation for the current period.
D.Status and result of compensation distribution reported to the shareholders' meeting.
E.The actual distribution of compensation of employees, directors and supervisors for the previous fiscal year (including the number, dollar amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized compensation of employees, directors and supervisors, additionally the discrepancy, cause, and how it is treated.
8.Repurchase by the company of its own shares: (Attachment 20)
A. Repurchases already completed: The company shall describe, for the 3 most recent fiscal years and the period up to the prospectus publication date, the purpose of the repurchase of its own shares, the period for the repurchase, the price range of the shares to be repurchased that it reported, and the type, number, and monetary amount of the shares already repurchased, the ratio of the number of shares that were repurchased to the planned number of shares to be repurchased, capital adequacy ratio before and after share repurchase, the number of shares that have been canceled and that have been transferred, the cumulative number of its own shares that the company holds, the ratio of the cumulative number of its own shares that it holds to the total number of its issued shares, progress in implementing transfer of repurchased shares to employees and specific steps taken toward that purpose, and any instance in which the company has failed to complete transfer within three years after repurchase and thereby caused the FSC to adopt restrictions.
B. Any repurchase still in progress: The company shall describe the purpose of the repurchase, the type of shares to be repurchased, the ceiling on the total monetary amount of the repurchase, the planned period for the repurchase, and number of shares to be repurchased, and the price range of the shares to be repurchased, and also shall specify, as of the prospectus publication date, the type, number, and monetary amount of the shares already repurchased, and the ratio of the number of shares that were repurchased to the planned number of shares to be repurchased.
Article 12The section on the handling of financial bonds (including offshore financial bonds) shall disclose the following information:
1.For financial bonds already issued but not yet redeemed, indicate the approval date and approval document number of the central competent authority, par value, place of issue, currency, price, total amount, interest rate, term, underwriter, certifying financial institution, the fundraising plan for financial bond redemption, and the method for custody of the funds raised, unpaid balance, paid-in capital, and net worth after final report for the preceding year, whether there is breach of contract or default in the payment of principal/interest, and the ratio of the reported issue amount plus the balance of already issued and outstanding bonds to the net worth after final report of the preceding year. If a rating is made by the credit rating institution approved or recognized by the FSC, the name of such institution, date of rating and rating grade 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' equity caused by the terms of issuance, and the monetary amount already converted, exchanged, or subscribed up to the publication date of the prospectus shall also be disclosed. (Attachment 21)
2.For bonds to mature within one year, the amount of the bonds to mature within the coming one year and the redemption method shall be disclosed.
3.For any issued convertible financial bonds which are convertible to common shares, overseas depositary receipts or any other securities, the issuance date, the conversion price at the time of issue and the method for exercise of the conversion obligation, and the highest and lowest market price and conversion price for the past 2 fiscal years and up to the prospectus publication date of each convertible financial bond, shall be disclosed respectively. (Attachment 22)
4.For any issued exchangeable financial bonds, the issue date, the exchangeable underlyings, the exchange price at the time of issue, the highest and lowest market price and exchange price and the number of the exchanged underlyings held by the company for the past 2 fiscal years and up to the prospectus publication date of each exchangeable financial bond, shall be disclosed respectively. (Attachment 23)
5.For any issued financial bonds with warrants, the issuance date of each financial bond with warrants, the type and number of bonds issued with warrants, the restricted subscription time period, the exercise method, the share subscription price, the number that have not been subscribed, and the ratio of the number that have not been subscribed to the total number of issued shares, up to the prospectus publication date, shall be disclosed respectively. (Attachment 24)
6.Status of any private placement of financial bonds during the 3 most recent fiscal years up to the prospectus publication date: Shall disclose the type of financial bonds; the date on which the private placement was approved at a shareholders or board of directors meeting and the amount approved; the basis for and reasonableness of the pricing; the manner in which the specified persons were selected (if 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 (or conversion) price, the difference between the actual subscription (or 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 financial bonds, the implementation progress of the plan, and the status of realization of the benefits of the plan. (Attachment 25)
Article 13The section on corporate bonds (including offshore 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 -recognized credit rating institution has been engaged to conduct credit rating thereof, the name of the credit rating institution, 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 warrant rights, the relevant matters required to be disclosed shall be as set out in subparagraph 1 of the preceding article. (Attachment 26)
2.Corporate bonds maturing within in one year: The redemption rules and the monetary amount for the corporate bonds to mature in one year shall be disclosed.
