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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(2020.01.22)
Date：
Article 3     On the front cover of the prospectus, the common stock code shall be printed in the upper right hand corner, and the following particulars shall be printed in sequential order:
  1. The name and seal of the company or preparatory office.
  2. Where the prospectus is prepared for the purpose of issuing the following securities:
    1. Issuance of new shares: the source of this new issue, types of new shares, number of shares, value, conditions of the issue, the public underwriting ratio, and manner of underwriting and sale allocation. If there are specially agreed conditions for preferred shares, the page number in the prospectus where these are set forth in full shall be separately noted.
    2. Issuance of corporate bonds: types, value, interest rate, conditions of issue, the public underwriting ratio, and manner of underwriting and sales allocation. If there are conversion or subscription features, the page number in the prospectus where these are set forth in full shall be separately noted.
    3. Issuance of employee stock warrants: number of units issued, number of shares subscribable per stock option certificate, option exercise conditions, and method of performance. For option exercise conditions, readers may be referred simply to the page number in the prospectus where such conditions are listed in full.
    4. Issuance of new restricted employee shares: type of issue, number of shares, value, and conditions of issue. For conditions of issue, readers may be referred simply to the page number in the prospectus where the conditions are listed in full.
    5. Establishment by public offering: authorized capital amount, source of the current issue of new shares, types of new shares, number of shares, value, conditions of issue and the number of shares subscribed by the promoters.
    6. Other.
  3. Summary of the purpose of the capital application plan and the projected possible effect thus created. The page numbers in the prospectus where this is set forth in full shall also be noted.
  4. Fees and charges related to the current issue:
    1. Underwriting fees.
    2. Other fees and charges, including such other fees and charges as related to certified public accountants and attorneys (no itemization is required).
  5. The following statements shall be printed in a conspicuous manner:
    1. The effective registration of the securities may not be cited in an advertisement as proof of the veracity of registration particulars, or to guarantee the value of the securities.
    2. If the prospectus contains false or omitted information, the issuer and its responsible person and all other persons who sign or affix their seal on the prospectus shall be held liable in accordance with laws.
    3. efore making any investment, investors shall go to the information disclosure website designated by the Financial Supervisory Commission (FSC) to carefully read the content of the prospectus and take note of the company's risks. The page number in the prospectus where these are set forth in full must be separately noted.
    4. The web addresses for enquiry about the prospectus, including the address of the information disclosure website designated by the FSC and the web address used by the company to disclose information relating to the prospectus.
    6.     6. Publication date.
        A prospectus prepared in order to register for public offering and issuance of securities shall note on its front cover that it is a draft version for the purpose of such registration.
        Where any of the following occurs, the company shall make a statement to that effect in bold typeface on the cover of the prospectus:
    1. Where there has been a change in the common stock code referred to in the preceding paragraph, both the original stock code and the new stock code shall be printed in the fiscal year in which such change occurred and in the 2 consecutive fiscal years thereafter.
    2. Where there has been a change in the company name as referred to in the first paragraph, the change shall be disclosed by printing the new and old names adjacently in the fiscal year in which such change occurred and in the 2 consecutive fiscal years thereafter.
    3. If stabilization operations are proposed in connection with cash capital increase in accordance with the relevant regulations, the following statement shall be noted: "To deal with price fluctuations in the stock market, the underwriter may proceed with stabilization operations regarding the issued shares of the current right issue if necessary."
    4. Where an issuer is registering to issue shares at below par value, it shall also note that the company is issuing the new shares at a discount.
    5. The par value of the shares.
    6. Where an issuer is registering to issue straight corporate bonds and purchasers of the bonds are restricted, it shall note the restriction.
    7. Where new shares are issued upon merger or acquisition (including merger or consolidation, 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.
    8. For cases of establishment by offering and of public offerings by companies whose shares are neither listed on the Taiwan Stock Exchange (TWSE) (hereinafter, are "unlisted") nor traded on the Taipei Exchange (TPEx), the following shall also be noted: "The shares are neither listed on the TWSE nor traded on the TPEx."
    9. The company has an accumulated deficit or has had 2 consecutive years of losses, and its net worth per share is lower than par value.
