Chapter I General Provisions
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| Article 1 | These Criteria are prescribed according to Paragraph 2 of Article 30 of the Securities and Exchange Law (hereinafter "the Law"). |
| Article 2 | The basic principles for preparing a prospectus are as follows:
1. The content of the prospectus must be truthful and precise. The wordings and descriptions shall be easy to understand. No false information or omission is allowed therein.
2. The content of the prospectus must be timely updated. All the transactions or other events occurred before the printing of the prospectus which are sufficient to affect interested parties' judgment shall be disclosed. |
| Article 3 | The common stock code shall be printed in the upper right corner of the cover of the prospectus, and the following items shall be printed on the front cover in sequential order:
1. The name and seal of the company.
2. The purpose of preparing this prospectus is for the issuance of the following securities:
(1) Issuance of New Shares: the source of this new issue, types of new shares, number of shares, amount, conditions of the issue, the public underwriting ratio, manners of underwriting and sale allocation; if there are specially agreed conditions for preferred (special) shares, the referenced page number shall be separately noted.
(2) Issuance of corporate bonds: types, amount, interest rate, conditions of issue, the public underwriting ratio, manner of underwriting and sales allocation. If there are conversion, exchange, or options features, the referenced page number shall be separately noted..
(3) Others.
3. Summary of the purpose of the capital application plan and the projected possible effect thus created. Referenced page number shall also be noted.
4. The following wordings shall be printed in a conspicuous manner:
(1) The approval (effective registration) of the securities may not be used to advertise the verification of the application (registration ) items or the guarantee of the value of the securities.
(2) If this prospectus contains false or omitted information, the issuer and its responsible person and all other persons who sign or place their seal on the prospectus shall be held liable in accordance with laws.
5. Publication date.
When there is a change in the common stock code referred to in the preceding paragraph, the original code and the new code shall both be printed during the year of the change and for two succeeding years afterwards.
When there is a change in the company name referred to in Paragraph 1, the original name and the new name shall be printed together in juxtaposition during the year of the change and for two succeeding years afterwards.
The prospectus prepared for the application (registration) for public offer and/or issue of securities shall note in its front cover that it is a draft version for such application (registration) purpose.
If stabilization operation is proposed to be adopted for capital increase for cash in accordance with the relevant regulations, the following statement shall also be noted in the prospectus' front cover in a conspicuous type print: "To deal with the price fluctuation of the stock market, the underwriter may proceed with the stabilization operation regarding the issued shares of the current right issue if necessary."
Where an issuer is reporting (applying for) an issue of shares at below par value, it shall also note in a prominent font on the prospectus cover that the company is issuing the new shares at a discount.
Where new shares are issued upon merger or acquisition (including merger, acquisition, or split) or acquisition of another company's shares, if there are any restrictions on transfer or pledge of the issued shares, such restrictions shall be noted in a prominent font on the cover of the prospectus.
For cases of public offerings by companies whose shares are neither listed on the stock exchange (hereinafter, are "unlisted") nor traded on the over-the-counter (OTC) market, the following statement shall also be noted on the prospectus' front cover in a prominent font: "The shares are not listed in the stock exchange or traded in the OTC market." |
| Article 4 | The inside cover of the prospectus shall be printed the following items relevant to the current issue in sequential order:
1. Sources of the paid-in capital before the current issue, including capital increase for cash, recapitalization of retained earnings, recapitalization of capital reserve, capital increase because of merger, and other sources of funds, and the respective ratio thereof compared with the paid-in capital amount.
2. The prospectus distribution plan: describing the places for displaying the prospectus, ways of distribution, and methods for requesting and obtaining the prospectus.
3. Name, address, website URL, and telephone number of the securities underwriter.
4. Name, address, website URL, and telephone number of the corporate bond guarantor institution.
5. Name, address, website URL, and telephone number of the corporate bond trustee.
6. Name, address, website URL, and telephone number of the stock or corporate bond certification institution.
7. Name, address, website URL, and telephone number of the entity handling shares transfer and recordation.
8. Name, address, website URL, and telephone number of the credit rating institution;
9. Firm names, addresses, website URLs, telephone numbers, and the names of the certifying lawyer and certified public accountant for the corporate bonds.
10. Firm name, address, , website URL, telephone number, and the name of the certifying certified public accountant for the most recent year's financial report.
11. Name, title, contact telephone number and e-mail address of the spokesperson and the deputy spokesperson.
12. Company's website. |
| Article 5 | The back cover of the prospectus shall be signed or sealed by a majority of the directors and the president of the Company. When processing securities underwriting according to the regulations, the securities underwriter and its responsible person shall sign or seal the part for which they are responsible in the prospectus. |
| Article 6 | Unless otherwise provided in Chapter III, the content of a prospectus shall include the following items:
1. Company Summary: Including brief description of the Company, Company organization, capital and shares, status of issuance of preferred shares, financial bonds, corporate bonds, global depositary receipts, employee stock option certificates, mergers and acquisitions, and assignments of shares from other companies.
2. Operation Summary: Including the operation of the Company, fixed assets and other real properties, re-invested business, important contracts and any other items required to be described or supplemented.
3. Stock issuance plan and implementation: Including analysis of the fund application plan for the previous capital increase for cash, merger or acquisition, assignment of another company's shares, or issue of corporate bonds; analysis of the fund application plan for the current capital increase for cash or issue of corporate bonds; and status of the current issue of new shares due to assignment of another company's shares, or current issue of new shares due to merger or acquisition..
4. Financial Summary: Including the summarized financial data for the most recent 5 years, financial statements, summarized financial status, and other important matters and information.
5. Special Items to be Included.
6. Important Resolutions, Articles of Incorporation and Relevant Laws and Regulations. |
| Article 7 | The items required in a prospectus under these Criteria shall all be included plus that it shall also contain an index, page references and summary (Schedule 1). If any required information is unavailable or is approved to be omitted, "None" or "N/A" shall be marked following that item. For a financial holding company, it shall additionally include a summary table for each subsidiary, to include the company name, address, telephone number, principle products, market structure, the proportion of shares in the company held by the holding company, operating revenues for the most recent two years, profitability status, and the proportion of its operating revenues relative to the operating revenues of the holding company.
