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Title:

Regulations Governing the Acquisition and Disposal of Assets by Public Companies  CH

Amended Date: 2022.01.28 

Title: Regulations Governing the Acquisition or Disposition of Assets by Public Companies(2002.12.10)
Date:
   Chapter I General Principles
Article 1These Regulations are promulgated in accordance with the provisions of Article 36-1 of the Securities and Exchange Act (“the Act”).
Article 2The acquisition or disposition of assets by public companies shall be handled in compliance with these Regulations; provided, where another act provides otherwise, the provisions of such act shall govern.
Article 3The scope of applicability of the term "assets" as used in these Regulations is as follows:
1. Stocks, government bonds, corporate bonds, financial bonds, domestic beneficiary certificates, overseas mutual funds, depositary receipts, call (put) warrants, beneficiary securities, asset-backed securities and short-term investments.
2. Real property (including inventories of construction enterprises) and other fixed assets.
3. Memberships.
4. Patents, copyrights, trademarks, franchise rights, and other intangible assets.
5. Creditor's rights of financial institutions (including receivables, loans and bills purchased and discounted, and overdue receivables).
6. Derivatives.
7. Assets acquired or disposed through mergers or consolidations, splits, acquisitions, or assignment of shares in accordance with acts of law
8. Other major assets.
Article 4Terms used in these Regulations are defined as follows:
1. "Derivatives": Forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements.
2. "Assets acquired or disposed through mergers or consolidations, splits, acquisitions, or assignment of shares in accordance with acts of law": Refers to assets acquired or disposed through mergers, splits, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to acquisitions of shares [of another company] through issuance of new shares of its own as the consideration therefor (hereinafter "assignmen
t of shares") under Article 156, paragraph 6 of the Company Act.
3. "Related party": As defined in Statement of Financial Accounting Standards No. 6 published by the ROC Accounting Research and Development Foundation (hereinafter “ARDF”).
4. "Subsidiary": As defined in Statements of Financial Accounting Standards Nos. 5 and 7 published by the ARDF.
5. "Professional appraiser": Refers to a real property appraiser or other person duly authorized by an act of law to engage in the value appraisal of real property or other fixed assets.
6. "Date of occurrence": Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the Competent Authority is required, the earlier of the above date or the date of receipt of approval by the Competent Authority shall apply.
7. "Mainland area investment": Refers to investments in China approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
Article 5Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant’s opinions, attorney’s opinions, or underwriter’s opinions shall not be a related party of any party to the transaction.
   Chapter II Disposition Procedures
      Section I Prescription of disposition procedures
Article 6A public company shall formulate Procedures for the Acquisition or Disposition of Assets in accordance with the provisions of these Regulations and submit the procedures to each supervisor and submit them for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to each supervisor.
Where a public company has established the position of independent director, when it submits its Procedures for the Acquisition or Disposition of Assets for discussion by the board of directors under the preceding paragraph, the board of directors shall take into full consideration each independent director's opinion; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors' meeting.
Article 7A public company’s Procedures for the Acquisition or Disposition of Assets shall record the following items:
1. The range of assets.
2. Appraisal procedures: Shall include the means of price determination and supporting reference material.
3. Operating procedures: Shall include authorization limits, hierarchical delegation of authority, executing units, and transaction procedures.
4. Public announcement and reporting procedures.
5. Total amounts of real property and securities acquired by the company and each subsidiary company for non-operating use, and limits on individual securities.
6. Procedures for control and management of the acquisition and disposition of assets by subsidiaries.
7. Penalties for relevant personnel violating these Regulations or the disposition Procedures for the Acquisition or Disposition of Assets.
8. Other important matters.
A public company acquiring real property from, engaging in derivatives trading with, or conducting a merger or consolidation, split, acquisition, or assignment of shares of enterprises with a related party shall, in addition to conducting such matters in compliance with the provisions of the preceding paragraph, shall also conduct such matters in compliance with the procedures set out in Section III through Section V of this Chapter.
A public company shall see that its subsidiaries adopt Procedures for the Acquisition or Disposition of Assets in compliance with these Regulations.
Article 8Where a public company’s acquisition or disposition of assets is subject to the approval of the board of directors under the company's Procedures or other acts or regulations, and where a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's opinion to each supervisor.
Where a public company has installed independent directors, when an acquisition or disposition of assets transaction is reported to the board of directors for deliberation under the preceding paragraph, the opinions of each independent director shall be given full consideration and their assenting or dissenting opinion and the reasons therefore shall be entered into the meeting minutes.
