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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(2015.07.24)
Date:
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 departments.
  2. Diagram of affiliated enterprises: Show the relationships between the company and its affiliated enterprises, their mutual shareholding, 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 branches: (Attachment 6)
    1. Name, nationality, 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, nationality or place of registration, 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 10 largest shareholders in terms of their shares, and their shareholding ratio. If any of those 10 largest shareholders is a corporate shareholder, indicate the name of the corporate shareholder and the names of its 10 largest shareholders and their shareholding ratio.
    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.
  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, 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 paid to directors, supervisors, general manager, assistant general managers, and deputy assistant general managers for the most recent fiscal year: (Attachment 9, Attachment 10)
    1. The company may opt either to disclose aggregate remuneration information, with the name(s) indicated for each remuneration range, or to disclose the name of each individual and the corresponding remuneration amount.
    2. If any of the following applies to the company, it shall disclose the remuneration paid to each individual director, supervisor, and general manager:
      1. The bank's average non-performing loan ratio in the fourth quarter of the most recent year exceeds 5 percent; the bills finance company's average non-performing credit ratio in the fourth quarter of the most recent year exceeds 5 percent.
      2. The bank, bills finance company, or financial holding company's most recent capital adequacy ratio, whether unaudited, CPA-reviewed, or adjusted following FSC examination, is lower than the minimum requirement provided by relevant laws and regulations governing capital adequacy for each industry.
      3. There has been an after-tax deficit shown in the parent company only or individual financial reports for the most recent two years. The preceding provision does not apply if the parent company only or individual financial reports for the most recent year reports after-tax net profit, which is sufficient to make up the accumulated deficit.
      4. The company is required by the FSC to increase capital, but has not completed the capital increase according to the capital increase plan.
    3. If the director and supervisor shareholding percentage is insufficient for 3 consecutive months or longer during the most recent year, the remuneration paid to each of the directors and supervisors shall be disclosed.
    4. If the average ratio of share pledging by directors and supervisors is in excess of 50 percent in any 3 months during the most recent year, the remuneration paid to each of the directors and supervisors having a ratio of pledged shares in excess of 50 percent for each such month shall be disclosed.
    5. If the remuneration to directors and supervisors paid by all companies included in the financial report to directors and supervisors exceeds 2 percent of net income after tax, and the remuneration received by individual directors or supervisors exceeds NT$15,000,000, the remuneration paid to such individual directors or supervisors shall be disclosed.
    6. Separately compare and describe total remuneration as a percentage of net income after tax in the parent company only or individual financial reports 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:
    1. 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 publication 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 required by the company, indicate this fact, and note the class and dollar amount of the shares paid for in this manner.
    2. Prominently indicate any instance of private placement, and for any private placement made during the most recent three years or in the current year up to the date of publication of the prospectus further disclose the date on which the private placement was approved at a shareholders meeting and the amount thus approved; the basis for and reasonableness of the pricing; the manner in which the specified persons were selected (where the offerees have already been arranged, the names of the offerees and relationship between the offerees and the company shall also be described); the reasons why the private placement was necessary; the targets of the private placement, their qualifications, subscription amounts, subscription price, relationship with the company, participation in the operations of the company, actual subscription price, the difference between the actual subscription price and the reference price; the effect of the private placement on shareholders' equity; and for the period from receipt of payment in full to the completion of the related capital allocation plan, the status of use of the capital raised through the private placement of common shares, the implementation progress of the plan, and the status of realization of the benefits of the plan.(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 shareholding ratio of 1 percent or greater, or the names of the top 10 shareholders, specifying the number of shares held and shareholding ratio of 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 1 percent or greater shareholders, 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 1 percent or greater shareholder during the past two fiscal years or during the current fiscal year up to the date of publication 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 1 percent or greater shareholders, and the number of shares obtained or pledged. (Attachment 17).
    6. Relationship information, if among the 10 largest shareholders any one is a related party, or is the spouse or a relative within the second degree of kinship of another (Attachment 18).
  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 19)
    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. F.Price-to-dividend ratio. G.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. Compensation of employees, directors and supervisors:
    1. Indicate the percentages that the company's articles of incorporation require/allow it to distribute as compensation of employees, directors and supervisors, and the range of allowable distributions of this nature.
    2. The basis for estimating the amount of compensation of employees, directors and supervisors, for calculating the number of shares to be distributed as compensation of employees in the form of stock, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
    3. Status of compensation distribution as approved by the board of directors:
      1. The value of compensation given to employees in the form of cash or stock, and the value of compensation given to directors and supervisors. If there is any discrepancy between such value and the estimated figure for the year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed.
      2. The value of compensation given to employees in the form of stock as a percentage of after-tax net income and total employee compensation for the current period.
    4. Status and result of compensation distribution reported to the shareholders' meeting.
    5. The actual distribution of compensation of employees, directors and supervisors for the previous fiscal year (including the number, dollar amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized compensation of employees, directors and supervisors, additionally the discrepancy, cause, and how it is treated.
  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 publication 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 20)
Article 35     A company shall deliver to its subscribers or placees the prospectus along with subscription payment form prior to offering and issuing securities.
    However if a company has prepared the prospectus in accordance with Paragraph 1 or Paragraph 2 of Article 6 herein, and has transmitted it in an electronic file to the information reporting website designated by the FSC, the company only needs to deliver a simplified prospectus along with the subscription payment form to subscribers or placees.
    The simplified prospectus in the preceding paragraph shall contain the following information: (Attachment 69-1):
  1. Company's common stock code, a website on which the prospectus is available for subscribers or placees to browse, and any situation provided under the subparagraphs of Paragraph 3, Article 3 herein.
  2. Brief description of the securities offering and issuance plan and expected benefits.
  3. Audit or review opinion on CPA-audited or reviewed financial reports, condensed balance sheet and statement of comprehensive income in the past three years and the most recent period.
  4. Information required under Subparagraphs 3 ~ 5 of Paragraph 1 and Paragraph 2, Article 32 herein; in case of issuance of new shares in connection with merger, demerger, acquisition, acquisition of another company's shares, the opinion of an independent expert on the reasonableness of share conversion ratio.
  5. Corporate seal and signature or seal of responsible person.
  6. Other necessary information.