If noting of any required information would be repeated, such information may be noted just at one item/place. The referenced page shall be noted at all other items/places. |
Chapter II Content
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Section I Company Summary
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| Article 8 | The "brief company description" shall include the following items:
1. Date of Incorporation and date of beginning of operation.
2. Addresses and telephone numbers of the head office and branches.
3. Company history: disclosure of purchase of important real properties, introduction/offering of new financial products, significant number of shares transfer by or changes of directors, supervisors or major shareholders holding 1% or more of shares, changes of management control, status of mergers or acquisitions, and any other important incidents the occurrence of which are likely to affect investors' interests and the influence thereof to the Company, for the most recent five years and up to the prospectus' publication date. 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 "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, mutual shareholding, shares, and actual investment amounts.
3. President, Senior Vice President, Vice Presidents, and the chiefs of each department and branch organization: (Schedule 2)
(1) Name, work experience (educational background), shareholding and nature: setting forth the name, major work experiences (educational background), position concurrently held with other companies, job commencement date, and number of shares held by him/herself, spouse, relatives within the 2nd degree, and the entity whose responsible person being him/herself or his/her spouse.
(2) For those who are the spouses or are related to the president, senior vice president or vice presidents within the 2nd degree, they shall also set forth the corporate position, and name of and relationship to the president, senior vice president or vice presidents.
4. Directors and Supervisors: (Schedule 3; Schedule 4)
(1) Name, work experience (educational background), shareholding and nature: setting forth the name, major work experiences (educational background), position concurrently held with this and other companies, appointment date, term, number of shares held at the time of appointment and presently by him/herself, spouse, relatives within the 2nd degree, and the entity whose responsible person being him/herself or his/her spouse. In the case of the representative of a corporate shareholder, the name of the corporate shareholder, and the names of the shareholders who hold more than 10% of the shares of such corporate shareholder or the top 10 shareholders in terms of their shares shall be indicated.
(2) For those who are the spouses or are related to other managers, the directors or supervisors within the 2nd degree, they shall also set forth the corporate position, and name of and relationship to those other managers, the directors or supervisors.
(3) Whether the directors and supervisors have five years or more experience in business, law, finance, or areas required by the company, and whether any of the following conditions exist:
(A) They are not an employee of the company or an employee, director, or supervisor of any of its affiliated enterprises.
(B) They do not directly or indirectly hold one percent or more of the company's total outstanding issued shares nor are they among the top 10 natural person shareholders.
(C) They are neither the spouse of a person in either of the two preceding categories nor their direct relation within the second degree of kinship.
(D) They are neither a director, supervisor, nor employee of an institutional shareholder that directly or indirectly holds five percent or more of the total outstanding issued shares of the company or that is among the top five institutional shareholders of the company.
(E) They are neither a director, supervisor, manager, or holder of five percent or more of the shares of a specific company that has financial or business dealings with the company.
(F) They are not a professional, a sole proprietorship, partnership, or owner, partner, director, supervisor, or manager of a company, institution, or organization that has provided financial, business, or legal or consulting services to the company or an affiliated enterprise of the same within the past year nor the spouse of such a person. 5. Promoters:
(1) For companies established for less than one year, relevant information of promoters whose shareholding percentage is among the top fifty of the Company shareholders shall be disclosed as pursuant to the previous provision.
(2) For companies established for less than three years, disclosure shall be made according to the provisions under No. 6 of the ROC Statements of Financial Accounting Standards, where all the important transactions (including property transactions and financing of funds) 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 out, the promoter or the related person's purchasing costs shall also be explained.
6. Remuneration to Directors, Supervisors, President, Senior Vice President and Vice Presidents:
(1) Remuneration and transportation allowances paid to each director and supervisor for the most recent fiscal year; if a director concurrently holds a managerial position, his remuneration shall be respectively disclosed pursuant to his titles/positions.
(2) The total sum of the compensation, rewards, special allowance and bonus paid to the president, senior vice president and vice presidents for the most recent fiscal year.
(3) For remuneration other than those specified in the above two sub-sections paid to the directors, supervisors, president, senior vice president and vice presidents, such as payments relating to provision of car, house/apartment and other exclusive personal expenses, the following information shall be disclosed: name, position, nature and cost of the provided property/asset, the actual or fair-market-value-calculated rental, and any other payments.
The term "affiliated enterprises" in Item 2 of the preceding paragraph refers to those conforming with Article 369-1 of the Company Law. |
| Article 10 | The "capital and shares" shall include the following items:
1. Types of Shares: describing the types of the currently outstanding issued shares of the Company. (Schedule 5)
2. Formation of Capital: describing the capital changes of the Company for the most recent five years and as of the date on which the prospectus is published. If the paid-in capital has been increased, notation regarding sources of capital and the approval (effective) date for the current capital increase, 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 or commercial goodwill 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. If a private placement, such information shall be prominently indicated, and the targets of private placement during the most recent fiscal year and the period up to the day of publication of the prospectus, and their qualifications, subscription quantities, subscription price, and relationship to the company shall be disclosed. (Schedule 6)
3. Status of Recent Dispersal of Shareholding:
(1) structure of shareholders: setting forth statistics of all types of the shareholders and the ratio thereof. (Schedule 7)
(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. (Schedule 8)
(3) major shareholders: setting forth the names, number of owned shares and the shareholding percentage of those who own 1% or more of the total issued shares. (Schedule 9)
(4) the status that directors, supervisors and major shareholders who had waived their subscription right to the capital increase for cash during the past three years and the current year. If the waived shares for capital increase for cash are subscribed by a related party, such party's name, its relationship with the Company, directors, supervisors, and shareholders holding 1% or more of the shares, and the number of shares so subscribed shall also be disclosed (Schedule 10).
(5) the status of share transfer and change of shares pledged by directors, supervisors, managers, and shareholders holding 1% or more of shares during the most recent three years and up to the date of the prospectus' publication date. If the counter party of the share transfer or share pledge is a related party, the name of such counter party, its relation with the Company, directors, supervisors, and shareholders holding 1% or more of the shares, and the number of shares so subscribed or pledged shall also be disclosed (Schedule 11).
4. The market price, net worth, profit, and dividend per share and relevant information for the most recent two years.: (Schedule 12)
(1) the highest, lowest and the average market price per share: Setting forth the highest and lowest market price of each year. And calculating each year's average market price based upon each year's actual transaction prices and volume.
(2) net worth per share: Using the number of the outstanding issued shares at year end as basis to calculate the respective per share's net worth (shareholder's equity) before and after the distribution.
(3) profit per share.
(4) dividend per share: Setting forth the respective cash dividend and stock dividend of each year. If there is any accumulated unpaid dividend, the accumulated unpaid amount shall be disclosed.