3.For any issued convertible corporate bonds which are convertible to common shares, overseas depositary receipts, or any other securities, exchangeable corporate bonds, and corporate bonds with warrants, the relevant matters required to be disclosed shall be as set out in subparagraph 1 of the preceding article. (Attachments 27 to 29)
4.If the company adopts the shelf registration method for the offering and issuance of ordinary corporate bonds, disclose relevant information concerning the projected total issue amount, the already issued total amount, and the balance amount for the shelf registration. (Attachment 30)
5.Status of private placements of corporate bonds in the three most recent years, and in the current fiscal year up to the date of publication of the prospectus: Disclose the types of corporate bonds; dates and quantities passed at a board of directors meeting or shareholders meeting; basis for and reasonableness of the pricing; means of selecting the specified persons (where the placees have already been arranged, the names of the placees and the relationship between the placees and the company shall also be described); the reasons necessitating the private placement; 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 (or conversion) price, the difference between the actual subscription (or 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 shares, the implementation progress of the plan, and the status of realization of the benefits of the plan. (Attachment 31)
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Article 14The section on preferred shares shall include the following information:
1.For any preferred shares that are either outstanding or currently being issued, disclose par value per share, issue price, number of shares, purpose, allocation of the proceeds, any possible dilution of equity or impact of shareholders' equity due to the terms and conditions of issuance, impact upon shareholders' equity, impact of the redemption of preferred shares upon the ratio of regulatory capital to risk-weighted assets, and each of the items set out under Article 157 of the Company Act. Where the shares come attached with conversion, exchange, or warrant rights, disclose the issuance and conversion rules or warrant exercise rules (noting with whom any rights and obligations, such as preferred share dividends not distributed prior to conversion, will vest in the event of forced conversion) as well as the dollar amount of any conversions or warrant exercises made up to the date of publication of the prospectus. (Attachment 32)
2.For previously issued preferred shares with warrants, disclose the issue dates for each issue of preferred shares with warrants, the class and quantity of shares that may be subscribed, the warrant exercise method, exercise price, period of restrictions on warrant exercise, the number of unexercised warrants as of the date of publication of the prospectus, and the ratio at that time of unexercised warrants to total number of issued shares. (Attachment 33)
3.For preferred shares already listed on a stock exchange or traded on an over-the-counter (OTC) market, disclose the highest and lowest market prices during the past two fiscal years or during the current fiscal year up the date of publication of the prospectus.
4.Where an exchange-listed or OTC-listed company issues preferred shares that are not listed on an exchange or OTC market, disclose the purpose of issuance, the reason why the shares are not listed on an exchange or OTC market, impact upon the interests of current and potential investors, and whether there are any plans to list the shares in the future on an exchange or OTC market.
5.For any preferred shares privately placed during the past three fiscal years, and in the current fiscal year up to the prospectus publication date, disclose the class of the preferred shares, the date of approval by the board of directors and the quantity approved, the basis for and reasonableness of the pricing, the manner in which specified persons were selected (where the specified persons have already been arranged, further indicate the company or personal names of placees and their relationship with the company), the reasons why the private placement method 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 status of realization of the benefits of the plan.(Attachment 34)
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Article 15The section on sponsoring of the issuance of overseas depositary receipts shall include the following information:
1.Where the company has sponsored the issuance of overseas depositary receipts that have not yet been redeemed in full, or where the company is currently sponsoring an issue of overseas depositary receipts, include the following information: (Attachment 35)
A.Date of issue, place of issue and trading.
