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Amendments

Title：

Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses  CH

Amended Date： 2023.12.29 
Article Content Chapter Content Search Article No. Search Legal Basis Amended Article Legislative History Chinese

Title： Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses(2011.01.12)
Date：
Article 5     The back cover of the prospectus shall be stamped with the company seal and signed or sealed by the responsible person.
    The securities underwriter and its responsible person, accountant, attorney, and other experts shall sign or seal the prospectus indicating their endorsement of the part for which they are responsible.
Article 10     The section on company organization shall include the following items:
  1. Organization system: setting forth the company's organizational structure and the business in which each major department engages.
  2. Chart of affiliated enterprises: setting forth the relationship between the company and its affiliated enterprises, cross-shareholding ratios, numbers of shares held, and actual investment amounts.
  3. General manager, assistant general manager(s), deputy assistant general manager(s), and the manager of each department and branch institution: (Schedule 2)
    1. Name, work experience (educational background), amount and nature of shareholdings: setting forth the names; major work experience (educational background); positions concurrently held with other companies; job commencement date; number of shares held by them, their spouses, minor children, and held through nominees; and the acquisition of employee stock warrants.
    2. For those who are the spouses of or are related to the general manager or assistant general manager within the second degree of kinship, they shall also set forth their corporate position, name and relationship to the general manager or assistant general manager.
  4. Directors and supervisors: (Schedules 3 and 4)
    1. Name, work experience (educational background), amount and nature of shareholdings: setting forth the names; major work experience (educational background); positions concurrently held with this and other companies; appointment date and term; date of initial appointment; number of shares held by them at the time of appointment and those held presently by them, their spouses, minor children, and held through nominees, and the possession of professional knowledge. In the case of the representative of a corporate shareholder, the name of the corporate shareholder and the names of its 10 largest shareholders (and the holding percentage of each) shall be noted. If any of those 10 largest shareholders is a corporate shareholder, the name of the corporate shareholder and the names of its 10 largest shareholders (and the holding percentage of each) shall be noted.
    2. For those who are the spouses of or are related within the second degree of kinship to other managers, the directors or supervisors, they shall also set forth their corporate position, name and relationship to those other managers, the directors or supervisors.
  5. Promoters:
    1. For companies established for less than 1 year, relevant information of promoters whose shareholding percentage is among the top ten of the company shareholders shall be disclosed as pursuant to the previous subparagraph.
    2. For companies established for less than 3 years, 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 and the company since incorporation, other than the normal business transactions, shall be disclosed. For property transactions, the nature and location of the transacted item and the method for determining the transaction price shall also be disclosed. For properties purchased from a promoter, if the promoter bought the properties less than 2 years before selling them out, the promoter's purchasing costs shall also be explained.
  6. Remuneration to directors, supervisors, general manager, and assistant general manager(s) (Schedules 5 and 6):
    1. Remuneration paid to directors, supervisors, the general manger, and assistant general managers during the most recent fiscal year:
      1. The company may opt either to disclose aggregate remuneration information, with the name(s) indicated for each remuneration range, or to disclose the name of each individual and the corresponding remuneration amount.
      2. If any of the following applies to the company, it shall disclose the remuneration paid to each individual director and supervisor:
        1. A company that has had after-tax deficits in the most recent fiscal year shall disclose the remuneration paid to individual directors and supervisors.
        2. A company that has had an insufficient director shareholding percentage for 3 consecutive months or longer during the most recent fiscal year shall disclose the remuneration of individual directors; one that has had an insufficient supervisor shareholding percentage for 3 consecutive months or more during the most recent fiscal year shall disclose the remuneration of individual supervisors.
        3. A company that has had an average ratio of share pledging by directorsor supervisors in excess of 50 percent in any 3 months during the most recent fiscal year shall disclose the remuneration paid to each individual directoror supervisor having a ratio of pledged shares in excess of 50 percent for each such month.
    2. Compare, describe, and analyze respectively the ratio of total-remuneration-to-net-income for remuneration paid by the company and by all companies on the consolidated financial statements for the most recent 2 fiscal years to company directors, supervisors, general manager, and assistant general manager(s), and describe the policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its linkage to business performance and future risk exposure.