(5) Price-earning (P/E) ratio.
(6) Earning-price (E/P) 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 affect of dividend distributions contemplated for the current fiscal year on company operating performance and earnings per share.
7. Status of the Company's redemption of its own shares: The company shall state the purpose of the Company's application for redemption of its own shares, period for redemption of shares, redemption price range, types, numbers and amounts of redeemed shares, number of shares cancelled and transferred, accumulated number of the Company's shares held, and the ratio of the accumulated number of the Company's shares held to the total number of issued and outstanding shares for the most recent three-year period up to the date on which the prospectus is published . (Schedule 13) |
| Article 11 | The description of the status of "Preferred shares" shall include the following items:
1. For all outstanding preferred shares and preferred shares undergoing placement, the par value per share, price, number of shares, purpose of the issue and use of fund, terms and conditions of the issue and possible dilution of equity, influence on shareholders' equity, effect of redemption of preferred shares on the ratio of self-owned capital to risk assets, and items provided under Article 157 of the Company Law shall be disclosed. If they are attached with conversion rights or subscription rights, the issuance and conversion or subscription rules (including the belonging of undistributed dividend of the original preferred shares and other rights and obligations after the mandatory conversion) and the monetary amount of shares already converted or subscribed through options as of the prospectus' publication date shall also be disclosed. (Schedule 14)
2. For issued preferred shares with right of subscription, the issue date, types and number of shares to be subscribed, exercise method, subscription price, the period in which subscription is restricted, number of shares not subscribed as of the prospectus' publication date and the ratio of the number of unsubscribed shares to the number of issued and outstanding shares of each preferred share with subscription right shall be respectively disclosed. (Schedule 151)
3. For preferred shares already listed on the stock exchange or traded on the OTC market, the highest and lowest market price in the most recent three years and as of the prospectus' publication date shall be disclosed.
4. For unlisted preferred shares or preferred shares not to be traded on the OTC market issued by a listed Company or OTC Company, the purpose of the issue, reasons why such shares are not to be listed or traded on the OTC market, effect on existing shareholders and potential investors, and whether there is a plan to apply for listing or trading on the OTC market shall be disclosed.
5. Status of private placements of preferred shares in the three most recent fiscal years: Shall disclose the types of preferred shares; dates and quantities passed by the shareholders meeting; basis and reasonableness of the setting of price; means of selecting the specified persons (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 necessitating the private placement; and the status of implementation as of the day of publication of the prospectus. (Schedule 16) |
| Article 12 | The status of issue of "financial bonds" (including overseas financial bonds) shall include the following items: (Schedule 17)
1. For the financial bonds already issued but not yet repaid, 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, repayment method, 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, 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, etc., shall be disclosed. If a rating is made by the credit rating institution approved or recognized by the Securities and Futures Commission of the Ministry of Finance ("SFC"), the name of such institution, date of rating and rating grade shall also be disclosed.
2. For the bonds to mature within one year, the amount of the bonds to mature within the coming one year and the repayment method shall be disclosed. |
| Article 13 | The description of the status 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 Law. If a SFC approved or 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' publishing date shall also be disclosed. (Schedule 18)
2. Corporate bonds maturing within in one year: The redemption rules and the monetary amount for the corporate bonds to be matured in one year shall be disclosed.
3. For the issued convertible corporate bonds which are convertible to common shares, overseas depository 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 two years and up to the prospectus' publishing date of each convertible corporate bond shall be disclosed respectively. (Schedule 19)
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 two years and up to the prospectus' publishing date of each exchangeable corporate bond shall be disclosed respectively. (Schedule 20)
5. If the company adopts the categorical reporting method for the offering and issuance of common corporate bonds, relevant information concerning the projected total issue amount, the already issued total amount and the balance amount for the categorical reporting shall be disclosed. (Schedule 21)
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 date of the prospectus's publication, and the ratio of the number that have not been subscribed to the total number of issued stocks. (Schedule 22)
7. Status of private placements of corporate bonds in the three most recent years: Shall disclose the types of corporate bonds; dates and quantities passed by the shareholders meeting; basis and reasonableness of the setting of price; means of selecting the specified persons (where the offerees have already been arranged, the names of the offerees and the the relationship between the offerees and the company shall also be described); the reasons necessitating the private placement; and the status of implementation as of the day of publication of the prospectus. (Schedule 23) |
| Article 14 | The status of the issue of "global depositary receipts" shall include the following items:
1. For the global depositary receipts already issued but not fully withdrawn and undergoing placement, the following particulars shall be stated (Schedule 24):
(1) Date of issue, place of issue and trading.
(2) Total issue amount, unit issue amount, and total number of issue units.
(3) The securities represented by the global depository receipts, the source and amount.
(4) Rights and obligations of holders of the global depository receipts.
(5) Trustee, depositary agency, and custodian.
(6) Balance of global depositary receipts not yet withdrawn.
(7) Method of sharing relevant expenses during issue period and the term of global depositary receipts.
(8) Material clause of depositary agreement and custodian agreement.
2. For the companies which have issued global depositary receipts, the highest and lowest market price of such global depositary receipts in the most recent two years and as of the prospectus' publication date shall be disclosed.
3. Status of private placements of overseas depository receipts in the three most recent years: Shall disclose the dates and quantities passed by the shareholders meeting; basis and reasonableness of the setting of price; means of selecting the specified persons (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 necessitating the private placement; and the status of implementation as of the day of publication of the prospectus. (Schedule 25) |
Section II Operation Summary
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| Article 15 | The description of the status of employee stock option certificates shall include the following items:
1. For employee stock option certificates issued by the Company but not yet mature, the date of the competent authority's approval of the certificates; issue date; number of units issued; ratio of subscribable shares to total issued and outstanding 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, 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 and outstanding shares up to the date of publication of the prospectus's publication, and effect on shareholders' equity. (Schedule 26)
2. Names and subscription status of managerial officers who have obtained employee stock option certificates 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 option certificates acquired, and whose total such subscription rights are NT$30 million or more, cumulative to the date of publication of the prospectus. (Schedule 27)
3. Status of private placements of employee stock option certificates in the three most recent fiscal years: Shall disclose the dates and quantities passed by the shareholders meeting; basis and reasonableness of the setting of price; means of selecting the specified persons (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 necessitating the private placement; and the status of implementation as of the day of publication of the prospectus. (Schedule 28) |
| Article 16 | The description of the status of mergers and acquisitions shall include the following particulars:
1. The following particulars shall be disclosed for all merger or acquisition cases not yet consummated:
(1) Content of the merger or acquisition case: shall include the purpose of the merger or acquisition; plan for integration of finances, business, personnel, and information following the merger or acquisition, and anticipated benefits; share conversion rates and the basis upon which they were calculated; proposed schedule; effect 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 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) Implementation status: Analysis of the implementation up to the quarter preceding the date of publication of the prospectus; for example, if the case has fallen behind schedule, a concrete explanation of the reasons, effects on shareholder equity, and plans for improvements shall be given.