      Section II Acquisition or Disposition of Assets
Article 9In acquiring or disposing real property or other fixed assets where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a government agency, commissioning others to build on its own land, commissioning others to build on rented land, or acquiring machinery and equipment for operating use, shall obtain an appraisal report in advance from a professional appraiser and shall further comply with the following provisions:
1. Where due to special circumstances a limited price or specified price must be given as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.
2. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
3. Where the professional appraiser’s appraisal results exhibit any one of the following circumstances, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of General Auditing Procedures No. 20 published by the ARDF and express a specific opinion regarding the reason for the discrepancy and the fairness of the transaction price:
(1) Where the discrepancy between the appraisal result and the transaction amount reaches 20 percent or more of the transaction amount.
(2) Where the discrepancy between the appraisal results of two or more professional appraisers reaches 10 percent or more of the transaction amount.
4. Where an appraisal is conducted before a contract execution date, no more than three months may pass between the date of the appraisal report and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than six months have elapsed, an opinion may still be issued by the original professional appraiser.
Except where a limited price or specified price is employed by the construction industry as the reference basis for the transaction price, if there is a legitimate reason an appraisal report cannot be obtained in time, the report, and the certified public accountant's opinion under subparagraph 3 of the preceding paragraph, shall be obtained within two weeks from the date of occurrence.
Article 10A public company acquiring or disposing of securities shall first obtain the most recent financial statement, audited and attested by a certified public accountant, of the underlying company for reference in appraising the transaction price.
In any of the following circumstances, where the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, the public company shall engage a certified public accountant to render an opinion on the reasonableness of the transaction price:
1. Acquiring or disposing of securities not traded on the stock exchange or on OTC markets.
2. Acquiring or disposing of privately placed securities.
Article 11Where a public company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20 percent of more of paid-in capital or NT$300 million or more, the company shall engage a certified public accountant to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of General Auditing Procedures No. 20 published by the ARDF.
Article 12Where a public company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.
      Section III Acquiring Real Property From Related Parties
Article 13A public company that acquires real property from a related party through purchase or swap shall carry out resolution procedures, appraisal of the reasonableness of the transaction terms, and other relevant matters, in compliance with the provisions of the preceding section and this section.
When judging whether a trading partner is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
Article 14A public company that acquires real property from a related party shall submit the following information for passage by the board of directors and recognition by the supervisors before making the acquisition:
1. The purpose, necessity and anticipated benefit of the real property acquisition.
2. The reason for choosing the related party as a trading partner.
3. Information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with the provisions of Article 15 and Article 16.
4. The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the company and the related party.
5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the use of funds.
6. Restrictive covenants and other important stipulations associated with the transaction.
Article 15A public company that acquires real property from a related party shall evaluate the reasonableness of the transaction costs by the following means:
1. Based upon the related party’s transaction price plus necessary interest on funding and the costs to be duly borne by the buyer in accordance with law. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
2. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution’s appraised loan value of the property and the period of the loan shall have been one year or more. However, this shall not apply where the financial institution is a related party of one of the trading partners.
Where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.
A public company that acquires real property from a related party and appraises the cost of the real property in accordance with the provisions of paragraph 1 and paragraph 2 shall also engage a CPA to check the appraisal and render a specific opinion.
Where a public company acquires real property from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the provisions of Article 14 and the provisions of the preceding three paragraphs do not apply:
1. The related party acquired the real property through inheritance or as a gift.
2. More than five years will have elapsed from the time the related party signed the contract to obtain the real property to the signing date for the current transaction.
3. The real property is acquired through signing of a joint development contract with the related party.
Article 16When the results of a public company’s appraisal conducted in accordance with the provisions of paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with the provisions of Article 17. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restrict
ion shall not apply:
1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
(1) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party’s construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party’s construction division over the most recent three years or the gross profit margin for the construction industry for the most recent period
as announced by the Ministry of Finance, whichever is lower.
(2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices.
(3) Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in accordance with standard property leasing market practices.
2. Where a public company acquiring real property from a related party provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.
Completed transactions for neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction for similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within one year refers to one year
from the actual date of acquisition of the real property.
Article 17Where a public company acquires real property from a related party and the results of appraisals conducted in accordance with the provisions of Article 15 and Article 16 are uniformly lower than the transaction price, the following shall be done:
1. The difference between the real property transaction price and the appraised costs shall be allocated as special reserve in accordance with the provisions of Article 41, paragraph 1 of the Act and may not be distributed or used for capital increase and issuance of bonus shares. If an investor that has investment in the company carried on the equity method is also a public company, it shall also list as special reserve under Article 41, paragraph 1 of the Act its share of the allocated portion in propo
rtion to its shareholding.