    "Affiliated enterprise" in subparagraph 2 of the preceding paragraph refers to an affiliated enterprise meeting the requirements in Article 369-1 of the Company Act.
Article 11     The section on "capital and shares" shall include the following items:
  1. Types of shares: describing the types of the currently outstanding issued shares of the company. (Schedule 7)
  2. Formation of capital:
    1. A description of the capital changes of the company for the most recent 5 years and up to the date of printing of the prospectus. If the paid-in capital has been increased, the prospectus shall note the sources of capital, the effective date for the current capital increase, the approval letter reference number and the amount. If shares are issued at less than par value, such information shall be prominently indicated. If monetary claims against the company, or technology 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.
    2. If a private placement, such fact shall be prominently indicated, and information shall be furnished on the status of any private placement of common shares during the three most recent fiscal years up to the date of printing of the prospectus, disclosing the date on which the private placement was approved at a shareholders meeting and the amount thus approved; the basis for and reasonableness of the pricing; the manner in which the specified persons were selected (where the offerees have already been arranged, the names of the offerees and relationship between the offerees and the company shall also be described); the reasons why the private placement was necessary; the targets of the private placement, their qualifications, subscription amounts, subscription price, relationship with the company, participation in the operations of the company, actual subscription price, the difference between the actual subscription price and the reference price; the effect of the private placement on shareholders' equity; and for the period from receipt of payment in full to the completion of the related capital allocation plan, the status of use of the capital raised through the private placement of common shares, the implementation progress of the plan, and the realization of the benefits of the plan. (Schedule 8)
  3. Status of recent dispersal of shareholding:
    1. shareholder structure: setting forth statistics of all types of the shareholders and the ratio thereof. (Schedule 9)
    2. status of dispersal of shareholding: setting forth the statistics of number of shareholders for each category of shareholder classified by various number of shares held by the shareholders, and the ratio between the number of the held shares to the total outstanding issued shares. (Schedule 10)
    3. list of major shareholders: setting forth the names, number of owned shares and the shareholding percentage of those who own 5 percent or more of the total issued shares or whose shareholding percentage is among the top ten of all the shareholders. (Schedule 11)
    4. the status that directors, supervisors and shareholders holding more than 10 percent of outstanding shares had waived their subscription right to the cash capital increase during the past 2 fiscal years and in the current fiscal year. If the subscription to the cash capital increase being waived was subscribed by related person who was designated for such subscription, the name of such related person, its relationship with the company, directors, supervisors and shareholders holding more than 10 percent of outstanding shares, and the number of the shares thus subscribed shall also be disclosed. (Schedule 12)
    5. the status of changes that directors, supervisors and shareholders holding more than 10 percent of outstanding shares had transferred and pledged their shares during the past 2 fiscal years and up to the prospectus' publishing date. If the counter party of such transfer or pledge of shares is a related person, the name of such counter party, its relationship with the company, directors, supervisors and shareholders holding more than 10 percent of outstanding shares, and the number of the shares thus acquired or pledged shall also be disclosed. (Schedule 13)
    6. relationship information, if among the 10 largest shareholders any one is a related party, as defined in the Statement of Financial Accounting Standards No. 6, or is the spouse or a relative within the second degree of kinship of another. (Schedule 13-1)
  4. The per share market price, net worth, profit, dividend and relevant information for the past 2 fiscal years. (Schedule 14)
    1. the highest, lowest and the average market price per share: Setting forth the highest and lowest market price per share of common stock for each fiscal year. And calculating each fiscal year's average market price based upon each fiscal year's actual transaction prices and volume.
    2. net worth per share: Using the number of the outstanding issued shares at year end as the basis to calculate the respective net worth per share (shareholder's equity) before and after the distribution.
    3. earnings per share.
    4. dividend per share: Setting forth the respective cash dividend and stock dividend of each fiscal year. If there are any cumulated and unpaid dividends, their amount shall also be disclosed.
    5. price-earnings (P/E) ratio
    6. price-dividend (P/D) ratio
    7. cash dividend yield.
  5. Company dividend policy and implementation status: Shall disclose the dividend policy set forth in the company's Articles of Incorporation and status of dividend distributions contemplated (decided) in the current fiscal year.