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: (Table 2)
    1. Name, gender, nationality, 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.
    3. Where the chairperson of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto.
  4. Directors and supervisors:
    1. Name, gender, nationality or place of registration, 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. (Tables 3 and 4)
    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. (Table 3)
    3. Where the chairperson of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto. (Table 3)
  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, all 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 paid to directors, supervisors, general manager, and assistant general manager(s) for the most recent fiscal year (Tables 5 and 6):
    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 posted after-tax deficits in the parent company only financial reports or individual financial reports within the most recent 3 fiscal years shall disclose the remuneration paid to individual directors and supervisors. This requirement, however, shall not apply if the company has posted net income after tax in the parent company only financial report or individual financial report for the most recent fiscal year and such net income after tax is sufficient to make up the accumulated deficits.
      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 director supervisors in excess of 50 percent in any 3 months during the most recent fiscal year shall disclose the remuneration paid to each individual director supervisor having a ratio of pledged shares in excess of 50 percent for each such month.
      4. If the total amount of remuneration received by all of the directors and supervisors in their capacity as directors or supervisors of all of the companies listed in the financial reports exceeds 2 percent of the net income after tax, and the remuneration received by any individual director or supervisor exceeds NT$15 million, the company shall disclose the remuneration paid to that individual director or supervisor.
      5. A company listed on the TWSE or the TPEx is ranked in the lowest tier in the corporate governance evaluation for the most recent fiscal year, or in the most recent fiscal year or up to the date of publication of the annual report for that year, the company's securities have been placed under an altered trading method, suspended from trading, delisted from the TWSE or the TPEx, or the Corporate Governance Evaluation Committee has resolved that the company shall be excluded from evaluation.
      6. The average annual salary of the full-time non-supervisory employees in a TWSE or TPEx listed company is less than NT$500,000.
    3. If the circumstance in sub-item "a" or in sub-item "e" of the preceding item applies to a company listed on the TWSE or the TPEx, it shall disclose the individual remuneration paid to each of its top five management personnel. (Table 5)
    4. Compare and analyze the total remuneration as a percentage of net income stated in the parent company only financial reports or individual financial reports, paid by this company and by all consolidated entities (including this company) for the most recent 2 fiscal years to each of this company's directors, supervisors, general managers, and assistant general managers, 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. (Table 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 prospectus publication date. 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 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 prospectus publication date, 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. (Table 8)
  3. Status of recent dispersal of shareholding:
    1. Shareholder structure: setting forth statistics of all types of the shareholders and the ratio thereof. (Table 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. (Table 10)
    3. List of major shareholders: setting forth the names, number of owned shares and the shareholding percentages of those who own 5 percent or more of the total issued shares, and if those are fewer than 10 shareholders, also disclosing that information for all the shareholders who rank in the top 10 in shareholding percentage. (Table 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. (Table 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 publication 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, managerial officers, and shareholders holding more than 10 percent of outstanding shares, and the number of the shares thus acquired or pledged shall also be disclosed. (Table 13)
    6. Relationship information, if among the 10 largest shareholders any one is a related party, or is the spouse or a relative within the second degree of kinship of another. (Table 14)
  4. The per share market price, net worth, profit, dividend and relevant information for the past 2 fiscal years. (Table 15)
    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. Compensation of employees, directors, and supervisors, including:
    1. The percentages or ranges with respect to employee, director, and supervisor compensation, as set forth in the company's articles of incorporation;
    2. The basis for estimating the amount of employee, director, and supervisor compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
    3. Information on any approval by the board of directors of distribution of compensation:
      1. The amount of any employee compensation distributed in cash or stocks and director/supervisor compensation . If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed;
      2. The amount of any employee compensation distributed in stocks as a percentage of the sum of the current after-tax net income and total employee compensation.
    4. Report on the status and result of compensation distribution at a shareholders' meeting.
    5. The actual distribution of employee, director, and supervisor compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is treated.
  8. Status of a company repurchasing its own shares: (Table 16)
    1. Repurchases already completed: The company shall describe, for the 3 most recent fiscal years and the period up to the prospectus publication date, the purpose of the repurchase of its own shares, the period for the repurchase, the price range of the shares to be repurchased that it reported, and the type, number, and monetary amount of the shares already repurchased, the ratio of the number of shares that were repurchased to the planned number of shares to be repurchased, the number of shares that have been canceled and that have been transferred, the cumulative number of its own shares that the company holds, and the ratio of the cumulative number of its own shares that it holds to the total number of its issued shares.
    2. Any repurchase still in progress: The company shall describe the purpose of the repurchase, the type of shares to be repurchased, the ceiling on the total monetary amount of the repurchase, the planned period for the repurchase, and number of shares to be repurchased, and the price range of the shares to be repurchased, and also shall specify, as of the prospectus publication date, the type, number, and monetary amount of the shares already repurchased, and the ratio of the number of shares that were repurchased to the planned number of shares to be repurchased.
