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Amendments

Title:

Regulations Governing Information to be Published in Financial Institution Prospectuses for Offering and Issuance of Securities  CH

Amended Date: 2020.03.24 

Title: Regulations Governing Information to be Published in Financial Institution Prospectuses for Offering and Issuance of Securities(2005.12.26)
Date:
Article 1     These Regulations are prescribed according to Article 30, paragraph 2 of the Securities and Exchange Act.
Article 2     A prospectus shall be prepared in accordance with the following basic principles:
  1. The content of the prospectus must be truthful and precise. The wordings and descriptions shall be easy to understand. No false information or omission is allowed therein.
  2. The content of the prospectus must be timely and up to date. Trades or other events occurring before the printing of the prospectus that are sufficient to affect the judgment of interested parties' shall be disclosed.
Article 3     The common stock code shall be printed in the upper right corner of the front cover of the prospectus, and the following items shall be printed on the front cover in sequential order:
  1. The name and seal of the company or preparatory office.
  2. A statement that the reason for preparation of the prospectus is the issuance of securities, as follows:
    1. Issuance of new shares: the source of the new issue, types of new shares, number of shares, amount, terms and conditions of issuance, the public underwriting ratio, manners of underwriting and allocation; if there are specially agreed conditions for preferred shares, the referenced page number shall be separately noted.
    2. Issuance of corporate bonds: type, amount, interest rate, terms and conditions of issuance, the public underwriting ratio, and manner of underwriting and allocation. If there are conversion, exchange, or warrant exercise rules, the referenced page number shall be separately noted.
    3. Issuance of employee stock warrants: the number of units to be issued, the number of shares that can be purchased per stock warrant, warrant exercise conditions, and method of exercise. It is permissible to refer the reader to a page number in the text where the warrant exercise conditions can be found.
    4. Incorporation by public offering: Authorized capital, the source, type, and number of the current issue of new shares, dollar amount of the issue, terms and conditions of issuance, and the number of shares subscribed to by promoters.
    5. Other matters.
  3. Summary of the purpose of the funds allocation plan and the projected possible effect thus created. Referenced page number shall also be noted.
  4. The following wordings shall be printed in a conspicuous manner:
    1. The effective registration (or approval) of the securities may not be cited in publicity as proof of the veracity of the particulars set forth in the filing (or application), or as guarantee of 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 place their seal on the prospectus shall be held liable under the law.
    3. Investors are strongly advised to read this prospectus carefully and take note of the risks associated with this company. In addition, the reader shall be referred to page numbers in the text where related information can be found.
    4. Web addresses for inquiries regarding this prospectus, including the web address of the information reporting website designated by the Financial Supervisory Commission, Executive Yuan (FSC), and the web address where the company discloses the relevant prospectus data.
  5. Publication date.
    A prospectus prepared in order to register (or apply for) the offering and issuance of securities shall bear a note on the front cover indicating that it is a preliminary prospectus for the purpose of registration (or application).    If any of the following situations arises with respect to the company, that fact shall also be noted in bold lettering on the front cover:
  1. When there is a change in the common stock code, the original stock code shall also be printed during the year of the change and for two succeeding years afterwards.
  2. When there is a change in the company name, the original name and the new name shall be printed together in juxtaposition during the year of the change and for two succeeding years afterwards.
  3. If, in connection with a cash capital increase, there are plans to engage in stabilization operations in accordance with requirements, the following statement shall also be printed: "To deal with any securities market price fluctuation that may result from this cash capital increase, the underwriter may as necessary engage in stabilization operations in accordance with requirements."
  4. Where an issuer is registering (or applying) to issue shares at below par value, it shall note that the company is issuing the new shares at a discount.
  5. Where new shares are to be issued in connection with merger or acquisition (including merger, acquisition, or demerger) 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.
  6. In a case involving incorporation by public offering, or in a case involving public issuance to outside parties by a company whose shares are neither listed on a stock exchange (hereinafter referred to as "not exchange-listed") nor traded on an over-the-counter (OTC) market, the following statement shall also be printed: "The shares are not listed on a stock exchange or traded on an OTC market."
Article 4     The inside front cover of the prospectus shall be printed with the following items relevant to the current issue in sequential order:
  1. Sources of paid-in capital before the current issue, including cash capital increase, recapitalization of retained earnings, recapitalization of capital reserve, capital increase in connection with merger, and other sources of funds, and the respective ratio thereof compared with the paid-in capital amount.
  2. The prospectus distribution plan: describing the places for displaying the prospectus, ways of distribution, and methods for requesting and obtaining the prospectus.
  3. Name, address, website URL, and telephone number of the securities underwriter.
  4. Name, address, website URL, and telephone number of the corporate bond guarantor institution.
  5. Name, address, website URL, and telephone number of the corporate bond trustee.
  6. Name, address, website URL, and telephone number of the stock or corporate bond certification institution.
  7. Name, address, website URL, and telephone number of the institution handling share transfer.
  8. Name, address, website URL, and telephone number of the credit rating institution.
  9. Firm names, addresses, website URLs, telephone numbers, and the names of the certifying lawyer and certified public accountant (CPA) for the corporate bonds.
  10. Firm name, address, website URL, telephone number, and the name of the certifying CPA for the most recent year's financial report.
  11. The name of the reviewing attorney, and the name, address, web address, and telephone number of his/her firm.
  12. Name, title, contact telephone number and e-mail address of the spokesperson and the deputy spokesperson.
  13. Company's web address.
Article 5     The back cover of the prospectus shall be signed or sealed by a majority of the directors and the president of the company or the preparatory office representative.
    When processing securities underwriting in accordance with requirements, the securities underwriter and its responsible person, CPA, attorney, and other experts shall sign or seal the part in the prospectus for which they are responsible.
Article 6     Unless otherwise provided in Chapter 3 (Simplified Prospectus) or Chapter 4 (Prospectus for Incorporation by Public Offering), the content of a prospectus shall include the following items:
  1. A company overview: Including brief company profile, its risks, company organization, capital and shares, corporate bonds, and information on any issuance of preferred shares, financial bonds, overseas depositary receipts, employee stock warrants, mergers and acquisitions, and acquisitions of shares in other companies.
  2. An overview of operations: Including the operation of the company, fixed assets and other real properties, investee enterprises, important contracts, and any other items required to be described or supplemented.
  3. An issuance plan and the status of its implementation: Including analysis of the funds allocation plan for the previous cash capital increase, merger or acquisition, acquisition of another company's shares, or issuance of corporate bonds; analysis of the funds allocation plan for the current cash capital increase or issuance of corporate bonds; and status of the current issue of new shares due to assignment of another company's shares, or current issue of new shares due to merger or acquisition.
  4. A financial overview: Including the summarized financial data for the most recent five years, financial statements, financial overview, and other important matters and information, and a review and analysis of the company's financial status and operating results.
  5. Matters of special note.
  6. Important resolutions.
Article 7     A prospectus shall include all content specified in the preceding paragraph and be published with a paginated table of contents and summary (Attachment 1). Where the company has nothing to report with respect to a particular item or the FSC has exempted it from including a particular item, the prospectus may carry a note indicating that the item in question is "not applicable" or "omitted." A financial holding company shall additionally include a summary table for each subsidiary, to include the company name, address, telephone number, principle products, market structure, the proportion of shares in the company held by the holding company, revenues for the most recent two years, profitability, and the proportion of its revenues relative to the revenues of the holding company.
    If any required information would be repeated, it is permissible to note such information in just one place and simply provide a page number in other places as reference.
Article 8     The "brief company profile" shall include the following items:
  1. Date of incorporation.
  2. Addresses and telephone numbers of the head office and branches.
  3. Company history: This section shall, with respect to the most recent five fiscal years as well as the current fiscal year up to the date of printing of the prospectus, include information on any merger and acquisition activities, purchase of important real properties, launch of new financial products, instances where a significant number of shares belonging to a director, supervisor, or major shareholder holding 1% or more of shares has been transferred or has otherwise changed hands, any change in managerial control, and any other important matters that could affect investors' interests. This section shall further explain how the above matters will affect the company. If there is information related to earlier fiscal years that can help provide a significantly clearer understanding of the company's situation, such information shall also be included in the prospectus.
Article 9     The section on risks shall set forth the following information:
  1. Drivers of risk: The prospectus shall analyze and evaluate the following matters during the preceding fiscal year and in the current fiscal year up to the date of the printing of the prospectus:
    1. External drivers of risk:
      1. Effect upon the company's financial and business affairs of changes in important government policies, laws, and financial accounting standards at home and abroad, as well as response measures being or to be taken.