2. The following particulars shall be disclosed for all split plans not yet consummated:
(1) 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) Implementation status: Analysis of the split plan up to the quarter preceding the publication date of the prospectus; for example, if the case has fallen behind schedule, a concrete explanation of the reasons, effects on shareholder equity, and plans for improvements shall be given. |
| Article 17 | The description of the status of issues of new shares due to acquisition of shares of another company shall include the following particulars:
1. The following particulars shall be disclosed for any uncompleted issue of new shares due to acquisition of shares of another company:
(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) Opinion of an independent professional (e.g. a certified public accountant, lawyer, or securities underwriter) 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.
2. Implementation status: Analysis up to the quarter preceding the publication of the prospectus; for example, if the case has fallen behind schedule, a concrete explanation of the reasons, effects on shareholder equity, and plans for improvements shall be given. |
| Article 18 | The "operation of company" shall include the following items:
1. Business Content:
(1) Scope of Business: Setting forth the major business engaged in by the company and its percentage out of the entire company business, and the new financial products planned to be developed.
(2) Industry Summary: Describing the financial industry's current status and development, various trends of development for each financial product and their competition status.
(3) Long-term and short-term business development plan.
2. Summary of Market and Business
(1) Market Analysis: Analyzing the financial market's supply/demand conditions and growth, market areas and the targeted markets, competition strategies, competition niche, and the advantageous and disadvantageous factors for future development and countermeasures. For a financial holding company, in addition to describing the company's basic operating policies, the operation and profitability of each subsidiary shall be separately set out with respect to its market and production and sales situation.
(2) Description of material change of major departmental business profit margin for the most recent two years: When the business profit margin fluctuates over 20% from the previous year's rate, analysis of the key factors which cause the price/volume changes and the impact on the business profit margin shall be made.
(3) Major credit-extended customers list: Setting forth the names of the customers to whom the amount of credit extension made represents 5% or more of the company's net worth or ranks among the top fifty customers being extended credit, whichever the number of customers is fewer, for any one year in the past three years and up to the quarter immediately preceding the prospectus' publication date, and the balance of credit extended. (Schedule 29)
(4) Description on credit acceptance from or (extension to) the related parties: Setting forth the names of the related parties from whom (or to whom) the amount of credit acceptance (or extension) made represents 0.1% or more of the total credit amount for any one year in the most recent three years and up to the quarter immediately preceding the prospectus' publication date, and the balance of credit acceptance (or extension). (Schedule 30)
(5) The amount of deposit (trust fund) for the most recent two years: Setting forth the balance amount and average interest rate of deposit (trust fund) by classification of different nature of the deposits (trust funds) for the most recent three years and up to the quarter immediately preceding the prospectus' publication date. (Schedule 31)
(6) The amount of credit extension for the most recent two years: Setting forth the balance amount and average interest rate of the credit extension by classification of discount/loan, guarantee (including endorsement) and other types of credit extension for the most recent three years and up to the quarter immediately preceding the prospectus' publication date. (Schedule 32)
(7) The amount of purchase/sale of bills and underwriting of commercial notes for the most recent two years: Setting forth the transaction amount and profit amount derived from the buy/sale of bills and underwriting of commercial notes for the most recent three years and up to the quarter immediately preceding the prospectus' publication date. (Schedule 33)
3. Number of employees for the most recent two years: Documenting the employees information for the past three years and the year up to prospectus' publication date. 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. (Schedule 34)
4. Labor relationship:
(1) Setting forth all the employee benefit measures, the pension system and their implementations, as well as the negotiations/agreements between employer and employees.
(2) Describing the loss suffered by the company due to labor disputes occurred in the most recent two years and up to the prospectus' publication date, and disclosing the estimated amount to be incurred for the present and future as well as the preventive measures. If reasonable estimation cannot be made, explanation on the facts why it cannot be made shall be stated.
5. Risk management: Disclosing the information of overdue loan amount, status of concentration of credit extension risk, analysis of assets and maturity of liabilities, market risk sensibility, etc. in the most recent two years. (Schedule 35 to Schedule 38)
For Sub-section (3) to Sub-section (4) of Item 2 of Paragraph 1, the provision of Paragraph 2 of Article 48 of the Banking Law in connection with confidentiality of customers' names, identification numbers (uniform numbers), and accounts, etc. shall be noted, and code may be used instead. |
| Article 19 | The "fixed assets and other real properties" shall include the following items:
1. Self-owned Assets:
(1) Setting forth the names, number, acquisition date, acquisition cost, re-appraised increased value and non-depreciated balance amount of the fixed assets if the acquisition cost is 1% or more of the paid-in capital or NT$100 million or more. The status of the fixed assets' use, insurance, encumbrances and any other restriction of rights shall also be disclosed. (Schedule 39)
(2) Setting forth the names, lot size, premises locations, acquisition dates, acquisition costs, re-appraised increased value, non-depreciated balance amount, and published value or house/ apartment's appraised value and the proposed future disposition or development plans of the idle real properties and the real properties which have been held for five years or more for investment purposes. (Schedule 40)
2. Leased properties:
(1) Capital lease: The standards and items to be disclosed are identical with Sub-section (1) of the preceding item.
(2)Operating lease: For all the operating lease assets the rent amount of which exceeds NT$10 million a year, their names, number, lease term, annual rent, names of lessors, and the current status of use shall be set forth. (Schedule 41)
3. Status of major assets' purchase/sale transactions: Setting forth the asset's purchase/sale information of the Company and its subsidiaries for the most recent two years up to the prospectus' publication date if the transaction price is 1% or more of the paid-in capital or NT$300 million or more. The information shall include the transaction price, disposition profit or loss, the trading counter party (buyer or seller) and the relationship with the Company. (Schedule 42)
The term "subsidiary(ies)" referred to in Item 3 of the preceding paragraph, Items 3 to 4 of Article 20, Item 3 of Article 28, and Sub-section (3) of Item 1 of Article 29 shall be as defined in the Statements of Financial Accounting Standards No. 5 and No. 7 published by the Accounting Research and Development Foundation of the Republic of China. |
Section III Business and Fund Application Plans
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| Article 20 | The "re-invested business" shall include the following items:
1. The re-invested business summary:
(1) Describing the name of the re-invested business, the business engaged in, the company's investment cost into such re-invested business, book value, number of shares held, percentage of shareholding, net worth of share, accounting treatment method, book investment profit and loss for the most recent year, distributed cash dividends and the number of the Company's shares held by the said re-invested business/entity. If there is market value available on the re-invested business, such market value information shall also be included. (Schedule 43)
(2) Where there is significant influence on the re-invested business, and where the Company's resources and technologies are used, the status of payment of consideration or technical fee shall be disclosed.