Article 19     The description of the "operation of the company" shall include the following items:
  1. Business content:
    1. Scope of business: Setting forth the main line(s) of business engaged in by the company and its percentage out of the entire company business, company's current products (services), and the new products (services) planned to be developed.
    2. Industry summary: Describing the industry's current condition and development, relations with industries upstream, downstream and at the same level, various trends of product development and competition status.
    3. Technology and research & development summary: Setting forth the technological arrangement in business operations, research & development, personnel involved in research & development and their educational background and employment history, along with their invested research costs each year for the last 5 years and any successfully developed technologies or products.
    4. Long and short term plans for business development.
  2. Summary of market and production/sales
    1. Market analysis: Analyzing the areas/regions of sales (supply) of the company's major products (services), market share, market's future supply/demand conditions and development potential, competitive niche, and the advantageous and disadvantageous factors for future development and policies for dealing with them.
    2. Important use and production process for the major products.
    3. Supply status of the major raw materials.
    4. Description of major gross profit margin changes by each department classification or major product classification for the most recent 2 years: When the gross profit margin fluctuates over 20 percent from the previous year's rate, analysis of the key factors causing the price/volume changes and their impact on the gross profit margin shall be made. For construction companies or companies with construction departments, setting forth an analysis on the estimated recognized income and gross profit for each construction project during the year of registration and the preceding year, and describing whether there are any unusual events involved in the gross profit margin of each construction project and the expected sales for projects that have been completed but not yet sold. (Tables 33, 34)
    5. List of principal suppliers and clients: Setting forth the names of any suppliers (clients) that have supplied (sold) 10 percent or more of the company's procurements (sales) in either of the preceding 2 fiscal years, and the monetary amount and the proportion of such procurements (sales) as a percentage of total procurements (sales), and explaining the reason for any change in the amount; provided however, that Where the company is prohibited by contract from revealing the name of a trading counterpart, or where a trading counterpart is an individual person who is not a related party, a code may be used in place of such trading counterpart's actual name. (Tables 35, 36)
    6. Production for the most recent 2 fiscal years: Setting forth production by volume, production by value, and production capacity for the most recent 2 fiscal years by each department classification or major product classification, and an analysis of any changes. (Table 37)
    7. The sales volume and value for the most recent 2 fiscal years: Setting forth the sales volume and sales value for the most recent 2 fiscal years by each department classification or major product classification, and an analysis of any changes. (Table 38)
  3. Number of employees for the most recent 2 fiscal years: Documenting the employees information for the past 2 fiscal years and up to the prospectus publication date of the current fiscal year. 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. (Table 39)
    4. Information on environmental protection expenditures:
  4. According to laws and regulations if it is required to apply for a permit for installing anti-pollution facilities, or permit of pollution drainage, or to pay anti-pollution fees, or to organize and set up an exclusively responsible unit/office for environmental issues, the description of the status of such applications, payment or establishment shall be made.
    1. Setting forth the company's investment on the major anti-pollution facilities, the use purpose of such facilities and the possible effects to be produced. (Table 40)
    2. Describing the process undertaken by the company on environmental pollution improvement for the most recent 2 fiscal years and up to the prospectus publication date. If there had been any pollution dispute, its handling process shall also be described.
    3. Describing any losses suffered by the company in the most recent 2 fiscal years and up to the prospectus publication date due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in environmental protection inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided.
    4. Explaining the current condition of pollution and the impact of its improvement to the profits, competitive position and capital expenditures of the company, as well as the projected major environment-related capital expenses to be made for the coming 2 fiscal years.
  5. Labor relations:
    1. Setting forth all employee benefits, continuing education, training, retirement systems, and the status of their implementation, as well as the status of agreements between labor and management, and all measures aimed at preserving the rights and interests of employees.
    2. Describing any losses suffered by the company in the most recent 2 fiscal years and up to the prospectus publication date due to labor disputes (including any violations of the Labor Standards Act found in labor inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, the substance of the legal violations, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided.
