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Article 10
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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)
A. 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.
B. 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 7-1)
A. 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.
B. 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. Chairmen of the board and general managers rehired as consultant after retiring from the company or its affiliate enterprises: Name, gender, nationality, title of position, employer and title before retirement, retirement date, date of the consultant appointment, hiring purpose, segregation of authority and duties. (Attachment 8)
6. Promoters:
A. 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.
B. 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.
7. Remuneration paid to directors, supervisors, general manager, assistant general managers, deputy assistant general managers, and consultants for the most recent fiscal year: (Attachment 8, Attachment 9, and Attachment 10)
A. 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.
B. If any of the following applies to the company, it shall disclose the remuneration paid to each individual director, supervisor, general manager, and consultant:
a. 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.
b. 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.
c. 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.
d. The company is required by the FSC to increase capital, but has not completed the capital increase according to the capital increase plan.
C. 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.
D. 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.
E. 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.
F. 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 Subparagraphs 2 and 5 of the preceding paragraph refers to those conforming with Article 369-1 of the Company Act.
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Article 20
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The section on company operations shall include the following information:
1. Business activities:
A. 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.
B. 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.
C. Overview of financial product research and business development:
a. 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 publication of the prospectus.
b. 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.
D. Long-term and short-term business development plans.
2. Market and business overview:
A. 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.
B. 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.
C. 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 publication of the prospectus, and the balance of credit extended. (Attachment 42)
D. 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 publication date of the prospectus, and the balance of credit accepted (or extended). (Attachment 43)
E. 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 publication of the prospectus. (Attachment 44)
F. 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 publication of the prospectus. (Attachment 45)
G. 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 publication of the prospectus. (Attachment 46)
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 publication of the prospectus. 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 47)
4. Labor-management relations:
A. 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.
B. Describe any loss (including any violation of the Labor Standards Act found during the labor inspection; specifying the disposition date, disposition reference No., provisions of the regulations breached, description of the violation, and the disposition) 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 publication 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.
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