(3) Where there is controlling power over the re-invested business, the status of the Company's credit policy, transaction conditions, recovery of payments shall be additionally disclosed.
2. Consolidated shareholding percentage: Setting forth the following information of each re-invested business: 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 of the same re-invested business which are held by the entities directly or indirectly controlled by the company, and calculating the consolidated shareholding percentage of the above categories. (Schedule 44)
3. For a Listed Company or OTC Company, the status of acquisition and disposal of the shares of the Company by the subsidiary(ies) and the condition of pledge created for the most recent three years and up to the prospectus' publication date shall be disclosed. The sources of fund and the impact on the Company's operating results and financial position shall also be revealed. (Schedule 45)
4. In the event of occurrence of the situations under Article 185 of the Company Law or transfer of a portion of the operations to the subsidiary(ies) for the most recent three years and up to the prospectus' publication date, the status of waiver of subscription related to the capital increase for cash of the subsidiary(ies), the name of the subscriber, its relationship with the Company, directors, supervisors, and shareholders holding 1% or more of the shares, and the number of shares subscribed shall be disclosed.
5. If the re-investment amount exceeds 40% of the paid-in capital, explanation on whether the re-investment has been passed by the shareholders meeting or is authorized under the Articles of Incorporation shall be provided.
6. The status of punishment imposed for violation of laws and regulations on the re-invested enterprise in which the Company has invested an amount of more than 50% of the paid-in capital of such invested company and improvement in the most recent two years. |
| Article 21 | The "important contracts" shall include all the currently effective and those expiring in the most recent year's technical cooperation contracts, construction contracts and all other important contracts which are likely to impact the investors' rights, and shall include the parties, major content, restrictive provisions and the commencement and expiration/termination dates of the contracts. (Schedule 46) |
Section IV Financial Summary
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| Article 22 | Operation summary and other necessary items to be supplemented:
1. Litigious and non-litigious matters:
(1) For the litigious, non-litigious proceedings or administrative disputes of the Company, for which a judgment has become final in the most recent two years and up to the prospectus' publication date or which are still pending, if the outcomes of such proceedings would significantly impact the shareholders' equity or securities price, the facts in dispute, amount in dispute, commencement date, major parties involved and current status of disposal shall be disclosed.
(2) For the litigious, non-litigious proceedings or administrative disputes of the Company's directors, supervisors, presidents, actual responsible persons, and the major shareholders holding 1% or more of the shares, and subordinate companies, for which a judgment has become final in the most recent two years and up to the prospectus' publication date or which are still pending, if the outcomes of such proceedings would significantly impact the Company's shareholders' equity or securities prices, the information to be disclosed shall be the same as those set forth in Sub-section (1) of Item 1 above.
(3) Occurrence of the situations under Article 157 of the Law to the Company's directors, supervisors, managers, and major shareholders holding in excess of 10% of the shares in the most recent two years and up to the prospectus' publication date, and the status of disposal currently handled by the Company.
2. If financial difficulty or loss of creditworthiness occurred to the Company's directors, supervisors, managers and major shareholders holding 1% or more of the shares in the most recent two years and up to the prospectus' publication date, the impact on the Company's financial position shall be disclosed.
3. Others. |
| Article 23 | The following items shall be included in the "analysis regarding plans of utilization of capital from the previous capital increase for cash, merger or acquisition, issue of new shares due to acquisition of shares of another company, or issuance of corporate bonds":
1. Contents of the plan: Analyses regarding the previous capital increase for cash plan, merger or acquisition, issue of new shares due to acquisition of shares of another company, or issuance of corporate bonds, and each of the previously uncompleted plans for capital increase for cash, merger or acquisition, issue of new shares due to acquisition of shares of another company, or issuance of corporate bonds and the plans for which the period between the actual completion date and the report (application) date is less than three years shall explain in detail the contents of each plan for capital increase for cash mentioned above, including the contents of each change of the plans, the source and use of fund, reasons of change, the efficiency before and after change, and date on which the change of plans was submitted to the shareholders meeting. For Listed Companies and OTC Companies, the date on which the information was entered in the stock market monitoring system or internet information system shall also be published.
2. Implementation status: Analyzing, item by item, the status of the plans' implementation and the comparison with the originally projected effects as of the quarter preceding the prospectus' publication date 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, the impact on the shareholders' equity and improvement plans shall be made. Where the content of any of the plans referred to in the preceding subparagraph conform with the conditions in any of the following sub-subparagraphs, they shall additionally disclose the following:
(A) For merger, acquisition, or acquisition of the shares of another financial institution, or expanding or newly constructing fixed assets, a comparison description on the fixed assets, operating income, operating expenses and operating profits, etc. shall be made.
(B) For re-investing in other companies, description on the re-invested business' operation status and its impact to the company's investment profit/loss shall be made.
(C) For strengthening the operating capital or paying off liabilities, a comparison description on the increase and decrease of current assets, current liabilities and total liabilities, business income, business expenses and business profits, etc. and earnings per share as well as financial structure analysis shall be made. |
| Article 24 | In the analysis of the current capital increase for cash or plan of utilization of capital from issuance of corporate bonds, the following particulars shall be specified:
1. Sources of capital: Description of whether a capital increase for cash or issue of corporate bonds is the capital source for the current plan, and the total amount of funds required under the plan. If the funds from the current public offering are insufficient, the fund raising methods and sources shall also be described.
2. For the current issue of corporate bonds, relevant particulars shall be disclosed in accordance with Article 248 of the Company Law. If an SFC approved or recognized credit rating institute has been engaged to conduct a credit rating of the bonds, the name of the credit rating institute, 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 par value per share, issue price, number of shares, purpose and use of funds, possible dilution of shareholder's equity by conditions of issuance, effect on shareholder equity, effect of buyback on self-owned capital and risk capital assets ratios, and the items provided under Article 157 of the Company Law shall be disclosed. If conversion or subscription rights are attached, 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).
