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Chapter Content

Title:

Taipei Exchange Rules Governing Information to be Published in Prospectuses for Applications for Security Token Offerings for Over-the-Counter Trading  CH

Announced Date: 2020.01.20 
   Chapter III Supplementary Provisions
      Section I Company Summary and Risks
Article 7    The section on company organization section shall include the following:
  1. 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: specify 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 acquisition of employee stock warrants.
    2. For any such person who is the spouse of or is related to the general manager or assistant general manager within the second degree of kinship, specify the corporate position and name of, and their relationship to, the general manager or assistant general manager.
  2. Directors and supervisors: (Table 3)
    1. Name, gender, nationality or place of registration, work experience (educational background), amount and nature of shareholdings: specify 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, and professional knowledge they possess. 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 shareholding percentages of each shall be noted. If any of those 10 largest shareholders is a corporate shareholder, the name of that corporate shareholder and the names of its 10 largest shareholders and the shareholding percentages of each shall be noted.
    2. For any director or supervisor who is the spouse of or is related within the second degree of kinship to any other manager, director, or supervisor, specify the corporate position and name of, and their relationship to, the other manager, director, or supervisor shall also be specified.
Article 8    The section on risks shall include the following:
  1. The following risk factors and relevant countermeasures shall be analyzed and evaluated:
    1. Investment risk
      1. The investor may suffer loss if the security tokens in which the investor invests are stolen through hacking.
      2. The investor will not immediately be able to sell the security tokens, and will have to wait until the company issues and delivers the security tokens and begins making price quotations on the trading platform before trading may begin.
      3. When investing in security tokens, there is no guarantee of a return on the investment.
      4. In the trading of security tokens, circumstances such as low liquidity, high price volatility, and halting or termination of trading may occur.
      5. Causes may occur resulting in the termination of trading of the security tokens, in which events, the company will not be obligated to buy the security tokens.
      6. There is risk that the investor may incur tax liabilities from investments in security tokens.
      7. The STO by the issuer has not undergone any substantive examination.
      8. The subscription and trading of security tokens by investors are exempted from the provisions of the Financial Consumer Protection Act and from some provisions of the Securities Investor and Futures Trader Protection Act.
      9. The aggregate trading volume of purchases and sales of any security token on any single business day may not exceed 50 percent of the outstanding quantity of that security token.
      10. Trades and transfers of securities tokens are required to be conducted on the trading platform designated in the STO, and no trades or transfers of those tokens may be conducted off of that trading platform.
    2. The risks of blockchain technology, if used.
      1. There is risk that the blockchain network or the security tokens may be hacked.
      2. There are many known and unknown risks associated with blockchain technology and security tokens.
      3. Major changes can be expected in the development of blockchain technology, and the extent of its acceptance in the market is unpredictable.
    3. Operational risk of the company
      1. Uncertainty exists as to whether the company will be able to continue its operations or generate operating profit in the future.
      2. There is a possibility that the company may experience insufficient working capital, and need to obtain financing from a financial institution.
      3. There is risk that the company may encounter attacks from network hackers or other information security problems.
      4. The risk that the STO will not meet its funding target, impacting the implementation of the capital application plan, and countermeasures to be adopted.
      5. The risk that the company will be unable to complete the plan due to impact from internal or external factors, and countermeasures to be adopted.
    4. Industry risk
      1. Intellectual property risks that the company may encounter.
      2. Risk that the offering and trading of the security tokens may be subject to regulation or restrictions under the supervisory laws of Taiwan or other countries.
      3. Risks arising from changes in the political or economic environment.
    5. Other material risks.
  2. Litigious and non-litigious matters:
    1. If there has been or may possibly be any material impact on shareholders' equity or the prices of the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving the company that was finalized or pending during the most recent 2 fiscal years or during the current fiscal year up to the printing date of the prospectus, the prospectus shall disclose the facts in dispute, amount in dispute, litigation commencement date, main parties involved, and current status of the case.
    2. If there has been or may possibly be any material impact on shareholders' equity or the prices of 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, major shareholder with a stake of more than 10 percent, or subsidiary company, and the matter was finalized or remained pending during the most recent 2 fiscal years or during the current fiscal year up to the printing date of the prospectus, the prospectus shall disclose the same information set forth in item A. hereinabove.
  3. If a company director, supervisor, general manager, or a major shareholder with a stake of more than 10 percent has experienced financial difficulties or a loss in creditworthiness within the most recent 2 fiscal years or during the current fiscal year up to the printing date of the prospectus, the prospectus shall note the effect on the company's financial status.
  4. The prospectus shall note any other important matters.