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Article 6
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When a company registers to offer and issue securities in accordance with Paragraph 2, Article 6 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers or registers the initial public offering of stocks in accordance with Paragraph 1, Article 66 of the same Regulations, unless otherwise provided in Chapter 4 herein (Prospectus for Incorporation by Public Offering), the content of the prospectus shall include items provided in Chapter 2 herein.
When a company that is not listed on a stock exchange or traded on an OTC market issues new shares in connection with a cash capital increase (in which case it is exempted from public offering), corporate bonds or financial bonds with warrant, convertible corporate bonds or financial bonds, or merger and acquisition or acquisition of another company's shares, or when a public company issues employee stock warrants, new restricted employee shares, or again registers public offering and issuance of securities in the same fiscal year, its prospectus shall contain the following information:
- Front cover, inside cover and back cover: Providing information according to the provisions of Articles 3 ~ 5 herein.
- Company overview: Providing information according to the provisions of Articles 8 and 9, Subparagraph 2 and 4, Paragraph 1 of Article 10, Subparagraph 2, Items 3 and 4 of Subparagraph 3, Subparagraphs 4 and 7 of Article 11.
- Overview of operations: Providing information according to the provisions of Items 1 ~ 3, Subparagraph 1, and Items 1 and 2, Subparagraph 2 of Article 20, Subparagraphs 1 and 3 of Article 22 and Article 23.
- Issuance plan and the status of its implementation: Providing information according to the provisions of Article 25, Article 26, and Subparagraphs 1 ~ 5 of Article 27 herein.
- Financial overview: Providing information according to the provisions of Subparagraph 4 of Article 28, and Article 29 (excluding the notes and attachments to the financial reports and statements of major accounting items).
- Matters of special note. Providing information according to the provisions of Item 2 of Subparagraph 1, Subparagraphs 2 ~ 5, Subparagraphs 7 ~ 9, Subparagraphs 13 and 14, Paragraph 1 of Article 32, and Article 33.
When a company registers or applies for issuance of ordinary corporate bonds or financial bonds, its prospectus shall contain the following information:
- If the target investors are not restricted to professional investors as defined in the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds (referred to as "Taipei Exchange Rules Governing International Bonds" hereunder):
- Information required for front cover, inside cover and back cover according to the provisions of Articles 3 ~ 5 herein;
- Issuer's basic company information, issuance rules and planned utilization of funds;
- Condensed balance sheet and statement of comprehensive income for the most recent three years and for the most recent period;
- Credit related risks;
- Securities underwriter's evaluation report; and
- A statement issued by the securities underwriter, stating that the underwriting fees charged will not be reimbursed or returned to the issuer or its related/affiliated parties or any person designated by either of the preceding two by other means or in other names.
- If the target investors are restricted to professional investors as defined in the Taipei Exchange Rules Governing International Bonds, information is required according to Items 1, 2, 5 and 6 of the preceding subparagraph.
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Article 10
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The section on company organization shall set forth the following information:
- Organizational system: Show the company's structure and the tasks of its principal departments.
- 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.
- The following information on the general manager, assistant general managers, deputy assistant general managers, and the supervisors of departments and branches: (Attachment 6)
- Name, gender, 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.
- 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.
- Directors and supervisors: (Attachment 7, Attachment 8)
- Name, gender, 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.
- 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.
- Promoters:
- 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.
- 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.
- 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)
- 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.
- If any of the following applies to the company, it shall disclose the remuneration paid to each individual director, supervisor, and general manager:
- 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.
- 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.
- 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.
- The company is required by the FSC to increase capital, but has not completed the capital increase according to the capital increase plan.
- 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.
- 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.
- 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.
- 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.
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