4. For unlisted preferred shares or preferred shares not to be traded on the OTC market issued by a listed Company or OTC Company, the purpose of the issue, reasons why such shares are not to be listed or traded on the OTC market, effect on existing shareholders and potential investors, and whether there is any plan to apply for listing or trading on the OTC market shall be disclosed.
5. 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 year of the company's report (application) 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 amount of offsets against capital reserves or retained earnings.
6. Explanation of the mechanism for setting the current issue price, conversion price, exchange price, or subscription price.
7. 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) If acquiring other financial institutions, or expanding or newly constructing fixed assets, the projected possible changes and other potential effects of the fixed assets, operating revenues, operating expenses, and operating profits upon the completion of the current plan shall be described.
(2) If re-investing in other enterprises, the following items shall be set forth:
(i) The after-tax net profit of the invested company for the most recent two years, purposes of the re-investment, planned use of the funds and the relatedness of the enterprise's operations to the company's line of business, and the projected loss/profits from investment and its impact on the company's operations. If 20% or more of the investee enterprise's common shares are held, the projected schedule for fund use by the investee enterprise, the year limit for recovery of the invested funds, the projected effect each year before recovery of the funds, and its influence on the company's profitability and earnings per share.
(ii) If re-investing in enterprises that require special approval, 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 public offering and issuance of securities.
(3) If enriching operating capital or paying off liabilities, the following items shall be set forth:
(i) The amount of debt matured annually, pay off plan, status of projected relief of financial burden, projected changes to the operating income, operating expenses, and operating profits, each month's projected schedule of cash receipts and expenditures for the year of the report (application) and the coming one year. (Schedule 47)
(ii) 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 year of the report (application) and the coming one year, and the reasons for paying off liabilities or enriching operating capital.
(iii) If the capitalization increase plan involves paying off liabilities, the purpose for borrowing funds and the effect achieved in doing so. If the funds were borrowed for purchasing land for construction or to pay for construction costs, the estimated total amount needed from purchase of the land for construction through completion of the project, 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 anticipated possible effects of such recognition and the status of realization thereof.
(4) If buying land for construction or paying construction costs, the estimated total amount needed from purchase of the land for construction through completion of the construction, 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) If purchasing an unfinished project and assuming the burden of the seller's unfulfilled contract, 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. |
| Article 25 | For the current issue of new shares due to acquisition of another company's shares, the following particulars shall be specified:
1. Name, quantity, and counterpart of the acquired shares;
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. |
Section V Special Items to be Included
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| Article 26 | For the current issue of new shares due to acquisition or merger, the following particulars 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 information of the company to be merged or acquired (Schedule 48).
(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 statements of the merged company for the most recent two fiscal years, audited and certified by a certified public accountant(s). (If the merged company is not a publicly issued company, its financial statement may be audited/certified by a single certified public accountant.)
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 law or regulation provides otherwise.
8. Summary of the merged company's financial and business conditions:
(i) 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.
(ii) In accordance with Subparagraph 3 of paragraph 1 Article 19, the buying/selling of the merged company's major assets, the endorsement guaranty, loans made, and other conditions shall be set forth.
(iii) In accordance with Subparagraph 1 of Article 20, a summary of the merged company's re-investment enterprises shall be set forth.
(iv) In accordance with Article 21, 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.
(v) In accordance with Subparagraph 1 of Article 22, 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. |
Section VI Important Resolution, Articles of Incorporation and Relevant Laws and Regulations
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| Article 27 | The "summarized financial data for the most recent 5 years" shall include the following items:
1. Summarized balance sheet and profit and loss statement: Setting forth the summarized balance sheet and profit and loss statement information for the most recent five years. Listed Companies and OTC Companies shall also set forth the summarized balance sheet and profit and loss statement information up to the quarter immediately preceding the prospectus' publication date. If the Company has been notified to re-prepare its financial data, only the re-prepared figures/numbers can be used. And the status and reasons for conducting such re-preparation works shall be noted. If the company is notified to conduct self-corrections, the status and reasons for the correction shall be noted. (Schedule 49)
2. The important items which affected the making of uniform comparison on the above-mentioned financial statements, such as accounting changes, corporate mergers, or suspension of work in the operating departments etc., and the impacts of these events on the then current financial statements.
3. The names and audited opinions of the certifying certified public accountant for the most recent five years:
(1) Setting forth the names and audited opinions of the certifying certified public accountant for the most recent five years. Except for auditor's reports with unqualified opinion, the contents of the opinion shall be fully described.
(2) If there was change/replacement of the certified public accountant within the most recent five years, explanation made by the Company, the predecessor and successor certified public accountants over the causes for such change/replacement shall be set forth.
4. Financial analysis: Consolidated analysis of the financial data for the most recent five years shall be made. Listed Companies and OTC 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 following items: (Schedule 50)
(1) Financial structure:
(i) Ratio of liabilities to assets.
(ii) Ratio of deposit to net worth.
(iii) Ratio of fixed assets to net worth.
(2) Solvency: Current reserve ratio.
(3) Operating ability:
(i) Ratio of deposit to loan.
(ii) Non-performing ratio.
(iii) Ratio of interest payment to annual average balance of deposit.
(iv) Ratio of interest income to annual average balance of credit extension.
(v) Total assets' turnover rate.
(vi) Average amount of business income per employee.
(vii) Average profit amount per employee.
(4) Profitability:
(i) Assets return ratio.
(ii) Shareholder's equity return ratio.
(iii) Net profit ratio.
(iv) Profit per share.
(5) Cash flow:
(i) Cash flow ratio.
(ii) Cash flow sufficiency ratio.
(iii) Cash re-investment rate.
(6) Leverage:
(i) Operating leverage.
(ii) Financial leverage.
5. Legality analysis: (Schedule 51)
(1) Ratio of interested party's total balance of secured credit extension amount to the total balance of the credit extension amount. In the case of a bank which is the subsidiary of a financial holding company, additional disclosure shall be made of the ratio of the total transactions with a single interested party, aside from credit extensions, to the net worth of the bank, and the ratio of the total transactions with all interested parties, aside from credit extensions, to the net worth of the bank.
(2) Ratio of self-owned assets to risk-based assets.
(3) Ratio of mid-term loan to time deposit.
(4) Ratio of the invested amount in self-used assets to net worth.
