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Article 3
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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:
A.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, and manners of underwriting and allocation; if there are specially agreed conditions for preferred shares, the referenced page number shall be separately noted.
B.Issuance of financial bonds: type, amount, interest rate, terms and conditions of issuance, the public underwriting ratio, and manners of underwriting and allocation. If there are conversions, exchange, or warrant exercise rules, the referenced page number shall be separately noted.
C.Issuance of corporate bonds: type, amount, interest rate, terms and conditions of issuance, the public underwriting ratio, and manners of underwriting and allocation. If there are conversions, exchange, or warrant exercise rules, the referenced page number shall be separately noted.
D.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. For the warrant exercise conditions, readers may be referred simply to the page number in the prospectus where the conditions are listed in full.
E.Issuance of new restricted employee shares: type of issue, number of shares, value, and conditions of issue. For the conditions of issue, readers may be referred simply to the page number in the prospectus where the conditions are listed in full.
F.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 by promoters.
G.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.Fees related to the current issue:
A.Underwriting fees.
B.Other fees and charges, including such other fees and charges as related to certified public accountants and attorneys (no itemization is required).
5.The following wordings shall be printed in a conspicuous manner:
A.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.
B.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.
C.Investors are strongly advised to visit the information reporting website designated by the Financial Supervisory Commission (referred to as the "FSC" hereunder) to read this prospectus carefully and take note of the risks associated with this company before making any investment. In addition, the reader shall be referred to page numbers in the text where related information can be found.
D.Web addresses for inquiries regarding this prospectus, including the web address of the information reporting website designated by the FSC, and the web address where the company discloses the relevant prospectus data.
6.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.Par value of shares.
6.Where the target investors of ordinary corporate bonds and financial bonds registered or applied by an issuer for issuance are restricted, such restriction shall be noted.
7.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.
8.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."
9.The company has an accumulated deficit or has had 2 consecutive years of losses, and its net worth per share is lower than par value.
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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, sex/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.
C. Where the chairperson of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto.
4. Directors and supervisors:
A. Name, sex/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. (Attachment 7, Attachment 7-1)
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. (Attachment 7)
C. Where the chairperson of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto. (Attachment 7)
5. Chairmen of the board and general managers rehired as consultant after retiring from the company or its affiliate enterprises: Name, sex/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, vice president, assistant vice president, and consultant(s) 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. A company that has posted after-tax deficits in the parent company only financial reports or individual financial reports within the most recent 3 fiscal 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. Where a company listed on the TWSE or the TPEx is ranked in the lowest tier in the corporate governance evaluation for the most recent fiscal year, or in the most recent fiscal year or up to the date of publication of the annual report for that year, the company's securities have been placed under an altered trading method, suspended from trading, delisted from the TWSE or the TPEx, or the Corporate Governance Evaluation Committee has resolved that the company shall be excluded from evaluation, it shall disclose the remuneration paid to each individual director and supervisor.
G. Where the average annual salary of the full-time non-supervisory employees in a TWSE or TPEx listed company is less than NT$500,000, it shall disclose the remuneration paid to each individual director and supervisor.
H. If the circumstance in sub-item "c" of Item B or in Item F applies to a company listed on the TWSE or the TPEx, it shall disclose the individual remuneration paid to each of its top five management personnel. (Attachment 9)
I. Compare and analyze the total remuneration as a percentage of net income stated in the parent company only financial reports or individual financial reports, paid by this company and by all consolidated entities (including this company) for the most recent 2 fiscal years to each of this company's directors, supervisors, general managers, vice president, and assistant vice president, and describe the policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its linkage to business 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 11
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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:
A.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.
B.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:
A.Shareholder structure: Provide statistics on the ratios between the various types of shareholders. (Attachment 13)
B.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)
C.List of major shareholders: setting forth the names, number of owned shares and the shareholding percentages of those who own 1 percent or more of the total issued shares, and if those are fewer than 10 shareholders, also disclosing that information for all the shareholders who rank in the top 10 in shareholding percentage. (Attachment 15)
D.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)
E.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 counter party of such transfer or pledge of shares is a related person, the name of such counter party, its relationship with the company, directors, supervisors, managers, and shareholders holding 1 percent or more of outstanding shares, and the number of the shares thus acquired or pledged shall also be disclosed. (Attachment 17)
F.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)
A.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.
B.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.
C.Earnings per share.
D.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.
E.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:
A.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.
B.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.
C.Status of compensation distribution as approved by the board of directors:
a.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.
b.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.
D.Status and result of compensation distribution reported to the shareholders' meeting.
E.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: (Attachment 20)
A. Repurchases already completed: The company shall describe, for the 3 most recent fiscal years and the period up to the prospectus publication date, the purpose of the repurchase of its own shares, the period for the repurchase, the price range of the shares to be repurchased that it reported, and the type, number, and monetary amount of the shares already repurchased, the ratio of the number of shares that were repurchased to the planned number of shares to be repurchased, capital adequacy ratio before and after share repurchase, the number of shares that have been canceled and that have been transferred, the cumulative number of its own shares that the company holds, the ratio of the cumulative number of its own shares that it holds to the total number of its 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.