Article 20     For property, plant and equipment, other real properties, or right-of-use assets therein, the following items shall be recorded:
  1. Self-owned assets:
    1. Setting forth the names, quantities, acquisition dates, acquisition costs, revaluation gains and non-depreciated balance amount of the property, plant and equipment if the acquisition cost is 20 percent or more of the paid-in capital or NT$300 million or more. The use, insurance, encumbrances, and any other restriction of rights with respect to the property, plant and equipment shall also be disclosed. However, in the case of shares issued by a company with no par value or a par value other than NT$10 per share, the calculation of 20 percent of the paid-in capital shall be replaced by 10 percent of the equity attributable to owners of the parent. (Table 41)
    2. Setting forth the names, lot sizes, premises locations, acquisition dates, acquisition costs, revaluation gains, non-depreciated balance amount, published value or house/apartment's appraised value, fair value, and the proposed future disposition or development plans of the idle real properties and the real properties which have been held for 5 fiscal years or more for investment purposes.
    (Table 42)
  2. Right-of-use assets:
    Setting forth the name, quantity, lease period, lessor name, original book value, and balance not yet depreciated of any right-of-use asset underlying lease asset of an amount reaching 20 percent or more of the paid-in capital or NT$300 million or more, and also disclosing insurance information and important stipulations of the lease. (Table 43)
  3. Each factory's current condition and facility productivity ratio for most recent 2 fiscal years. (Tables 44, 45)
Article 31     The section on "special items to be included" shall set forth the important contents of the registration statement, including:
  1. Summary of the internal control system: The prospectus shall set forth the CPA's suggestions for improving the internal control system and improvements to major flaws discovered through internal auditing in the most recent 3 fiscal years, and shall also disclose the following items:
    1. Internal control statement.
    2. Where the company has retained CPAs to exclusively review its internal control systems, the prospectus shall set forth the reason for doing so, the CPAs' review opinions, measures the company has taken for improvement, and the condition of improvement on lacking items.
  2. Those who have retained an FSC-approved or -recognized credit rating institution to conduct a credit rating/evaluation shall disclose the credit rating/evaluation report issued by the credit rating institution.
  3. Summary opinion from the securities underwriter's assessment.
  4. Attorney's legal opinion.
  5. Summary opinion stated in the case checklist schedule written by the issuer and reviewed by a CPA.
  6. The improvement status of the items notified to be corrected, if at the time the company registered (or applied for approval of) the previous offering and issuance of securities the FSC had notified it to make self-correction on certain items.
  7. The items notified to be further disclosed, if at the time the company registered the current offering and issuance of securities the FSC had notified it to make supplemental disclosure on certain items.
  8. The statement or undertakings disclosed in the prospectus by the company at the initial public offering for its listing on the TWSE or TPEx, or in its previous registration (application) for offering and issuance of securities, or the registration (application) for any offering and issuance of securities in the most recent 3 fiscal years, and the current state of fulfillment.
  9. 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 fiscal year and up to the prospectus publication date.
  10. If there has been any legal penalty against the company or its internal personnel, or any disciplinary penalty by the company against its internal personnel for violation of the internal control system, during the most recent fiscal year or during the current fiscal year up to the prospectus publication date, where the result of such penalty could have a material effect on shareholder equity or securities prices, the prospectus shall disclose the penalty, the main shortcomings, and the condition of improvement.
  11. The statement issued by the securities underwriter, the issuer, and the issuer's directors, supervisors, general manager, financial or accounting officer, and the managerial officers involved in the current registration for public offering and issuance of securities, specifying that no underwriting related fees will be refunded or collected.
  12. For a case that involves the issuer conducting a cash capital increase or an offering of corporate bonds with equity characteristics and adopting book building and public underwriting, the statement issued by the securities underwriter and issuer, specifying that allocation to related parties and insiders is prohibited.
  13. Other necessary items to be supplemented and explained.
    If the issuer, in consideration of the nature of the business engaged in, has retained experts with special professional knowledge and experience in technical, operational, or financial areas to undertake an analytical comparison of the issuer's current business operational status against the future development after the current issuance of securities, and to provide an opinion regarding said issuance, the evaluation and opinion of such experts shall be disclosed.
Article 32     A company listed on the TWSE or the TPEx 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. (Table 58)
  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. (Table 59, Table 60)
  3. The state of the company's implementation of corporate governance, any variance of such implementation from the Corporate Governance Best-Practice Principles for TSEC/TPEx Listed Companies, and the reason for any such variance. (Table 61)
  4. If the company has a compensation committee in place, the composition and operation of the compensation committee shall be disclosed. (Table 62)
  5. The state of the company's performance of social responsibilities, any variance from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance. (Table 63)
  6. The state of the company's performance in the area of ethical corporate management, any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance. (Table 64)
  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 prospectus publication date, of the company's chairperson of the board of directors, general manager, chief accounting officer, chief financial officer, chief internal audit officer, chief corporate governance officer, and chief research and development officer. (Table 65)
  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.