      2. Effect of changes in the financial and business climate at home and abroad upon the company's financial and business affairs, as well as response measures being or to be taken.
      3. Effect of changes in market competition at home and abroad upon the company's financial and business affairs, as well as response measures being or to be taken.
      4. Effect of changes in real estate market price levels upon the value of mortgage collateral and the quality of credit assets, as well as response measures being or to be taken.
      5. Effect of differences between laws and regulations at home and abroad upon the current offering and issuance of securities.
    2. Drivers of operational risk:
      1. Organizational framework and policies for risk management.
      2. Methods for measuring and controlling risks, and exposure quantification information.
      3. Asset quality: With respect to the most recent two fiscal years, provide the dollar amount of non-performing credit, exposures to interested parties and risk concentrations, a maturity analysis of assets and liabilities, and sensitivity to market risk. (Attachments 2 to 5)
      4. Research and development plans for the future, and expenditures expected for research and development work.
      5. Effect of the company's investment activities on its financial and business affairs.
      6. Expected benefits and risks associated with any expansion of business locations, and any response measures being or to be taken.
      7. Risks associated with any concentration of business, and response measures being or to be taken.
      8. Effect of possible material changes expected in the company's principal businesses (including types of business, transaction volume, and revenues), and mitigation measures being or to be taken.
      9. Effect upon and risk to the company associated with any change in managerial control or concentration of equity ownership, and response measures being or to be taken.
      10. Expected benefits of any mergers or acquisitions, as well as possible risks and any response measures being or to be taken.
      11. Effect of employee infidelity or errors upon the company's financial and business affairs, as well as response measures being or to be taken.
      12. Effect of damage to information systems upon the company's financial and business affairs, as well as response measures being or to be taken.
      13. Effect of financial holding company group business operations upon the company's financial and business affairs, as well as response measures being or to be taken.
    3. Other drivers of risk:
      1. Current credit rating and changes therein over the preceding two fiscal years.
      2. Effect of any damage to corporate image upon the company's crisis management, as well as response measures being or to be taken.
      3. Other important risks and any response measures being or to be taken.
  2. Litigious and non-litigious matters:
    1. For litigious or non-litigious proceedings or administrative disputes involving the company with respect to which a judgment has become final and unappealable in the most recent two fiscal years or in the current year up to the date of printing of the prospectus, and for any such matter still pending, if the outcome could materially impact shareholders' equity or the prices of the company's securities, the prospectus shall list the facts of the dispute, amount of money at stake in the dispute, the date of commencement of proceedings, the main parties to the dispute, and current status of the dispute's handling.
    2. For litigious or non-litigious proceedings or administrative disputes involving a company director, supervisor, the general manager, a de facto responsible person, a major shareholder with a stake of 1% or more, or a controlled company, if a judgment has become final and unappealable in the most recent two fiscal years or in the current year up to the date of printing of the prospectus, or if such a matter is still pending, if the outcome could materially impact shareholders' equity or the prices of the company's securities, the information to be disclosed shall be the same as that set forth in the preceding item.
    3. Where any of the situations set out under Article 157 of the Securities and Exchange Act has occurred with respect to a company director, supervisor, managerial officer, or major shareholder with a stake of greater than 10% within the preceding two fiscal years, or in the current year up to the date of printing of the prospectus, the prospectus shall indicate that fact and describe the current status of the company's handling of the matter.
  3. If a company director, supervisor, managerial officer, or major shareholder holding a stake of 1% or more has experienced financial difficulties or loss of creditworthiness in the most recent two fiscal years, or in the current year up to the date of printing of the prospectus, the prospectus shall indicate the impact on the company's financial status.
  4. Other matters of important significance.
Article 10     The section on company organization shall set forth the following information:
  1. Organizational system: Show the company's structure and the tasks of its principal divisions.
  2. Diagram of affiliated enterprises: Show the relationships between the company and its affiliated enterprises, their mutual shareholding ratios and share amounts, and their actual investment amounts.
  3. The following information on the general manager, assistant general managers, deputy assistant general managers, and the supervisors of departments and divisions: (Attachment 6)
    1. Name, work experience (academic qualifications), and any shareholdings and the nature thereof: Set forth each person's name, principal work experience (academic qualifications), any positions concurrently held in other companies, job commencement date, the number of shares held by the person, his or her spouse, or minor children, shares held under the name of another party, and any holdings of employee stock warrants.
    2. For any such person who is the spouse of, or related within the second degree of kinship to, the general manager, an assistant general manager, or a deputy assistant general manager, set forth the job title and name of the general manager, assistant general manager, or deputy assistant general manager to whom he or she is related, and further indicate the nature of the relationship.
  4. Directors and supervisors: (Attachment 7, Attachment 8)
    1. Name, work experience (academic qualifications), any shareholdings and the nature thereof: Set forth each person's name, principal work experience (academic qualifications), any position(s) concurrently held in this and/or other companies, appointment date, term of appointment, date of first appointment, number of shares held at the time of appointment and presently by the person, his or her spouse, and minor children, shares held under the name of another party, and the person's professional expertise. If the person is the representative of a corporate shareholder, indicate the name of the corporate shareholder, and the names of the shareholders who hold more than 10% of the shares of such corporate shareholder or the top 10 shareholders in terms of their shares.
    2. If the person is the spouse of, or related within the second degree of kinship to, another officer, director, or supervisor, set forth the job title and name of the other person and specify the relationship.
    3. Indicate whether the directors and supervisors have five years or more experience in business, law, finance, or operational areas required by the company, and whether any of the following conditions exist:
      1. They are not an employee of the company or a director, supervisor, or employee of any of its affiliated enterprises.
      2. They do not directly or indirectly hold one percent or more of the company's total issued shares nor are they among the top 10 natural person shareholders.
      3. They are neither the spouse of a person in either of the two preceding categories nor their direct relation within the second degree of kinship.
      4. They are not a director, supervisor, or employee of an institutional shareholder that directly or indirectly holds five percent or more of the total issued shares of the company, nor are they a director, supervisor, or employee of any of the top five institutional shareholders of the company.
      5. They are not a director, supervisor, managerial officer, or shareholder holding 5 percent or more of the shares of a specific company that has financial or business dealings with the company.
      6. They are not a professional that has provided financial, business, legal, or consulting services to the company or an affiliated enterprise of the same within the past year, nor are they an owner, partner, director, supervisor, or managerial officer of any sole proprietorship, partnership, company, institution, or association that has provided such a service to the company during said time period, nor are they the spouse of such a person.
  5. Promoters:
    1. For companies established for less than one year, relevant information on promoters who are among the top fifty of the company shareholders shall be disclosed in accordance with the previous subparagraph.
    2. For companies established for less than three years, disclosure shall be made according to the provisions of Statement of Financial Accounting Standards No. 6, where all the important transactions (including property transactions and financing of funds, but excluding business transactions) between the promoters or their related/affiliated persons and the company since incorporation shall be disclosed. For property transactions, the nature and location of the transacted item and the method for determining the transaction price shall also be disclosed. For properties purchased from a promoter or his/her related person, if the promoter or the related person bought the properties less than two years before selling them, the promoter or the related person's purchasing costs shall also be explained.
  6. Remuneration to directors, supervisors, general manager, assistant general mangers, and deputy assistant general managers: (Attachment 9, Attachment 10)
    1. Indicate transportation allowances and compensation paid to directors and supervisors for the most recent fiscal year; compensation paid to directors concurrently holding managerial positions shall be separately disclosed on the basis of identity.
    2. Indicate the total sum of salary, bonuses, special allowances, and profit sharing payments distributed to the general manager, assistant general managers, and deputy assistant general managers for the most recent fiscal year.
    3. For compensation other than those types specified in the above two items that is paid to the directors, supervisors, the general manager, assistant general managers, and deputy assistant general managers, such as payments relating to provision of car, house/apartment and other strictly personal expenses, the following information shall be disclosed: the person's name, position, nature and cost of the provided property/asset, the actual rental cost or cost of rental as calculated at fair market value, and any other payments.
    4. Separately compare and describe total remuneration as a percentage of net income as paid by this company, and by each other company included in the consolidated financial statements, during the past two fiscal years to its directors, supervisors, the general manager, assistant general managers, and deputy assistant general managers, and analyze and describe remuneration policies, standards, and packages, the procedure for setting remuneration, and linkage to performance.