  6. The effect of dividend distributions contemplated for the current fiscal year on company operating performance and earnings per share.
  7. Employee bonuses and compensation of directors and supervisors, including:
    1. the percentages or ranges with respect to employee bonuses and director/supervisor compensation, as set forth in the company's articles of incorporation;
    2. the basis for estimating the amount of employee bonuses and director/supervisor compensation, for calculating the number of shares to be distributed as stock bonuses, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
    3. where a profit distribution proposal has been approved by the board of directors but not yet passed by shareholders' meeting, the prospectus shall indicate:
      1. the value of any employee cash/stock bonuses and director/supervisor compensation proposals approved by the board of directors. If there is any discrepancy between such a value and the estimated figure for the year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed;
      2. the value of any employee stock bonus proposal approved by the board of directors, and the size of such value as a percentage of the sum of the current after-tax net income and total employee bonuses; and
      3. the effect upon imputed earnings per share of any proposed distribution of employee bonuses and director/supervisor compensation.
    4. where a profit distribution proposal has already been passed by shareholders' meeting, the prospectus shall indicate:
      1. the value of any employee cash/stock bonuses and director/supervisor compensation to be distributed pursuant to shareholders' resolution. If there is any discrepancy between such a value and that of the distribution proposal approved by the board of directors, the discrepancy, its cause, and the status of treatment shall be disclosed;
      2. the number of shares to be distributed in any employee stock bonus to be distributed pursuant to shareholder's resolution, and the size of such distribution as a percentage of capital increase through capitalization of retained earnings; and
      3. the effect upon imputed earnings per share that will result from distribution of the employee bonuses and director/supervisor compensation.
    5. the actual distribution of employee bonuses and director/supervisor compensation for the previous fiscal year (with an indication of the number, value, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee bonuses and director/supervisor compensation, additionally the discrepancy, cause, and how it is treated.
  8. Status of company buyback of corporate stocks: companies shall describe, for the 3 most recent fiscal years and the period up to the date of printing of the prospectus, the purpose of the application for buyback of corporate stocks, the time period of buying back stocks, the price range for buybacks, the categories, number, and dollar amount of stocks that have already been bought back, the number of stocks that have already been canceled and transferred, the accumulated number of corporate stocks, and the ratio of the accumulated number of corporate stocks to the total number of issued stocks. (Schedule 15)
Article 31     A company listed on the stock exchange or traded on an OTC market shall record the following matters relating to the state of its implementation of corporate governance:
  1. The state of operations of the board of directors: Number of meetings; attendance rate of each director; an evaluation of targets for strengthening of the functions of the board during the current and immediately preceding fiscal years, and measures taken toward achievement thereof; and any other matters that require reporting. (Schedule 56)
  2. The state of operations of the audit committee or the state of participation in board meetings by the supervisors: Number of meetings; rate of attendance (or of attendance as a non-voting participant) of each independent director or supervisor; and any other matters that require reporting. (Schedule 56-1, Schedule 56-1-1)
  3. The state of the company's implementation of corporate governance, any departure of such implementation from the Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies, and the reason for any such departure. (Schedule 56-2)
  4. If the company has a compensation committee in place, the composition, duties, and operation of the compensation committee shall be disclosed.
  5. The state of the company's performance of social responsibilities: systems and measures that the company has adopted with respect to environmental protection, community participation, contribution to society, service to society, social and public interests, consumer rights and interests, human rights, safety and health, and other social responsibilities and activities, and the state of implementation. (Schedule 56-2-1)
  6. The state of the company? performance in the area of good faith management and the adoption of related measures.
  7. If the company has adopted corporate governance best-practice principles or related bylaws, it shall disclose how these are to be searched.
  8. A summary of resignations and dismissals, during the most recent fiscal year and up to the date of printing of the prospectus, of persons connected with the company's financial report (including the chairman of the board of directors, general manager, principal accounting officer, and chief internal auditor). (Schedule 56-3)
  9. Any other material information that would afford a better understanding of the status of the company's implementation of corporate governance may also be disclosed.
    The provisions of the preceding paragraph shall also apply to any securities firm, securities investment trust enterprise, securities investment consulting enterprise, or futures commission merchant that is a public company.