(5) Ratio of the invested amount in the business-used warehouse to deposit.
(6) Ratio of balance of investment in various securities to total balance of deposit and issued amount of the financial bonds.
(7) Ratio of loan extended to the medium and small enterprises to the total balance of loan.
(8) Ratio of mid-term and long-term loan to time deposit.
(9) Ratio of total loan amount borrowed from commercial banks to net worth.
(10) Ratio of balance amount of the transactions with redeeming options to net worth.
(11) Ratio of balance amount of self-guarantees and endorsement transactions to net worth.
(12) Ratio of trust fund the use of which to be designated to net worth.
(13) Ratio of guaranteed amount to net worth.
(14) Ratio of the balance of non-collateralized guarantees to net worth
(15) Ratio of self-owned fund invested in listed stocks to net worth.
6. Description of major variations of accounting items: Comparing the most recent two years' accounting items in the balance sheets and profit and loss statements; if there is a 10% or more variation in the monetary amounts, and if such sum has reached 1% of the total assets value of the then current year, a detailed analysis of the causes for such changes shall be made. (Schedule 52) |
| Article 28 | The "financial statement" shall include the following items:
1. The financial statements for the then past two years at the time when the issuer applied for (or registered) the offering and issuance of securities and the certified public accountant audited/certified opinion.If the time when the issuer applies for (or registers) the offering and issuance of securities is more than eight months from the beginning of that year, the financial statement for the first half of that year shall also be included.
2. When a Listed Company or OTC Company issues new shares for capital increase for cash or convertible corporate bonds, or when an unlisted company or non-OTC company allocates a certain percentage of the total numbers of the new shares for public offering in accordance with Article 19 of the Guidelines for Handling Offering and Issuance of Securities by Issuers, financial forecast reviewed by the certified public accountant who audited the Company's financial statements shall be disclosed. If the application (registration) is made after the fiscal year has been closed for more than nine months, the financial forecast of the following year shall also be disclosed.
3. The certified public accountant audited/certified consolidated financial statements for the parent and subsidiary companies for the most recent one year.
4. During the period after the issuer has applied for (or registered) the offering and issuance of securities and until the prospectus' publication date, if there exists any updated certified public accountant audited/certified financial statement, it shall also be disclosed.
5. The status of accomplishment of the financial forecast in the most recent three years shall be disclosed, explaining the reason for the difference between the original forecasted figures (including each previous amendment or correction date, amended or corrected figures and reason for amendment or correction) and the figures actually achieved. (Schedule 53) Where any dispositions have been issued by the Taiwan Stock Exchange Corporation, the Taiwan Over-the-Counter Stock Exchange, or the Securities and Futures Commission, the reasons for the disposition shall be set forth. |
Chapter III Simplified Prospectus
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| Article 29 | The "financial summary and other important matters" shall include the following items:
1. The Listed Companies or OTC Companies shall disclose relevant contents of transactions of derivative products conducted by them in the most recent two years and up to the prospectus' publication date. (Schedule 54)
(1) Banks: Filling in the categories of products traded, contract amount (highest amount of the year and the balance of contract not to mature at the end of the year), net position, unrealized loss and profit and realized loss and profit in the currency for the transaction conducted.
(2) Bills financing companies:
(i) For those who hedge the assets or liabilities held: Types of categories of derivative products used, contract amount (highest amount of the year and balance of contracts not to mature at the end of the year), amount of hedged assets or liabilities held, amount of recognized or clearly deferred hedge loss and profit.
(ii)For those who hedge expected transactions: Types of categories of derivative products used, contract amount (highest amount of the year and balance of contracts not to mature at the end of the year), amount of hedged expected transactions, and the amount of clearly deferred hedge loss and profit.
(3) Status of transactions of derivative products conducted by subsidiaries shall also be disclosed in accordance with the above Sub-section (1) and Sub-section (2).
2. The review and analysis of the financial status and operating results. If the Company and its affiliated enterprises have any financial difficulties in the most recent three years and up to the prospectus' publication date, the impact on the Company's financial position shall be disclosed.
3. Impact of exchange rate fluctuation on the Company's operating revenue and profitability and concrete measures adopted by the Company against exchange rate fluctuation.
4. In case of occurrence of the events under Article 185 of the Company Law in the most recent two years and up to the prospectus' publication date, the following information shall be disclosed:
(1) The price of the business (asset) acquired (transferred), payment conditions, payment status, and development prospect.
(2) After acquiring (transferring) part of the business or research and development result of other companies, the current and future operation strategies, and the impact on the Company's research and development, technology, sale ability and profitability, and capacity.
5. Subsequent events: During the period after the certified public accountant has completed the most recent year's or the half-year's auditor's report and until the prospectus' publication date, if any major incident occurs which is likely to impact the financial condition and operating results, it shall be properly disclosed and its impact explained.
6. Others. |
| Article 30 | The "special items to be included" shall set forth the important contents of the application (registration statement) as follows:
1. General conditions of implementation of 'internal control system: Describing suggestions for improvement of internal control proposed by certified public accountants in the most recent three years and the status of improvement of material defects discovered by internal auditors. A Listed Company or OTC Company shall also disclose the following matters:
(1) Internal control statement.
(2) If the SFC requests the Company to retain a certified public accountant to exclusively examine the internal control, the reason, the examination opinions of the certified public accountant, the Company's improvement measures, and status of improvement of the defects shall be set forth.
2. For those who entrust credit rating institutions recognized or approved by the SFC for rating, the rating report issued by such credit rating institutions shall be disclosed.
3. Securities underwriter's evaluation report.
4. Attorney's legal opinion.
5. Collective opinion stated in the case checklist schedule written by the issuer and reviewed by the certified public accountant.
6. The improvement status of the items notified by the SFC to be corrected by the Company when the Company's report of the previous offering and issuance of securities becomes effective (or the Company's application is approved).
7. Items to be supplemented and disclosed as notified by the SFC when the current offering and issuance of securities becomes effective (or the application is approved).
8. The status of penalties imposed due to violations of laws or regulations in the most recent two years and the major deficiencies and status of their improvements. The following events shall be disclosed:
(1) Where the responsible person or employee was indicted by the prosecutor in the most recent two years for offenses related to the occupation.
(2) Where a fine was imposed in the most recent two years for violation of the Banking Law.
(3) Where deficiencies were strictly ordered by the Ministry of Finance to be rectified in the most recent two years.