    The term "affiliated enterprises" in subparagraph 2 of the preceding paragraph refers to those conforming with Article 369-1 of the Company Act.
Article 11     The section on capital and shares shall set forth the following information:
  1. Classes of shares: Indicate the classes of the company's issued shares. (Attachment 11)
  2. Formation of capital: Indicate how the company's capital has changed over the most recent five fiscal years and during the current year up to the date of printing of the prospectus. If paid-in capital has increased, note the source(s) of capital, the approval (registration) date for the current capital increase, the reference number of the approval or registration document, and the dollar amount. If shares have been issued at less than par value, such information shall be prominently indicated. Where equity contributions have been made by conversion of monetary claims against the company, or by the contribution of technical know-how or goodwill required by the company, indicate this fact, and note the class and dollar amount of the shares paid for in this manner. Prominently indicate any instance of private placement, and for any private placement made during the most recent fiscal year or in the current year up to the date of printing of the prospectus further disclose the names of placees, their qualifications, subscription quantities, subscription price, and relationship to the company. (Attachment 12)
  3. Recent dispersion of equity ownership:
    1. Shareholder structure: Provide statistics on the ratios between the various types of shareholders. (Attachment 13)
    2. Dispersion of equity ownership: Provide a table that groups shareholders according to the number of shares held, and that further indicates the percentage of shares held by each different group. (Attachment 14)
    3. List of principal shareholders: List all shareholders with a stake of 1 percent or greater, or the names of the top 10 shareholders, specifying the number of shares and stake held by each shareholder on the list. (Attachment 15)
    4. Indicate any instance in which a director, supervisor, or principal shareholder has waived pre-emptive rights to new shares in a cash capital increase during the past two fiscal years or in the current year. If a specific related party is contacted for subscription to cash capital increase shares to which pre-emptive rights have been waived, further disclose the related party's name, relationship with the company and its directors, supervisors, and shareholders with a stake of 1 percent or greater, and the number of shares subscribed. (Attachment 16).
    5. Indicate any transfer, pledge, or other change of hands involving the equity interests of a director, supervisor, managerial officer, or shareholder with a stake of more than 1 percent during the past two fiscal years or during the current fiscal year up to the date of printing of the prospectus. If the counterparty of a share transfer or share pledge is a related party, further disclose the counterparty's name, relationship with the company and its directors, supervisors, and shareholders with a stake of 1 percent or greater, and the number of shares obtained or pledged. (Attachment 17).
  4. Provide share prices for the past two fiscal years, together with the company's net worth per share, earnings per share, dividends per share, and related information: (Attachment 18)
    1. Highest, lowest, and average market price per share: Set forth the highest and lowest market prices per common share for each year, and calculate each year's average market price based upon that year's transaction value and transaction volume.
    2. Net worth per share: Use the number of issued shares at year end as the basis for calculating two separate figures for net worth per share, one each for pre-distribution and post-distribution shareholder's equity.
    3. Earnings per share.
    4. Dividends per share: Set forth the cash dividend and stock dividend for each year. If there is any accumulated unpaid dividend, disclose the accumulated unpaid amount.
    5. Price-to-earnings ratio.
    6. Price-to-dividend ratio.
    7. Cash dividend yield.
  5. Company's dividend policy and implementation thereof: Disclose the dividend policy set forth in the company's articles of incorporation and what the company plans to distribute (or has distributed) in the current fiscal year.
  6. The effect of dividend distributions contemplated for the current fiscal year on the company's operating performance and earnings per share.
  7. Employee bonuses and compensation of directors and supervisors:
    1. Employee bonuses and compensation of directors and supervisors: Indicate the percentages that the company's articles of incorporation require/allow it to distribute as employee bonuses and director/supervisor compensation, and the range of allowable distributions of this nature.
    2. For any earnings distribution proposal that has been approved by the board of directors but has not yet been approved at a shareholders meeting, disclose the following information:
      1. The dollar amount, as proposed by the board of directors, of distributions for employee cash bonus and director/supervisor compensation.
      2. Where the board of directors has proposed to distribute employee stock bonuses, indicate the number of shares to be distributed and the share of such bonuses as a percentage of the total capital increase out of earnings.
      3. Imputed earnings per share, as calculated by factoring in the proposed distribution of employee bonuses and director/supervisor compensation.
    3. For any earnings distribution proposal that has been approved at a shareholders meeting, disclose the following information:
      1. The dollar amount, as resolved upon at the shareholders meeting, of distributions for employee cash bonus and director/supervisor compensation.
      2. Where the shareholders meeting has resolved to distribute employee stock bonuses, indicate the number of shares to be distributed and the share of such bonuses as a percentage of the total capital increase out of earnings.
      3. Imputed earnings per share, as calculated by factoring in the proposed distribution of employee bonuses and director/supervisor compensation.
    4. Use of earnings in the previous fiscal year for distribution of employee bonuses and director/supervisor compensation: Disclose information regarding actual distributions in the previous fiscal year of employee bonuses and director/supervisor compensation, the original distribution proposal as adopted by the board of directors, and any discrepancy between the two.
  8. Repurchase by the company of its own shares: State the purpose of any application that the company has submitted during the past three fiscal years or during the current fiscal year up to the date of printing of the prospectus to repurchase its own shares, and with respect thereto indicate the share repurchase period, repurchase price range, the classes, volumes, and dollar amount of shares already repurchased, capital adequacy ratio before and after share repurchase, volume of shares retired and transferred, accumulated holdings of the company's own shares, the share of the accumulated holdings of the company's own stock as a percentage of total issued shares, progress in implementing transfer of repurchased shares to employees and specific steps taken toward that purpose, and any instance in which the company has failed to complete transfer within three years after repurchase and thereby caused the FSC to adopt restrictions. (Attachment 19)
Article 12     The section on issuance of financial bonds (including offshore financial bonds) shall disclose the following information: (Attachment 20)
  1. For financial bonds already issued but not yet redeemed, indicate the approval date and approval document number of the central competent authority, par value, place of issue, currency, price, total amount, interest rate, term, underwriter, certifying financial institution, redemption method, unpaid balance, paid-in capital, and net worth after final report for the preceding year, whether there is breach of contract or default in the payment of principal/interest, and the ratio of the reported issue amount plus the balance of already issued and outstanding bonds to the net worth after final report of the preceding year. If a rating is made by the credit rating institution approved or recognized by the FSC, the name of such institution, date of rating and rating grade shall also be disclosed.
  2. For bonds to mature within one year, the amount of the bonds to mature within the coming one year and the redemption method shall be disclosed.
Article 13     The section on corporate bonds (including offshore corporate bonds) shall include the following items:
  1. For all unredeemed corporate bonds and corporate bonds undergoing private placement, items to be disclosed shall be in accordance with Article 248 of the Company Act. If an FSC-approved or -recognized credit rating institution has been engaged to conduct credit rating thereof, the name of the credit rating institution, the date of the rating and the credit rating result on the corporate bonds shall also be disclosed. If they are attached with conversion, exchange, or warrant rights, disclose the issuance and conversion, exchange, or exercise rules, any possible dilution of equity or impact upon shareholders' equity due to the terms and conditions of issuance, and the monetary amount already converted, exchanged, or subscribed up to the prospectus' publishing date. (Attachment 21)
  2. Corporate bonds maturing within in one year: The redemption rules and the monetary amount for the corporate bonds to mature in one year shall be disclosed.
