| Title： |
Regulations Governing Tender Offers for Purchase of the Securities of a Public Company(2002.10.22) |
| Date： |
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Article 10
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An Offeror buying back its own shares in accordance with Article 28-2 of the Law shall publicly announce, and report to the SFC, attaching the Public Tender Offer Report Form and the following supporting documents, before the date of the public tender offer:
1. Subparagraphs 2 and 4 of the Paragraph.
2. The meeting minutes recording the resolution by the board of directors to buy back the shares.
3. A declaration from a board of directors meeting, stating that, taking into consideration the company's financial condition, there will be no effect on the company's maintenance of capital.
4. The most recent duly disclosed financial report audited or reviewed by a certified public accountant before the board resolution.
5. The opinion of a certified public accountant or securities underwriter on the reasonableness of the buyback price.
6. The documentation required under Article 10 of the Regulations Governing Share Repurchase by Listed and OTC Companies regarding methods for transferring shares to employees or under Article 11 regarding methods for converting shareholding or subscribing shares.
7. Affect on unappropriated retained earnings of the company.
8. Other documentation required by the SFC.
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Article 20
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When an Offeror buys back its own shares in accordance with Article 28-2 of the Law, shares held by its affiliated enterprises as defined under Article 369-1 of the Company Law, or directors, supervisors, or managers themselves or spouses or minor children thereof, or held under the name of another person, shall not be sold in response to the offer during the period of share buyback by the Offeror.
When a government operated enterprise in which the government holds more than 50 percent of the total issued shares is approved by the Executive Yuan, at the request of the competent authority of the enterprise, to buy back its own shares in accordance with Subparagraph 3 of Paragraph 1 of Article 28-2 of the Law, the restriction set forth in the preceding paragraph may be exempted.
The price in a public tender offer referred to in the preceding paragraph shall not be higher than the closing securities price on the date of public announcement of the public tender offer or the net worth per share on the financial report for the most recent period, whichever of the two is higher; the public tender offer price and the volume of securities to be acquired through the public tender offer shall furthermore not be changed during the public tender offer period.
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