B.Total dollar amount of issue, dollar amount per unit issued, and total number of issued units.
C.The securities represented by the overseas depositary receipts, the source, and the volume.
D.Rights and obligations of holders of the overseas depositary receipts.
E.Trustee, depositary institution, and custodian institution.
F.Balance of overseas depositary receipts not yet redeemed.
G.Method of allocating relevant expenses during issue period and the of the overseas depositary receipts.
H.Material covenants of the depositary agreement and custody agreement.
2.A company that has sponsored the issuance of overseas depositary receipts shall disclose the highest and lowest market prices of the overseas depositary receipts in the most recent two fiscal years or in the current fiscal year up to the date of publication of the prospectus.
3.Where the company has carried out a private placement of overseas depositary receipts in the three most recent years, and in the current fiscal year up to the date of publication of the prospectus, indicate the date on which the placement was approved by a shareholders meeting, the amount thus approved, the basis for and reasonableness of the pricing, the manner in which the specified persons were selected (where the placees have already been arranged, indicate the company or personal names of the placees and their relationship with the company), the reasons necessitating the private placement, the targets of the private placement, their qualifications, subscription amounts, 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 status of realization of the benefits of the plan.(Attachment 36)
Article 16The section on employee stock warrants shall include the following information:
1.For employee stock warrants issued by the company but not yet mature, indicate the following: the date of effective registration with the competent authority; issue date; number of units issued; ratio of subscribable shares to total issued and outstanding shares; warrant exercise period; warrant exercise method; restrictions on the warrant exercise period and exercise ratio; as of the date of publication of the prospectus, the number of shares that have been obtained through exercise of warrant rights, the [New Taiwan] 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 shares; and effect on shareholders' equity. (Attachment 37)
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 date of publication of the prospectus. (Attachment 38)
3.Status of private placements of employee stock warrants in the three most recent fiscal years, and in the current fiscal year up to the date of publication of the prospectus: Disclose the dates and quantities passed at shareholders meetings; basis for and reasonableness of the pricing; means of selecting the specified persons (where the placees have already been arranged, further indicate company and personal the names of the placees and their relationship with the company); the reasons necessitating the private placement; the targets of the private placement, their qualifications, subscription amounts, 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 status of realization of the benefits of the plan. (Attachment 39)
Article 17The section on new restricted employee shares shall include the following information:
1.For all new restricted employee shares under which the vesting conditions have not been fully met; date of effective registration from the competent authority; 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. (Attachment 40)
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 date of publication of the prospectus. (Attachment 41)
Article 18The section on mergers and acquisitions shall include the following information:
1.For all mergers or acquisitions currently pending:
A.Purpose of the merger or acquisition deal.
B.Plan for integration of finances, business, personnel, and information following the merger or acquisition.
C.Share exchange ratio and the basis upon which it was calculated.
D.Proposed schedule.
E.Matters related to the assumption of rights and obligations of the extinguished company (including principles for handling treasury shares and previously issued equity securities)
F.Basic information on the company to be merged or acquired (including company name, its principal lines of business, etc).
2.For all currently pending demerger plans:
A.The purpose of the demerger.
B.Estimated value of the operations and assets planned to be assigned to the existing company or new company.
C.Share exchange ratio and the basis upon which it was calculated.
D.Matters related to assumption by the existing company or new company of rights and obligations of the demerged company (including principles for handling treasury shares and previously issued equity securities).
Article 19Where new shares are to be issued for the purpose of acquiring the shares of another company, disclose the following information:
1.The name and quantity of the shares to be acquired, and from whom.
2.Expected rate of progress.
3.Methods and basis for calculation of the share exchange ratio.
4.Conditions and restrictions on future transfer of the acquired shares.
5.If a party from whom the shares of another company are to be acquired is an affiliated enterprise or related person, further indicate the relationship with the affiliated enterprise or related person as well as the reason for the selection of the affiliated enterprise or related person, and provide an assessment opinion on whether shareholders' equity will not be affected.
6.Share exchange cooperation agreement.