  3. For issued convertible corporate bonds which are convertible to common shares, overseas depositary receipts, or any other securities, disclose the issuance date, the conversion price at the time of issue and the conversion method, and the highest and lowest market and conversion price for the past two years and up to the prospectus' publishing date of each convertible corporate bond. (Attachment 22)
  4. For issued exchangeable corporate bonds, disclose the issue date, the securities for which they may be exchanged, the exchange price at the time of issue, the highest and lowest market price and exchange price, and the number of the exchange securities held by the company for the past two years and up to the prospectus' publishing date of each exchangeable corporate bond. (Attachment 23)
  5. If the company adopts the shelf registration method for the offering and issuance of ordinary corporate bonds, disclose relevant information concerning the projected total issue amount, the already issued total amount, and the balance amount for the shelf registration. (Attachment 24)
  6. If the company has already issued corporate bonds with warrants, provide a separate listing of the issuance date of each corporate bond attached with warrants, the category and number of bonds issued with warrants attached, the restricted subscription time period, the method of fulfilling the agreement, the stock subscription price, the number that have not been subscribed up to the date of printing of the prospectus, and the ratio of the number that have not been subscribed to the total number of issued shares. (Attachment 25)
  7. Status of private placements of corporate bonds in the three most recent years: Disclose the types of corporate bonds; dates and quantities passed at a board of directors meeting or shareholders meeting; basis for and reasonableness of the pricing; means of selecting the specified persons (where the placees have already been arranged, the names of the placees and the relationship between the placees and the company shall also be described); the reasons necessitating the private placement; and the status of implementation as of the date of printing of the prospectus. (Attachment 26)
Article 14     The section on preferred shares shall include the following information:
  1. For any preferred shares that are either outstanding or currently being issued, disclose par value per share, issue price, number of shares, purpose, allocation of the proceeds, any possible dilution of equity or impact of shareholders' equity due to the terms and conditions of issuance, impact upon shareholders' equity, impact of the redemption of preferred shares upon the ratio of regulatory capital to risk-weighted assets, and each of the items set out under Article 157 of the Company Act. Where the shares come attached with conversion, exchange, or warrant rights, disclose the issuance and conversion rules or warrant exercise rules (noting with whom any rights and obligations, such as preferred share dividends not distributed prior to conversion, will vest in the event of forced conversion) as well as the dollar amount of any conversions or warrant exercises made up to the date of printing of the prospectus. (Attachment 27)
  2. For previously issued preferred shares with warrants, disclose the issue dates for each issue of preferred shares with warrants, the class and quantity of shares that may be subscribed, the warrant exercise method, exercise price, period of restrictions on warrant exercise, the number of unexercised warrants as of the date of printing of the prospectus, and the ratio at that time of unexercised warrants to total number of issued shares. (Attachment 28)
  3. For preferred shares already listed on a stock exchange or traded on an over-the-counter (OTC) market, disclose the highest and lowest market prices during the past two fiscal years or during the current fiscal year up the date of printing of the prospectus.
  4. Where an exchange-listed or OTC-listed company issues preferred shares that are not listed on an exchange or OTC market, disclose the purpose of issuance, the reason why the shares are not listed on an exchange or OTC market, impact upon the interests of current and potential investors, and whether there are any plans to list the shares in the future on an exchange or OTC market.
  5. For any preferred shares privately placed during the past three fiscal years, disclose the class of the preferred shares, the date of approval by the board of directors and the quantity approved, the basis for and reasonableness of the pricing, the manner in which specified persons were selected (where the specified persons have already been arranged, further indicate the company or personal names of placees and their relationship with the company), the reasons why the private placement method was necessary, and the status of implementation as of the date of printing of the prospectus. (Attachment 29)
Article 15     The section on sponsoring of the issuance of overseas depositary receipts shall include the following information:
  1. Where the company has sponsored the issuance of overseas depositary receipts that have not yet been redeemed in full, or where the company is currently sponsoring an issue of overseas depositary receipts, include the following information: (Attachment 30)
    1. Date of issue, place of issue and trading.
    2. Total dollar amount of issue, dollar amount per unit issued, and total number of issued units.
    3. The securities represented by the overseas depositary receipts, the source, and the volume.
    4. Rights and obligations of holders of the overseas depositary receipts.
    5. Trustee, depositary institution, and custodian institution.
    6. Balance of overseas depositary receipts not yet redeemed.
    7. Method of allocating relevant expenses during issue period and the of the overseas depositary receipts.
    8. Material covenants of the depositary agreement and custody agreement.
  2. A company that has sponsored the issuance of overseas depositary receipts shall disclose the highest and lowest market prices of the overseas depositary receipts in the most recent two fiscal years or in the current fiscal year up to the date of printing of the prospectus.
  3. Where the company has carried out a private placement of overseas depositary receipts in the three most recent years, indicate the date on which the placement was approved by a shareholders meeting, the amount thus approved, the basis for and reasonableness of the pricing, the manner in which the specified persons were selected (where the placees have already been arranged, indicate the company or personal names of the placees and their relationship with the company), the reasons necessitating the private placement, and the status of implementation as of the date of printing of the prospectus. (Attachment 31)
Article 16     The section on employee stock warrants shall include the following information:
  1. For employee stock warrants issued by the company but not yet mature, indicate the following: the date of the competent authority's approval of the certificates; issue date; number of units issued; ratio of subscribable shares to total issued and outstanding shares; warrant exercise period; warrant exercise method; restrictions on the warrant exercise period and exercise ratio; as of the date of printing of the prospectus, the number of shares that have been obtained through exercise of warrant rights, the [New Taiwan] dollar amount of the shares subscribed, number of shares that have not been subscribed, subscription price per share of the unsubscribed shares, and ratio of the number of unsubscribed shares to the number of issued shares; and effect on shareholders' equity. (Attachment 32)
  2. Names and subscription status of managerial officers who have obtained employee stock warrants and of employees who rank among the top ten in terms of the number of shares to which they have subscription rights through employee stock warrants acquired, and whose total such subscription rights are NT$30 million or more, cumulative to the date of publication of the prospectus. (Attachment 33)
  3. Status of private placements of employee stock warrants in the three most recent fiscal years: Disclose the dates and quantities passed at shareholders meetings; basis for and reasonableness of the pricing; means of selecting the specified persons (where the placees have already been arranged, further indicate company and personal the names of the placees and their relationship with the company); the reasons necessitating the private placement; and the status of implementation as of the day of publication of the prospectus. (Attachment 34)
Article 17     The section on mergers and acquisitions shall include the following information:
  1. For all mergers or acquisitions currently pending:
    1. Purpose of the merger or acquisition deal.
    2. Plan for integration of finances, business, personnel, and information following the merger or acquisition.
    3. Share exchange ratio and the basis upon which it was calculated.
    4. Proposed schedule.
    5. Matters related to the assumption of rights and obligations of the extinguished company (including principles for handling treasury shares and previously issued equity securities)
    6. Basic information on the company to be merged or acquired (including company name, its principal lines of business, etc).
  2. For all currently pending demerger plans:
    1. The purpose of the demerger.
    2. Estimated value of the operations and assets planned to be assigned to the existing company or new company.
    3. Share exchange ratio and the basis upon which it was calculated.
    4. Matters related to assumption by the existing company or new company of rights and obligations of the demerged company (including principles for handling treasury shares and previously issued equity securities).
Article 18     Where new shares are to be issued for the purpose of acquiring the shares of another company, disclose the following information:
  1. The name and quantity of the shares to be acquired, and from whom.
  2. Expected rate of progress.
  3. Methods and basis for calculation of the share exchange ratio.
  4. Conditions and restrictions on future transfer of the acquired shares.
  5. If a party from whom the shares of another company are to be acquired is an affiliated enterprise or related person, further indicate the relationship with the affiliated enterprise or related person as well as the reason for the selection of the affiliated enterprise or related person, and provide an assessment opinion on whether shareholders' equity will not be affected.
  6. Share exchange cooperation agreement.
Article 19     The section on company operations shall include the following information:
  1. Business activities:
    1. Scope of business: Set forth the principal lines of business engaged in by the company, the share of each as a percentage of the company's total business, and new financial products planned for future development.
    2. Industry overview: Describe the financial industry's current conditions and state of development, development trends for different types of financial products, and the status of competition.
    3. Overview of financial product research and business development:
      1. Indicate principal financial products and any new lines of business added in the past two years, and indicate their scale and profitability as of the date of printing of the prospectus.
      2. List research and development expenditures incurred in the past two fiscal years and the results achieved, and briefly describe any future research and development projects.
    4. Long-term and short-term business development plans.
  2. Market and business overview:
    1. Market analysis: Analyze the financial market's supply/demand conditions and growth, market segments and the targeted markets, competition strategies, competitive niche, and advantages and disadvantages for future development and response measures. For a financial holding company, in addition to describing the company's basic operating policies, the operation and profitability of each subsidiary shall be separately set out with respect to its market and production and sales situation.
    2. Description of any material change in operating margin for a major department in the most recent two fiscal years: When the operating margin fluctuates over 20% from the previous year's rate, analyze the key factors which cause the price/volume changes and the impact on the operating margin.