2. Supervisors shall comply with the provisions of Article 218 of the Company Act.
3. The circumstances of handling under subparagraph 1 and subparagraph 2 shall be reported to the shareholders meeting and the detailed content of the transaction disclosed in the annual report and public prospectus.
A public company that has allocated special reserve under the preceding paragraph may not utilize such special reserve until it has recognized loss due to price decline for the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the original condition has been restored, or there is other evidence confirming that it is not unreasonable to do so, and the Securities and Futures Commission (SFC), Ministry of Finance has agreed.
A public company shall also comply with the provisions of the preceding two paragraphs when obtaining real estate from a related party if there is other evidence indicating that the transaction is in any way inconsistent with regular business practices.
      Section IV Engaging in Derivatives Trading
Article 18Public companies engaging in derivatives trading shall pay strict attention to control of the following important risk management and auditing matters, and incorporate them into their Procedures:
1. Trading principles and strategies: Shall include the types of derivatives that may be traded, operating or hedging strategies, division of rights and duties, essentials of performance evaluation, total amount of derivatives contracts that my be traded, and the maximum loss limit on total trading and for individual contracts.
2. Risk management measures.
3. Internal audit system.
4. Regular evaluation methods and the handling of irregular circumstances.
Article 19A public company engaging in derivatives trading shall adopt the following risk management measures:
1. The scope of risk management shall include credit, market price, liquidity, cash flow, and operational and legal risk management.
2. Personnel engaged in derivatives trading may not serve concurrently in other operations such as confirmation and settlement.
3. Risk measurement, monitoring, and control personnel shall be assigned to a different department that the personnel in the preceding subparagraph and shall report to the board of directors or high-level management personnel with no responsibility for trading or position decision-making.
4. Derivatives trading positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports shall be submitted to high-level management personnel authorized by the board of directors.
5. Other important risk management measures.
Article 20The board of directors of a public company engaged in derivatives trading shall faithfully supervise and manage such trading in accordance with the following principles:
1. Designate high-level management personnel to pay continuous attention to monitoring and controlling derivatives trading risk.
2. Periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the company’s permitted scope of tolerance.
High-level management personnel authorized by the board of directors shall manage derivatives trading in accordance with the following principles:
1. Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with these Regulations and the Procedures for Engaging in Derivatives Trading formulated by the company.
2. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate countermeasures shall be adopted and a report immediately made to the board of directors; where a company has independent directors, an independent director shall be present at the meeting and express an opinion.
A company shall report to the Board of Directors after it authorizes the relevant personnel to handle derivates trading in accordance with its Procedures for Engaging in Derivatives Trading.
Article 21A public company engaging in derivatives trading shall establish a memorandum book in which details of the types and amounts of derivatives trading engaged in, board of directors approval dates, and the matters required to be carefully evaluated under subparagraph 4 of Article 19 and subparagraph 2 of paragraph 1, and subparagraph 1 of paragraph 2, of Article 20 shall be recorded in detail in the memorandum book.
A public company’s internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the Procedures for Engaging in Derivatives Trading, and prepare an audit report. If any material violation is discovered, all supervisors shall be notified in writing.
      Section V Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares
Article 22A public company that conducts a merger or consolidation, split, acquisition, or share assignment, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage.
Article 23A public company participating in a merger or consolidation, split, acquisition, or share assignment shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger or consolidation, split, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the
merger or consolidation, split, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger or consolidation, split, or acquisition, this restriction shall not apply.
Where the shareholders meeting of any one of the companies participating in a merger or consolidation, split, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger or consolidation, split or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.
Article 24Companies participating in a merger or consolidation, split, or acquisition shall convene their board meetings and shareholders meetings on the same day to resolve matters relevant to the merger or consolidation, split, or acquisition, unless another act provides otherwise or there are extraordinary circumstances reported in advance to and consented to by the SFC.
Companies participating in an assignment of shares shall call a board of directors meeting the same day, unless another act provides otherwise or there are extraordinary circumstances reported in advance to and consented to by the SFC.
Article 25Every person participating in or privy to the plan for merger or consolidation, split, acquisition, or assignment of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger or consolidation, split, acquisition, or assignment of shares.
Article 26Public companies participating in a merger or consolidation, split, acquisition, or assignment of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger or consolidation, split, acquisition, or assignment of shares:
1. Cash capital increase, issuance of convertible corporate bonds, issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, and other equity based securities.
