|
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:
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.
10. If the company adopts the shelf registration method for the issuance of new shares, the following shall be noted: "The shelf registration method is adopted for the current issue of new shares for cash capital increase."
|
|
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 publication of the prospectus: A.External drivers of risk: a.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. b.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. c.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. d.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. e.Effect of differences between laws and regulations at home and abroad upon the current offering and issuance of securities.
f. The impact on the company's financial operations of developments in science and technology (including cyber security risk), and the measures the company plans to adopt in response. B.Drivers of operational risk: a.Organizational framework and policies for risk management. b.Methods for measuring and controlling risks, and exposure quantification information. c.Asset quality: With respect to the most recent two fiscal years, provide the dollar amount of non-performing credit, credit risk concentrations, a maturity analysis of assets and liabilities, and sensitivity to market risk. (Attachments 2 to 5) d.Research and development plans for the future, and expenditures expected for research and development work. e.Effect of the company's investment activities on its financial and business affairs. f.Expected benefits and risks associated with any expansion of business locations, and any response measures being or to be taken. g.Risks associated with any concentration of business, and response measures being
or to be taken. h.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. i.Effect upon and risk to the company associated with any change in managerial control, and response measures being or to be taken. j.Effect upon and risk to the company if a large quantity of shareholding of a director, supervisor, or 1 percent or greater shareholder in the company were to be transferred or otherwise change hands, and measures to be adopted in response. k.Expected benefits of any mergers or acquisitions, as well as possible risks and any response measures being or to be taken. l.Effect of employee infidelity or errors upon the company's financial and business affairs, as well as response measures being or to be taken. m.Effect of damage to information systems upon the company's financial and business affairs, as well as response measures being or to be taken. n.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. C.Other drivers of risk: a.Current credit rating and changes therein over the preceding two fiscal years. b.Effect of any change to corporate image upon the company, as well as response measures being or to be taken. c.Other important risks and any response measures being or to be taken. 2.Litigious and non-litigious matters: A.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 publication 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. B.For litigious or non-litigious proceedings or administrative disputes involving a company director, supervisor, the general manager, a de facto responsible person, a 1 percent or greater major shareholder, 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 publication 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. C.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 10 percent or greater major shareholder within the preceding two fiscal years, or in the current year up to the date of publication 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 1 percent or greater major shareholder 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 publication 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 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, gender, nationality or place of registration, work experience (academic qualifications), and amount and nature of shareholdings: Set forth their names, principal work experiences (academic qualifications), any position(s) concurrently held in this and other companies, appointment date and term, date of initial appointment, number of shares held at the time of appointment and presently by them, including those held by their spouse and minor children and through nominees, their professional expertise, and the diversity policy of the board of directors. In the case of a corporate shareholder's representative, indicate the name of the corporate shareholder and the names of its top ten largest shareholders in terms of their shares and shareholding ratio. If any of those top ten largest shareholders is a corporate shareholder, further indicate the names of its top ten 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, and as a percentage of net income stated in the individual and consolidated financial statements, respectively, paid by this company and by all consolidated entities to each of this company's directors, supervisors, general managers, vice presidents, and assistant vice presidents for the most recent two fiscal years; 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.
|
|
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:
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)
C. If the company adopts the shelf registration method for the issuance of new shares, it shall disclose relevant information, including the total amount registered for issuance, the total amount already issued, and the remaining balance of the shelf registration. (Attachment 12-1)
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.
|
|
Article 20
|
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.
5. Cyber security management:
A. Describe the cyber security risk management framework, cyber security policies, concrete management programs, and investments in resources for cyber security management.
B. List any losses suffered by the company for the most recent two fiscal years and up to the annual report publication date due to significant cyber security incidents, the possible impacts from there, and measures being or to be taken.
In the case of no reasonable estimate, the company shall explain the facts of why it cannot make such an estimate. 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 28
|
The "summarized financial data for the most recent 5 years" shall include the following items:
1.Condensed balance sheet and statement of comprehensive income: Set forth the condensed balance sheet and statement of comprehensive income information for the most recent five years. Exchange-listed companies and OTC-listed companies shall also set forth the condensed balance sheet and statement of comprehensive income information up to the quarter immediately preceding the publication date of the prospectus. If the company has been notified by the FSC to restate its financial reports, 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 58)
2.The important items which affected the making of uniform comparison on the above-mentioned condensed 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 reports.
3.The names and audited opinions of the certifying certified public accountant for the most recent five years:
A.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.
B.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 publication 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: (Attachment 59)
A.Financial structure.
B.Solvency: Current reserve ratio.
C.Operating ability.
D.Profitability.
E.Cash flow. F.Leverage.
5.Analysis of legal compliance: (Attachment 60)
A.Ratio of total balance of credit extensions secured by interested parties to 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.
B.Ratio of a financial holding company's total long-term equity investments in non-financial enterprises to paid-in capital.
C.Common equity ratio.
D.Tier 1 capital equity ratio.
E.Capital adequacy ratio. For a financial holding company, disclose the group capital adequacy ratio.
F.Ratio of mid-term loan to time deposit.
G.Ratio of the invested amount in self-used assets to net worth.
H.Ratio of the invested amount in the business-used warehouse to deposit.
I.Ratio of balance of investment in various securities to total balance of deposit and issued amount of the financial bonds.
J.Ratio of loan extended to the medium and small enterprises to the total balance of loan.
K.Ratio of mid-term and long-term loans to medium and small enterprises to time deposits.
L.Ratio of reverse repo bond and bill transactions to net worth.
M.Ratio of outstanding self-guarantees and endorsements to net worth.
N.Ratio of investments in bond- and equity-related products to net worth.
O.Ratio of holdings in short-term bills and bonds issued by certain designated enterprises to net worth.
P.Aggregate balance of guarantees made for the benefit of interested parties, expressed as a multiple of net worth.
Q.Ratio of trust fund the use of which to be designated to net worth.
R.Ratio of guaranteed amount to net worth.
S.Ratio of the balance of non-collateralized guarantees to net worth
T.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 statement of comprehensive income; 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 61)
|
|
Article 33
|
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 or nomination committee in place, the composition and operation thereof shall be disclosed. (Attachment 66)
6. The state of the company's promotion of sustainable development, where a company listed on the TWSE or the TPEx shall disclose any variance from the Sustainable Development 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.
|
|
Article 39
|
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.
If the company adopts the shelf registration method for the issuance of new shares, when it subsequently issues new shares under the shelf registration, it shall post the final prospectus as an electronic file to the information disclosure website specified by the FSC within 30 days from the date the securities underwriter issues its
summary evaluative opinion.
|