    3. List of principal obligors: Set forth the names of the customers to whom the amount of credit extended represents 5% or more of the company's net worth or ranks among the top fifty customers being extended credit, whichever is fewer, for any one year in the past three years and up to the quarter immediately preceding the date of printing of the prospectus, and the balance of credit extended. (Attachment 35)
    4. Description of credit accepted from or (extended to) related parties: Set forth the names of the related parties from whom (or to whom) the amount of credit accepted (or extended) represents 0.1% or more of the total credit amount for any one year in the most recent three years and up to the quarter immediately preceding the printing date of the prospectus, and the balance of credit accepted (or extended). (Attachment 36)
    5. The amount of funds on deposit (or under trust management) during the most recent two fiscal years: Separately set forth balances and average interest rates for funds on deposit and funds under trust management during the most recent two fiscal years and during the current fiscal up to the quarter immediately preceding the date of printing of the prospectus. (Attachment 37)
    6. The amount of credit extended in the most recent two fiscal years: Separately set forth balances and average interest rates for discounts and loans, guarantees (including endorsements), and other types of credit extended during the most recent three fiscal years and during the current fiscal year up to the quarter immediately preceding the date of printing of the prospectus. (Attachment 38)
    7. The amount of purchase/sale of bills and underwriting of commercial notes for the most recent two fiscal years: Set forth the transaction amount and profit amount derived from the buy/sale of bills and underwriting of commercial notes during the most recent three fiscal years and during the current fiscal year up to the quarter immediately preceding the date of printing of the prospectus. (Attachment 39)
  3. Number of employees for the most recent two fiscal years: Provide statistical information on employees for the past three fiscal years and for the current fiscal year up to date of printing of the prospectus' publication date. The statistics shall be broken down according to job category, and shall include the number of employees, average age, average years of service, educational background, and professional licenses held. (Attachment 40)
  4. Labor-management relations:
    1. Set forth all employee benefit measures, opportunities for professional development and training, and the pension system, and the status of their implementation. Also describe any negotiations/agreements between employer and employees and any measures to safeguard employee interests.
    2. Describe any loss suffered by the company due to labor disputes in the most recent two fiscal years and in the current fiscal year up to the date of printing of the prospectus, and disclose an estimate for the amount of losses that have been incurred to date and may be incurred in the future, as well as response measures. If a reasonable estimate cannot be made, explain why not.
    In providing the information called for in items 2.(3) and 2.(4) of the preceding paragraph, the company shall take care to maintain the confidentiality of customers' names, national identification card numbers (or company uniform invoice numbers), and account information, as required under Article 48, paragraph 2 of the Banking Act, and may use code numbers to express certain information.
Article 20     The section on fixed assets and other real properties shall include the following information:
  1. Owned assets:
    1. Set forth the names, number, acquisition date, acquisition cost, re-appraised increased value and non-depreciated balance of the fixed assets if the acquisition cost is 1% or more of paid-in capital or NT$100 million or more. The status of the fixed assets' use, insurance, encumbrances, and any other restriction of rights shall also be disclosed. (Attachment 41)
    2. Set forth the names, lot size, premises locations, acquisition dates, acquisition costs, re-appraised increased value, non-depreciated balance amount, and published value or house/apartment's appraised value and the proposed future disposition or development plans of the idle real properties and the real properties which have been held for five years or more for investment purposes. (Attachment 42)
  2. Leased assets:
    1. Capital lease: The standards and items to be disclosed are identical with item (1) of the preceding subparagraph.
    2. Operating lease: For all the operating lease assets the rent amount of which exceeds NT$10 million a year, their names, number, lease term, annual rent, names of lessors, and the current status of use shall be set forth. (Attachment 43)
  3. Status of major assets' purchase/sale transactions: Set forth the asset's purchase/sale information of the company and its subsidiaries for the most recent two years up to the prospectus' publication date if the transaction price is 1% or more of the paid-in capital or NT$300 million or more. The information shall include the transaction price, disposition profit or loss, the trading counter party (buyer or seller), and the relationship with the company. (Attachment 44)
    The meaning of the term "subsidiary(ies)" referred to in subparagraph 3 of the preceding paragraph, subparagraphs 3 to 4 of Article 21, and subparagraph 2 of Article 28 shall be as defined in the Statements of Financial Accounting Standards No. 5 and No. 7 published by the Accounting Research and Development Foundation of the Republic of China.
Article 21     The section on investee enterprises shall include the following items:
  1. Overview of investee enterprises:
    1. Describing the names of investee enterprises, the businesses engaged in, the cost of the company's investments in such investee enterprises, book value, number of shares held, percentage of shareholding, net worth of shares, accounting treatment method, book investment profit and loss for the most recent year, distributed cash dividends and the number of the company's shares held by each investee enterprise. If there is market value information available on the investee enterprise, such market value information shall also be included. (Attachment 45)
    2. Where the company has significant influence over the investee enterprise, and where the company's resources and technologies are used, the payment of consideration or technical fees shall be disclosed.
    3. Where the company has controlling power over the investee enterprise, the status of the company's credit policy, transaction conditions, and recovery of payments shall be additionally disclosed.
  2. Consolidated shareholding percentage: Set forth the following information on each investee enterprise: the number of shares held by the company, the number of shares held by the company's directors, supervisors, the personnel whose positions are managerial or higher, and the number of shares of the same investee enterprise which are held by the entities directly or indirectly controlled by the company. Calculate the consolidated shareholding percentage of the above categories. (Attachment 46)
  3. For an exchange-listed or OTC-listed company, disclose the status of acquisition and disposal of the shares of the company by the subsidiary(ies) and the condition of pledge created for the most recent three years and up to the prospectus' publication date. The sources of funds and the impact on the company's operating results and financial position shall also be revealed. (Attachment 47)
  4. In the event of occurrence of the situations under Article 185 of the Company Act or transfer of a portion of the operations to the subsidiary(ies) for the most recent three years and up to the printing date of the prospectus, disclose any waiver of subscription related to the cash capital increase of the subsidiary(ies), the name of the subscriber, its relationship with the company, directors, supervisors, and shareholders holding 1% or more of the shares, and the number of shares subscribed.
  5. If the investment amount exceeds 40% of paid-in capital, explain whether the investment has been passed by the shareholders meeting or is authorized under the articles of incorporation.
  6. List any punishments imposed for violation of laws and regulations on the investee enterprise in which the company has invested an amount of more than 50% of the paid-in capital of such invested company, and corrective actions taken in the most recent two years.
Article 22     The section on important contracts shall include all technical cooperation contracts and construction contracts that are currently effective or expired in the most recent year, and all other important contracts which are likely to impact investors' rights, and shall include the parties, major content, restrictive provisions, and the commencement and expiration/termination dates of the contracts.
Article 23     The following items shall be included in the analysis regarding the allocation plan for capital raised through the previous: (a) cash capital increase; (b) issuance of new shares to carry out a merger or acquisition, or to accept transfer of shares of another company; or (c) issuance of corporate bonds:
  1. Contents of the plan: Analyses regarding the previous plan for cash capital increase, merger or acquisition, issuance of new shares to accept transfer of shares of another company, or issuance of corporate bonds. In the case of any previous plan for cash capital increase, merger or acquisition, issuance of new shares to accept transfer of shares of another company, or issuance of corporate bonds that was still uncompleted as of the quarter preceding the date of printing of the prospectus, or in the case of any completed plan where not more than three years passed between the date of registration (application) and the actual completion date, explain in detail the contents of each plan for cash capital increase mentioned above, including information on any change to the plans, the sources and uses of capital, reasons for any changes, a comparison of return on capital raised before and after the change, and date on which the change of plans was submitted to the shareholders meeting. For exchange-listed companies and OTC-listed companies, the date on which the information was submitted to an information reporting website designated by the FSC shall also be published.
  2. Implementation status: Analyze, item by item, the status of the plan's implementation and compare with the originally projected returns as of the quarter preceding the printing date of the prospectus based on the purpose of each of the above-mentioned plans. If the implementation progress or the returns do not reach the projected target, provide a concrete explanation of the reasons, the impact on shareholders' equity, and plans for corrective action. Where the content of any of the plans referred to in the preceding subparagraph conform with the conditions in any of the following sub-items, they shall additionally disclose the following:
    1. If the purpose is merger, acquisition, or acceptance of transfer of the shares of another financial institution, or for expansion or new construction of fixed assets, provide a comparison of the fixed assets, revenues, expenses, losses, and income before tax.
    2. If the purpose is to invest in other companies, provide a description of the investee enterprise's operation status and its impact upon the company's investment profit/loss.