B. Any repurchase still in progress: The company shall describe the purpose of the repurchase, the type of shares to be repurchased, the ceiling on the total monetary amount of the repurchase, the planned period for the repurchase, and number of shares to be repurchased, and the price range of the shares to be repurchased, and also shall specify, as of the prospectus publication date, the type, number, and monetary amount of the shares already repurchased, and the ratio of the number of shares that were repurchased to the planned number of shares to be repurchased.
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Article 21
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For property and equipment, other real properties, or right-of-use assets therein, the following items shall be recorded:
1.Owned assets:
A.For banks and financial holding companies, provide the names, number, acquisition date, acquisition cost, re-appraised increased value and non-depreciated balance of the real properties and equipment where the acquisition cost is 10% or more of paid-in capital or NT$300 million or more; for bills finance companies, provide the same for real properties and equipment where the acquisition cost is 20% or more of paid-in capital or NT$100 million or more. The status of the real properties and equipment's use, insurance, encumbrances, and any other restriction of rights shall also be disclosed. (Attachment 48)
B.Set forth the names, lot size, premises locations, acquisition dates, acquisition costs, re-appraised increased value, non-depreciated balance amount, published value or house/apartment's appraised value, fair 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 49)
2.Right-of-use assets: For banks and financial holding companies, provide the names, number, lease period, lessor name, original book value, and balance not yet depreciated of the right-of-use assets where the acquisition cost is 10% or more of paid-in capital or NT$300 million or more; for bills finance companies, provide the same for right-of-use assets where the acquisition cost is 20% or more of paid-in capital or NT$100 million or more. The insurance information and important stipulations of the lease shall also be disclosed. (Attachment 50)
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Article 32
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The section on matters of special note shall set forth the important contents of the application (registration statement), including:
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.
A.Internal control statement.
B.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 any sanctions 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, in the case of a financial holding company, including its subsidiaries:
A.Disclose any indictment of a responsible person or employee by a prosecutor for an offense related to the occupation.
B.Disclose any fine imposed by the FSC for violation of a law or regulation, severe correction imposed by the FSC for deficiencies, penalties imposed by the FSC in accordance with Article 61-1 of the Banking Act, Article 54 of the Financial Holding Company Act, or Article 51 of the Act Governing Bills Finance Business, or penalties imposed by the company on its internal personnel for violation of the internal control system. Where the results of the penalty may have material impact on shareholder equity or securities prices or meet criteria in Article 2 of the Regulations Governing Public Disclosure by the Financial Supervisory Commission of Material Enforcement Actions for Violations of Financial Legislation, the contents, main deficiencies, and improvement status shall be specified.
C.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.
D.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.For the most recent fiscal year or during the current fiscal year up to the date of publication of the prospectus, disclose any penalties imposed in accordance with the law upon the company or its internal personnel and any penalties 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.
13.Statements issued by securities underwriters, issuers and their directors, supervisors, general manager, financial or accounting officer, and managerial officers involved in the offering and issuance of securities applied for this time, undertaking that they will not refund or collect underwriting related fees.
14.For a case where an issuer carries out cash capital increase or offers equity-related corporate bonds or financial bonds and makes public offering through book building, the statement issued by securities underwriters and issuer undertaking that the bonds will not be sold to related parties or insiders.
15.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.
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Article 33
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The section on implementation of corporate governance shall include the following information:
1.The state of operations of the board of directors: Number of meetings; attendance rate of each director; an evaluation of targets for strengthening of the functions of the board during the current and immediately preceding fiscal year, and measures taken toward achievement thereof; and any other matters that require reporting. (Attachment 62)
2.The state of operations of the audit committee or the state of participation in board meetings by the supervisors: Number of meetings; rate of attendance (or of attendance as a non-voting participant) of each independent director or supervisor; and any other matters that require reporting. (Attachment 63, Attachment 64)
3.Disclosures required under the Corporate Governance Best-Practice Principles, provided that for disclosures that already have been made on the company's website, it is permissible to simply disclose the website for reference.
4.The state of the company's implementation of corporate governance, any variance of such implementation from the Corporate Governance Best-Practice Principles for TSEC/TPEx Listed Companies, and the reason for any such variance. (Attachment 65)
5.If the company has a compensation committee in place, the composition and operation of the compensation committee shall be disclosed. (Attachment 66)
6.The state of the company's performance of social responsibilities, where a compnay listed on the TWSE or the TPEx shall disclose any variance from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance. (Attachment 67)
7.The state of the company's performance in the area of ethical corporate management, where a compnay listed on the TWSE or the TPEx shall disclose any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance. (Attachment 68)
8.If the company has adopted corporate governance best-practice principles or related bylaws, disclose how these are to be accessed.
9.A summary of resignations and dismissals, during the most recent fiscal year and up to the prospectus publication date, of the company's chairperson of the board of directors, general manager, chief accounting officer, chief financial officer, chief internal audit officer, and chief corporate governance officer. (Attachment 69)
10.Other significant information that will provide a better understanding of the state of the company's implementation of corporate governance may also be disclosed.
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