| Title： |
Regulations Governing the Offering and Issuance of Securities by Securities Issuers(2007.03.06) |
| Date： |
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Article 56-1
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To issue employee stock warrants that are not subject to the exercise price restriction set out in Article 53, an issuer is required to obtain the consent of at least two-thirds of the voting rights represented at a shareholders meeting attended by shareholders representing a majority of the total issued shares. The issuer is allowed to register multiple issues over a period of one year from the date of the shareholders resolution [provided that the combined number of subscribable shares does not exceed the number approved by the shareholders].
To carry out the type of issue referred to in the preceding paragraph, the issuer shall be required to list the following information in the notice of reasons for convening the shareholders meeting, and may not raise the matter by means of an extraordinary motion:
1. The total number of employee stock warrants to be issued, the number of shares subscribable per stock warrant, and the number of new shares that will have to be issued to cover exercise of the warrants or the number of shares that will have to be repurchased in accordance with the provisions of Article 28-2 of the Act.
2. The criteria for determination of the exercise price, and the reasonableness of the price.
3. Qualification requirements for warrant subscribers, and the number of shares they are allowed to subscribe for.
4. The reasons why it is necessary to issue the employee stock warrants.
5. Factors affecting shareholders' equity:
(1) The expensable amount, and dilution of the company's earnings per share.
(2) Where previously issued shares will be used to cover the warrants, explain what financial burden this will impose on the company.
The number of subscribable shares represented by the employee stock warrants that the issuer is registering to issue in accordance with paragraph 1, plus the number of subscribable shares represented by any outstanding employee stock warrants previously issued in accordance with this article, may not exceed 5 percent of total issued shares.
The employee stock warrants issued by an issuer in accordance with paragraph 1 that are given to any one warrant subscriber may not exceed 10 percent of the total number registered for issuance, and the shares issued in accordance with this article that are subscribed by any one warrant subscriber during any given fiscal year may not exceed 0.3 percent of the total issued shares on the final day of the year.
Matters that a company is required by paragraph 1 to submit for a shareholders meeting resolution shall be set out in its articles of incorporation.
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Article 76
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These Regulations shall be enforced from the date of issuance, except for Articles 10 and 71 which shall be enforced on 1 July 2006.
The amended Article 56-1 of these Regulations shall be implemented from 1 January 2008.
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