    3. If the purpose is to strengthen operating capital or pay off liabilities, provide a comparison of the increase and decrease of current assets, current liabilities, and total liabilities, revenues, expenses, losses, and earnings per share, and analyze the company's financial structure.
Article 24     In the section providing analysis of the allocation plan for capital raised through the current cash capital increase or issuance of corporate bonds, include the following particulars:
  1. Sources of capital: Indicate whether the capital source for the current plan is a cash capital increase or an issue of corporate bonds. If the capital is to be used to acquire or invest in another company, or for the expansion or new installation of fixed assets, indicate the total dollar amount under the plan. If the capital to be raised through the current public offering is insufficient, describe the capital raising methods.
  2. For the current issue of corporate bonds, disclose in accordance with Article 248 the Company Act the relevant particulars and the plan for raising and maintaining custody of the capital to be used for redemption. If an FSC approved or recognized credit rating institution has been engaged to conduct a credit rating of the bonds, disclose the name of the credit rating institution, the date of the rating, and the credit rating results. If conversion, exchange, or warrant rights are attached to the bonds, disclose the issuance and conversion, exchange, or warrant exercise rules, possibility of dilution of equity under the terms and conditions of issuance, and effect on shareholder equity.
  3. For the current issue of preferred shares, disclose the par value per share, issue price, number of shares, purpose and use of the capital, possible dilution of shareholder’s equity under the terms and conditions of issuance, effect on shareholder equity, effect of buyback on regulatory capital and ratio of regulatory to risk-weighted assets, and the items provided under Article 157 of the Company Act shall be disclosed. If conversion or warrant rights are attached, the issuance and conversion rules or warrant exercise rules (including enjoyment and assumption, after the compulsory conversion of the original preferred shares, of rights and obligations existing on the original preferred shares before conversion, such as dividends that have not yet been distributed).
  4. For preferred shares that are not exchange-listed or OTC-listed, disclose the purpose of the issue, reasons why such shares are not to be listed, effect on existing shareholders and potential investors, and whether there is any plan to apply for an exchange or OTC listing.
  5. Where new shares are to be issued by a company that has been granted approval under Article 5 of the GreTai Securities Market Rules Governing Review of Emerging Stocks Traded on Over-the-Counter Markets to register its stock for OTC trading, indicate the company's plans to obtain an exchange (or OTC) listing.
  6. Where employee stock warrants are to be issued, disclose the rules governing the issuance and exercise of employee stock warrants.
  7. Explanation of the feasibility, necessity, and reasonableness of the current plan and an analysis of the influence of each type of funding on the dilution of earnings per share for the year of the company's report (application) and the following year. For issuance of stock at below par value, the necessity and reasonableness of issuing new shares at a discount shall be explained, as well as the reasons for not using other capital raising methods and the reasonableness thereof, and amount of offsets against capital reserves or retained earnings.
  8. Explanation of the mechanism for setting the current issue price, conversion price, exchange price, or subscription price.
  9. Capital utilization estimates and possible resulting effects: Explanation of the progress of the capital utilization and the projected resultant effects after the completion of the current plan.
    1. If acquiring other financial institutions, or expanding or newly constructing fixed assets, the projected possible changes and other potential effects of the fixed assets, revenues, operating expenses, and operating profits upon the completion of the current plan shall be described.
    2. If investing in another enterprise, the following items shall be set forth:
      1. The after-tax net profit of the invested company for the most recent two years, purposes of the investment, planned use of the funds and the relatedness of the enterprise's operations to the company's line of business, and the projected loss/profits from investment and its impact on the company's operations. If 20% or more of the investee enterprise's common shares are held, the projected schedule for fund use by the investee enterprise, the year limit for recovery of the invested funds, the projected effect each year before recovery of the funds, and its influence on the company's profitability and earnings per share.
      2. If investing in an enterprise that requires special approval, the status of approval or permission from the competent authority in charge of such special permit enterprise, and whether any terms or conditions attached to the approval or permission have an effect on this public offering and issuance of securities.
    3. If replenishing operating capital or paying off liabilities, set forth the following items:
      1. The amount of debt matured annually, the redemption plan, how the company's financial burden will be reduced, a description of current capital utilization, amount of capital needed and how it is to be used, and a projected schedule of monthly cash receipts and expenditures during the year of the registration (application) and the year after that. (Attachment 49)
      2. The policy for collection of accounts receivable and payment of accounts payable, capital expenditure plan, and the financial leverage and debt ratio (or the regulatory capital and the ratio of regulatory capital to risk-weighted assets) for the year of registration (application) and the year after that, and the reasons for paying off liabilities or replenishing operating capital.
      3. If the capitalization increase plan involves paying off liabilities, indicate the purpose for borrowing funds and the effect achieved in doing so. If the funds were borrowed for purchasing land for construction or to pay for construction costs, the estimated total amount needed from purchase of the land for construction through completion of the project, the source of extra capital needed, the capital for each stage of construction and the progress of the construction, the original reason for borrowing funds, and the anticipated possible effects of such recognition and the status of realization thereof.
    4. If buying land for construction or paying construction costs, indicate the estimated total amount needed from the time of land purchase through completion of the construction, the source of extra capital needed, the capital for each stage of construction, and the progress of the construction, and explain the benefits of the capital increase or bond issue in terms of the timing and amount when recognizing profits or losses.
    5. If purchasing an unfinished project and assuming the burden of the seller's unfulfilled contract, indicate the buyer's reason for the transfer, the basis on which the acquisition price was determined, and the effect of the process of acquisition on the rights and obligations of the parties to the contract.
Article 25     For the current issue of new shares due to acquisition of another company's shares, the following particulars shall be specified:
  1. Name, quantity, and counterpart of the acquired shares.
  2. Proposed progress schedule.
  3. Share conversion rates and the basis on which they were calculated.
  4. Opinion of an independent professional on the reasonableness of the share conversion rates.
  5. Conditions and restrictions on future transferal of the acquired shares.
  6. Anticipated possible benefits.
  7. If the counterpart of the acquisition of the shares of another company is an affiliated enterprise or related person, the relationship with the affiliated enterprise or related person shall also be specified, as well as the reason for the selection of the affiliated enterprise or related person, and an opinion appraising whether shareholders' equity would be affected.
  8. Share swap cooperation agreement.
Article 26     For the current issue of new shares due to acquisition or merger, the following particulars shall be specified:
  1. Plan content:
    1. Content of the merger or acquisition plan: including the purpose of the merger or acquisition; the integration plan for financial, business, personnel, information, etc. affairs after the merger or acquisition and anticipated benefits; the share conversion ratio and the basis upon which it was calculated; proposed schedule; items that materially affect the share conversion ratio after the public announcement of the merger or acquisition; effects on net value per share and earnings per share; matters related to the assumption of rights and obligations of the extinguished company (including principles for handling treasury shares and already-issued equity securities), and the basic information of the company to be merged or acquired (Attachment 50).

    2. Content of the demerger plan: the purpose of the demerger; estimated value of the operations and assets planned to be assigned to the existing company or new company; share conversion rates and the basis upon which they were calculated; the total number and the types and quantities of the shares to be acquired by the demerged company or its shareholders; matters related to assumption by the existing company or new company of rights and obligations of the demerged company (including principles for handling treasury shares and already-issued equity securities); matters related to the reduction, if any, in capital of the demerged company; anticipated benefits of the demerger.
  2. Merger or acquisition contract.
  3. Opinion of an independent professional on the reasonableness of the share conversion rate of the merger or acquisition plan.
  4. Any restrictions on future transfer or pledge of new shares issued due to the merger or acquisition.
  5. The projected consolidated balance sheet as of the record date for calculating the share conversion ratio between the acquiring and target companies.
  6. Financial statements of the target company for the most recent two fiscal years, audited and certified by a certified public accountant(s). (If the target company is not a publicly issued company, its financial statement may be audited/certified by a single certified public accountant.)
  7. Minutes of the shareholders meeting of the acquiring company at which the resolution for merger was passed; however, this restriction shall not apply where any law or regulation provides otherwise.
  8. Summary of the target company's financial and business conditions:
    1. The main content of the target company's business operations, current products and their uses or current services, the condition of the supply of the main raw materials, and the sales areas for the main products or services shall be set forth.
    2. In accordance with subparagraph 3 of paragraph 1 Article 20, the buying/selling of the target company's major assets, the endorsement guaranty, loans made, and other conditions shall be set forth.