(4) If incident related to safety occurred in the most recent two years due to irregularities committed by personnel, major accidents (major events such as robbery, major theft, fire, violence, etc.), or failure to follow the provisions of the Guidelines for Protection of the Safety of Financial Institutions, and if the individual or total actual loss in each year is over NT$50 million, the nature and amount of loss shall be disclosed.
(5) Other matters designated to be disclosed by the Ministry of Finance.
9. The statement or undertakings disclosed in the prospectus by the Company at the initial public offering to the stock exchange or OTC market, or in previous report (application) for offering and issuance of securities or the report (application) for offering and issuance of securities in the most recent three years, and the current implementation status.
10. The written undertaking of the subsidiary(ies) for not subscribing the new shares or convertible corporate bonds issued for the current capital increase for cash.
11. 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 year up to the date of publication of the prospectus.
12. Status of private placements of common shares in the three most recent years: Shall disclose the dates and quantities passed by the shareholders meeting; basis and reasonableness of the setting of price; means of selecting the specified persons (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 necessitating the private placement. (Schedule 55)
13. Other necessary items to be supplemented and explained.
If the issuer, based on the nature of its operations, appoints the experts with professional knowledge and abundant experience in the field of business and finance to make comparison, analysis and issue opinions in connection with the issuer's current operation status and the future development after the current issue of securities, the opinions of the appraisal of such experts shall be disclosed.
For the disclosure under Item 8 of Paragraph 1, the provision of Paragraph 2 of Article 48 of the Banking Law in connection with confidentiality of customers' names, identification numbers (uniform numbers), and accounts, etc. shall be complied with. |
Chapter IV Supplementary Provisions |
| Article 31 | The "important resolution" shall include the following items:
1. The important matters resolved by the general meetings of the shareholders and special meetings held during the most recent two years, as well as the resolution relevant to the current issuance of securities (including the comparison chart on the newly amended and the old clauses of the Articles of Incorporation and the profit distribution schedule).
2. Handling procedures for acquiring or disposing of assets.
3. Handling procedures for transactions of derivative products.
4. Other procedures or rules that shall be included pursuant to SFC's regulations. |
| Article 32 | The "articles of incorporation" and "relevant laws and regulations" shall include the following items:
1. Articles of incorporation: Setting forth the most recently amended version of the articles of incorporation.
2. Relevant laws and regulations:
(1) Articles 40, 20, 31, 32 and 174 of the Law.
(2) Articles 41, 39, 40 of the Certified Public Accountant Law, and Paragraph 2 of Article 37 of the Law.
(3) Article 36 of the Law, Paragraph 2 of Article 273 of the Company Law and Paragraph 3 of Article 37 of the Law. For Listed Companies, Paragraph 2 of Article 139 of the Law shall also be included.
(4) Paragraphs 1 to 3 of Article 25 of the Banking Law, Article 4 of the Rules Governing the Trust Investment Companies.
(5) Article 50 of the Banking Law.
(6) Articles 32, 33, 33-1, and 127-1 of the Banking Law. |
| Article 33 | If the prospectus prepared by the Listed Companies or OTC Companies in accordance with Chapter II have been transmitted to the agencies designated by the SFC in the form prescribed by the SFC by way of electronic files, and the written form of such prospectus have been made available in the following places for examination by investors, the said companies may deliver the simplified prospectus to the subscribers:
1. Taiwan Stock Exchange Co.
2. Republic of China Over-the-Counter Securities Exchange.
3. Securities & Futures Institute.
4. Chinese Securities Association.
5. The head offices of the leading and assistant securities underwriters for the current offering and issue.
The public companies which have complied with the provisions in the preceding paragraph when publicly offering and issuing securities in the same fiscal year and which report again (re-applies for) public offering and issuance of securities shall not be subject to the restrictions in the preceding paragraph, and they may directly deliver the simplified prospectus to the subscribers.
In cases such as issuance of new shares by unlisted or non-OTC companies where exempted from public issuance, issuance of new shares due to merger or acquisition, or issuance of new shares due to acquisition of another company's shares, or issuance of employee stock option certificates by public companies, the issuer may directly deliver the simplified prospectus to the subscribers or offerees, and shall not be subject to the restrictions in Paragraph1. |
| Article 34 | The statement in the front cover, inside cover, and back cover of the simplified prospect shall be made in accordance with Article 3 through Article 5. In addition, it shall be indicated in a conspicuous typeface on the front cover that it is a simplified prospectus. In the inside cover, the website and places where investors can read the prospectus prepared in accordance with Chapter II shall be stated.
The following particulars shall be included in the simplified prospectus:
1. Company summary: Statement shall be made in accordance with Article 8, Items 2 and 4 of Paragraph 1 of Article 9, Item 2, Sub-section (3) and Sub-section (4) of Item 3, and Item 4 of Article 10.
2. Operation summary: Statement shall be made in accordance with Sub-section (1) to Sub-section (2) of Item 1, Sub-section (1) to Sub-section (2) of Item 2 of Article 18, Item 3 of paragraph 1 Article 19, Item 1 and Item 3 of Article 20, Article 21, and Item 1 of Article 22.
3. Issuance Plan and Status of Implementation: Statement shall be made in accordance with Article 24, Article 25, and Subparagraphs 1-5 of Article 26.
4. Financial position: Statement shall be made in accordance with Item 4 of Article 27, Article 28 (excluding financial statement notes and schedules), and Item 4 of Article 29.
5. Special items: Statement shall be made in accordance with Sub-section (2) of Item 1, Item 3, Item 4, Item 5, Item 7 and Item 11 of Paragraph 1 of Article 30.
For the public companies meeting the qualifications under Paragraph 2 of the preceding Article, the statement in the simplified prospectus prepared in the current offering and issuance shall be made in accordance with the provisions in the preceding paragraph. In addition, any change of or addition to the previous prospectus shall also be disclosed. |
| Article 35 | Banks, financial holding companies and bills financing companies shall have their prospectus prepared in accordance with these Guidelines.
For financial industries other than those referred to in the preceding paragraph, the SFC may require them to have their prospectus prepared in accordance with these Guidelines. |
| Article 36 | The draft prospectus shall be transmitted, as an electronic file in the format prescribed by the SFC, to the website specified by the SFC for reporting of information and, within thirty (30) days from the date of effective registration or receipt of the SFC's approval notice, the final amended/revised prospectus shall be shall be transmitted, as an electronic file in the format prescribed by the SFC, to the to the website specified by the SFC for reporting of information. |
| Article 37 | These Criteria shall become effective on the date of promulgation. |