2. Action, such as a disposition of major assets, that affects the company’s financial operations.
3. Event, such as a major disaster or major technological shift, that affects shareholder equity or share price.
4. An adjustment where any of the companies participating in the merger or consolidation, split, acquisition, or assignment of shares buys back treasury stock.
5. An increase or decrease in the number of entities or companies participating in the merger or consolidation, split, acquisition, or assignment of shares.
6. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
Article 27The contract for participation by a public company in a merger or consolidation, split, acquisition, or assignment of shares shall record the rights and obligations of the companies participating in the merger or consolidation, split, acquisition, or assignment of shares, and shall also record the following:
1. Handling of breaches.
2. Principles for the handling of equity-based securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is spun off.
3. The amount of treasury stock participating companies may duly buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
4. The manner of handling changes in the number of participating entities or companies.
5. Preliminary progress schedule for plan execution, and anticipated completion date.
6. Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.
Article 28After public disclosure of the information, if any company participating in the merger or consolidation, split, acquisition, or share assignment intends further to carry out a merger or consolidation, split, acquisition, or share assignment with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger or consolidation, split, acquisition, or share assignment; except that where the number of participating
companies is decreased and a participating company's shareholders meeting has resolved and authorized the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
Article 29Where a company participating in a merger or consolidation, split, acquisition, or assignment of shares is not a public company, the public company shall sign an agreement with the non-public company, and comply with the provisions of Article 24, Article 25, and Article 28.
   Chapter III Public Disclosure of Information
Article 30Under any of the following circumstances, a public company acquiring or disposing of assets shall publicly announce and report the relevant information on the SFC’s designated website in the appropriate format as prescribed by regulations within two days from day of occurrence of the fact:
1. Acquisition of real property from a related party.
2. Investment in the mainland area.
3. Merger or consolidation, split, acquisition, or assignment of shares.
4. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the Procedures adopted by the company.
5. Where asset transactions other than those referred to in the preceding four subparagraphs, or disposal of receivables by a financial institution, reach 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
(1) Trading of government bonds.
(2) Securities trading by investment professionals on foreign or domestic securities exchanges or over-the-counter markets.
(3) Trading of bonds under repurchase/resale agreements.
(4) Where the type of asset acquired or disposed is equipment/machinery for operational use, the trading partner is not a related party, and the transaction amount is less than NT$500 million.
(5) Acquisition or disposal by a public company in the construction business of real property for construction use, where the trading partner is not a related party, and the transaction amount is less than NT$500 million.
(6) Where land is acquired under an arrangement for commissioned construction on self-owned land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the company expects to invest in the transaction is less than NT$500 million.
The amount of transactions above shall be calculated as follows:
1. The amount of any individual transaction.
2. The cumulative transaction amount of acquisitions and dispositions of the same type of underlying asset with the same trading partner within one year.
3. The cumulative transaction amount of real property acquisitions and dispositions (cumulative acquisitions and dispositions, respectively) within the same development project within one year.
4. The cumulative transaction amount of acquisitions and dispositions (cumulative acquisitions and dispositions, respectively) of the same security within one year.
Within one year as used in paragraph 2 refers to the year preceding the base date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be entered.
A public company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the SFC by the 10th day of each month.
When a public company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety.
A public company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, memorandum books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company headquarters, where they shall be stored for five years except where another act provides otherwise.
Article 31Where any of the following circumstances occurs with respect to a transaction that a public company has already publicly announced and reported in accordance with the following paragraph, a public report of relevant information shall be made on the information reporting website designated by the SFC within two days from the day of occurrence of the fact:
1. Change, termination, or rescission of a contract signed in regard to the original transaction.
2. The merger or consolidation, split, acquisition, or assignment of shares is not completed by the scheduled date set forth in the contract.
   Chapter IV Additional Provisions
Article 32State-run enterprises acquiring or disposing of assets are required to carry out information disclosure in compliance with the provisions of Chapter III, but otherwise are exempted from observing the provisions of these Regulations.
Article 33Information required to be reported in accordance with the provisions of Chapter III on acquisitions and dispositions of assets by any subsidiary of a public company that is not itself a domestic public companies shall be reported by the public [parent] company.
Where the provisions concerning "reaching 20 percent of paid-in capital" in the public announcement and reporting standard in Article 30, paragraph 1, subparagraph 5, apply to a subsidiary under the preceding paragraph, the paid-in capital of the public company shall be the standard.
Article 34These Regulations shall be enforced from the date of promulgation.