    3. In accordance with subparagraph 1 of Article 21, a summary of the target company's investee enterprises shall be set forth.
    4. In accordance with Article 22, important contracts signed by the target company shall be set forth and the effect on the company's financial and business conditions after the merger shall be described.
    5. In accordance with subparagraph 2 of Article 9, major litigious, non-litigious, and administrative disputes of the target company and related companies shall be set forth and the effect on the company's financial and business conditions after the merger shall be described.
Article 27     The "summarized financial data for the most recent 5 years" shall include the following items:
  1. Condensed balance sheet and profit and loss statement: Set forth the condensed balance sheet and profit and loss statement information for the most recent five years. Exchange-listed companies and OTC-listed companies shall also set forth the condensed balance sheet and profit and loss statement information up to the quarter immediately preceding the printing date of the prospectus. If the company has been notified to restate its financial data, only the restated figures/numbers can be used. Also note the reason why the data had to be restated, and provided information on the restatement. If the company is notified to conduct self-corrections, note the reasons for the corrections, and provide information on the corrections. (Attachment 51)
  2. The important items which affected the making of uniform comparison on the above-mentioned financial statements, such as accounting changes, corporate mergers, or suspension of work in the operating departments etc., and the impacts of these events on the then current financial statements.
  3. The names and audited opinions of the certifying certified public accountant for the most recent five years:
    1. Setting forth the names and audited opinions of the certifying certified public accountant for the most recent five years. Except for auditor's reports with unqualified opinion, the contents of the opinion shall be fully described.
    2. If there was change/replacement of the certified public accountant within the most recent five years, explanation made by the company, the predecessor and successor certified public accountants over the causes for such change/replacement shall be set forth.
  4. Financial analysis: Provide a comprehensive analysis of the financial data for the most recent five years. Exchange-listed companies and OTC-listed companies shall include in such analysis the then current financial data up to the quarter immediately preceding the printing date of the prospectus. The financial analysis shall at least include the items listed below, and shall provide explanations of the causes of changes in the financial ratios for the preceding two fiscal periods, and if the company has prepared consolidated financial statements it may disclose its analysis of the consolidated financial ratios together therewith: (Attachment 52)
    1. Financial structure.
    2. Solvency: Current reserve ratio.
    3. Operating ability.
    4. Profitability.
    5. Cash flow.
    6. Leverage.
  5. Analysis of legal compliance: (Attachment 53)
    1. Ratio of total balance of credit extensions secured by interested parties to either the total balance of credit extensions or the company's net worth. In the case of a bank which is a subsidiary of a financial holding company, additionally disclose the ratio of the total transactions with a single interested party, aside from credit extensions, to the net worth of the bank, and the ratio of the total transactions with all interested parties, aside from credit extensions, to the net worth of the bank.
    2. Ratio of a financial holding company's total long-term equity investments in non-financial enterprises to paid-in capital.
    3. Capital adequacy ratio. For a financial holding company, disclose the group capital adequacy ratio.
    4. Ratio of mid-term loan to time deposit.
    5. Ratio of the invested amount in self-used assets to net worth.
    6. Ratio of the invested amount in the business-used warehouse to deposit.
    7. Ratio of balance of investment in various securities to total balance of deposit and issued amount of the financial bonds.
    8. Ratio of loan extended to the medium and small enterprises to the total balance of loan.
    9. Ratio of mid-term and long-term loan to time deposit.
    10. Ratio of reverse repo bond and bill transactions to net worth.
    11. Ratio of outstanding self-guarantees and endorsements to net worth.
    12. Ratio of investments in bond- and equity-related products to net worth.
    13. Ratio of holdings in short-term bills and bonds issued by certain designated enterprises to net worth.
    14. Aggregate balance of guarantees made for the benefit of interested parties, expressed as a multiple of net worth.
    15. Ratio of trust fund the use of which to be designated to net worth.
    16. Ratio of guaranteed amount to net worth.
    17. Ratio of the balance of non-collateralized guarantees to net worth
    18. Ratio of regulatory capital invested in exchange-listed stocks to net worth.
  6. Description of major variations of accounting items: Comparing the most recent two years' accounting items in the balance sheets and profit and loss statements; if there is a 10% or more variation in the monetary amounts, and if such sum has reached 1% of the total assets value of the then current year, a detailed analysis of the causes for such changes shall be made. (Attachment 54)
Article 28     Financial statements shall include the following information:
  1. The financial statements and CPA audit reports for the two preceding fiscal years as of the time when the issuer applied for (or registered) the offering and issuance of securities. If the time when the issuer applies for (or registers) the offering and issuance of securities is more than eight months past the beginning of that year, the financial statement for the first half of that year shall also be included.
  2. The company's consolidated financial statements for the most recent fiscal year and the most recent period, audited and certified or reviewed by a CPA.
  3. If there are CPA audited and certified financial statements for the most recent period during the time after the issuer has registered (or applied for) the offering and issuance of securities and before the date of printing of the prospectus, disclose these statements.
Article 29     The "financial summary and other important matters" shall include the following information:
  1. If the company and its affiliated enterprises have experienced any financial difficulties in the most recent three fiscal years, or in the current year up to the date of printing of the prospectus, indicate the impact on the company's financial position.
  2. Impact of exchange rate fluctuation on the company's revenues and profitability, and concrete measures adopted by the company against exchange rate fluctuation.
  3. In case of occurrence of the events under Article 185 of the Company Act in the most recent two years and up to the date of printing of the prospectus, the following information shall be disclosed:
    1. The price of the business (assets) acquired (transferred), payment conditions, payment status, and development prospects.
    2. The company's current and future operation strategies, and the impact on the company's research and development, technology, profitability of sales,, and production capacity, in the wake of a partial acquisition (or transfer) of part of business operations or research and development results from (or to) another company.
  4. Subsequent events: During the period after the certified public accountant has completed the most recent year's or the half-year's auditor's report and until the prospectus' publication date, if any major incident occurs which is likely to impact the financial condition and operating results, it shall be properly disclosed and its impact explained.
  5. Other matters.
Article 30     The section for review and analysis of the company's financial condition and operating results shall include the following information:
  1. Financial status: Indicate the main reasons for, and impact of, any material changes to the company's assets, liabilities, or shareholders' equity over the preceding two fiscal years. Where the impact is of material significance, describe plans for future response measures.
  2. Operating results: Indicate the main reasons for any material changes to revenues or income before tax, as well as further expected changes and the bases for such expectation, possible impact on the company's future financial and business conditions, and planned response measures.
  3. Cash flows: Analyze and explain cash flow changes over the most recent fiscal year, describe corrective action plans for any instance of insufficient liquidity, and analyze cash liquidity for the coming year.
  4. Indicate the impact of any material capital expenditures over the most recent fiscal year upon the company's financial and operating condition.
  5. Indicate the company's policy for the most recent fiscal year on investments in other companies, the main reasons for profit/losses resulting therefrom, corrective action plans, and investment plans for the coming year
  6. Other matters of important significance.
Article 31     The section on matters of special note shall set forth the important contents of the application (registration statement) as follows:
  1. General conditions of implementation of internal control system: Describing suggestions for improvement of internal control proposed by certified public accountants in the most recent three years and the status of improvement of material defects discovered by internal auditors. An exchange-listed or OTC-listed company shall also disclose the following matters:
    1. Internal control statement.
    2. Where a certified public accountant has been hired to carry out a special audit of the internal control system, provide the reason, the audit opinion of the certified public accountant, and the company's corrective actions, and describe how the deficiencies have been corrected.
  2. For those who entrust credit rating institutions recognized or approved by the FSC for rating, the rating report issued by such credit rating institutions shall be disclosed.
  3. Securities underwriter's evaluation report.
  4. Attorney's legal opinion.
  5. Collective opinion stated in the case checklist schedule written by the issuer and reviewed by the certified public accountant.
  6. The improvement status of the items notified by the FSC to be corrected by the company when the company's report of the previous offering and issuance of securities becomes effective (or the company's application is approved).
  7. Items to be supplemented and disclosed as notified by the FSC when the current offering and issuance of securities becomes effective (or the application is approved).
  8. The status of penalties imposed due to violations of laws or regulations in the most recent two years, and the major deficiencies and status of their improvements, shall be disclosed in accordance with the following principles:
    1. Disclose any indictment of a responsible person or employee by a prosecutor for an offense related to the occupation.
    2. Disclose any fine imposed by the FSC for violation of a law or regulation.
    3. Disclose any deficiency for which an official reprimand was issued by the FSC.
    4. Disclose any security incident arising from employee infidelity or material contingencies (e.g. fraudulent acquisition, theft, misappropriation, or robbery of assets; forgery of documents or securities; acceptance of a bribe; losses from natural disaster; losses from external causes; hacker attack, data theft, or leak of trade secrets or customer data; or other such material incidents) or failure to faithfully abide by the Directions for Maintenance of Security at Financial Institutions. If actual losses, whether singly or in aggregate, exceed NT$50 million in any given year, disclose the nature and amount of the loss.
    5. Other matters that must be disclosed pursuant to FSC designation.
  9. The statement or undertakings disclosed in the prospectus by the company at the initial public offering to the stock exchange or OTC market, or in previous report (application) for offering and issuance of securities or the report (application) for offering and issuance of securities in the most recent three years, and the current implementation status.
  10. The written undertaking of the subsidiary(ies) for not subscribing the new shares or convertible corporate bonds issued for the current cash capital increase.
  11. The major content of any dissenting opinion of any director or supervisor regarding any material resolution passed by the board of directors, where there is a record or written statement of such opinion, for the most recent year up to the date of publication of the prospectus.
  12. Status of private placements of common shares in the three most recent years: Shall disclose the dates and quantities passed by the shareholders meeting; basis and reasonableness of the setting of price; means of selecting the specified persons (where the placees have already been arranged, the names of the placees and relationship between the placees and the company shall also be described); the reasons necessitating the private placement. (Attachment 55)
  13. For the most recent fiscal year or during the current fiscal year up to the date of printing of the prospectus, disclose any sanctions imposed by the company upon its internal personnel for violations of internal control system provisions. Note the principal deficiencies and describe any efforts to make improvements.
  14. Other necessary items to be supplemented and explained.
    If the issuer, based on the nature of its operations, appoints the experts with professional knowledge and abundant experience in the field of business and finance to make comparison, analysis and issue opinions in connection with the issuer's current operation status and the future development after the current issue of securities, the opinions of the appraisal of such experts shall be disclosed.    Disclosures made under paragraph 1, subparagraph 8, shall comply with the provisions of Article 48, paragraph 2 of the Banking Act in connection with confidentiality of customers' names, identification numbers (uniform numbers), and accounts.
Article 32     The section on implementation of corporate governance shall include the following information:
  1. The state of the company's implementation of corporate governance, any departure of such implementation from the Corporate Governance Best-Practice Principles, and the reason for any such departure. (Attachment 54)
  2. If the company has adopted corporate governance best-practice principles or related bylaws, disclose how these are to be accessed.
  3. Other significant information that will provide a better understanding of the state of the company's implementation of corporate governance may also be disclosed.
Article 33     The section on important resolutions shall include the text of any resolutions pertaining to the current issuance (including a comparison chart on the newly amended and the old clauses of the articles of incorporation and a profit distribution schedule).
Article 34     If a prospectus prepared by an exchange-listed or OTC-listed company in accordance with Chapter 2 has been transmitted using the form prescribed by the FSC as an electronic file to the agencies designated by the FSC, and the prospectus has been made available in hardcopy at the following places for examination by investors, the company may deliver a simplified prospectus to subscribers or placees:
  1. Taiwan Stock Exchange Corporation.
  2. GreTai Securities Market.
  3. Securities & Futures Institute.
  4. Chinese Securities Association.
  5. The head offices of the lead securities underwriter and co-underwriters for the current offering and issuance.
    Where the following conditions are met, the company may distribute a simplified prospectus to subscribers or placees without being required to comply with the provisions of the preceding paragraph:
  1. The company is issuing ordinary corporate bonds.
  2. The company has already publicly offered and issued securities previously in the same fiscal year in accordance with the provisions of the preceding paragraph, and is once again registering (or applying for approval of) the public offering and issuance of securities.
  3. The party is a company not listed on a stock exchange or traded on an OTC market issuing new shares in connection with a cash capital increase (in which case it is exempt from public offering requirements), corporate bonds with warrants, convertible corporate bonds, new shares in connection with merger or acquisition, or new shares in connection with acquisition of another company's shares, or employee stock warrants.
Article 35     In addition to the descriptions required on the front cover, the inside front cover, and on the back cover of the simplified prospectus in accordance with Articles 3 to 5, it shall also be stated in bold lettering on the front cover that the document is a simplified prospectus, and on the inside front cover there shall be additional information on the website and locations where investors can find the prospectus prepared in accordance with Chapter 2.
    The following particulars shall be included in a simplified prospectus:
  1. A company overview: The overview shall include the information required in Article 8, Article 9 (subparagraph 2), Article 10 (paragraph 1, subparagraphs 2 and 4), and Article 11 (subparagraph 2; subparagraph 3, item 3; and subparagraph 4).
  2. Overview of operations: The overview shall include the information required in Article 19 (subparagraph 1, items 1 and 2 and subparagraph 2, items 1 and 2), Article 20 (paragraph 1, subparagraph 3), Article 21 (subparagraphs 1 and 3), and Article 22.
  3. Issuance plan and the status of its implementation: This section shall include the information required in Article 24, Article 25, and Article 26, subparagraphs 1 through 5.
  4. Financial overview: This section shall include the information required in Article 27, subparagraph 4, Article 28 (not including notes or attachments to financial statements), and Article 29, subparagraph 3.
  5. Matters of special note: This section shall include the information required in Article 31, paragraph 1, subparagraph 1, item 2; subparagraph 3; subparagraph 4; subparagraph 5; subparagraph 7; and subparagraph 11.
    In addition to the information required in the preceding paragraph, a simplified prospectus of a public company meeting the qualifications under paragraph 2, subparagraph 1 of the preceding article shall also disclose any change or addition to the information in the previous prospectus.
Article 36     For cases of incorporation by public offering, the prospectus shall include the following information:
  1. Process of company establishment: Provide the reason for incorporation by public offering, a register of promoters, and the names, work experience, number of shares subscribed, and types of capital contribution of the promoters whose share subscription percentage is among the top ten, and indicate whether the promoters meet the qualification requirements under the relevant laws and regulations. Also disclose the dispersion of equity ownership and the shareholdings of affiliated enterprises.
  2. Minutes of the relevant promoters meetings.
  3. Market conditions and development prospects in the issuer's industry.
  4. The contents of the issuer's business plan:
    1. Business scope: List the issuer's lines of business.
    2. Operational principles: List the issuer's operational principles and policies.
    3. Business development plan: List long- and short-term business development plans, the main target market(s), and the competition strategy.
    4. Concrete plan for implementation:
      1. Facilities at the place of business: List the factors taken into consideration in choosing the place of business and factory address, and the method for deciding transaction prices.
      2. List the academic qualifications and work experience of the principal managerial officers.
      3. Organizational system: Show the company's structure and the functions, duties, and segregation of authority and duties of its principal divisions.
      4. Human resources plan: List human resource needs, the method for recruiting employees, and employee development, training, promotion, transfer, evaluation, salary systems, and fringe benefits.
      5. List the contents of the financial plan and capital allocation plan.
    5. Indicate the business plan for future fiscal years.
    6. Indicate any major asset transactions, loans, endorsements, guarantees, or other transactions between promoters and related parties thereof within the most recent fiscal year (Attachment 57), and other transaction particulars.
  5. List the names and locations of banks authorized to collect payment for shares subscribed, and where promoters have made full payment for shares in accordance with requirements, provide proof thereof.
  6. The offering circular.
  7. The concluding opinion of the securities underwriter's evaluation report.
  8. The authority with jurisdiction over the line of business operated by the issuer, and important applicable laws, regulations, and bylaws.
  9. Other documents as required by the authority with jurisdiction over the line of business operated by the issuer.
Article 37     Banks, financial holding companies and bills finance companies shall prepare prospectuses in accordance with these Regulations.
    The FSC may declare these Regulations applicable to the preparation of prospectuses by financial enterprises other than those referred to in the preceding paragraph.
Article 38     The draft prospectus shall be transmitted to the FSC-designated information reporting website in an electronic file format conforming with FSC regulations, and within 30 days from the date of effective registration or receipt of the FSC's approval notice, the final prospectus shall be transmitted to the FSC-designated information reporting website as an electronic file.
Article 39     These Regulations shall be implemented from 1 January 2006.