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Article 9
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The following risks shall be noted:
- Risk factors: The prospectus shall analyze and assess the following matters during the most recent fiscal period and up to the prospectus publication date:
- The impact upon the company's balance sheet of inflation and changes in interest and exchange rates, and the measures the company plans to adopt in response;
- High-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future.
- Future research and development projects, and expenditures expected in connection therewith;
- The impact upon the company's financial operations of important policy and legal developments at home and abroad, and the measures the company plans to adopt in response;
- The impact on the company's financial operations of developments in science and technology (including cyber security risk) and industry, and the measures the company plans to adopt in response;
- The impact of changes in the company's image upon its crisis management, and the measures the company plans to adopt in response;
- The expected benefits and potential risks of any merger or acquisition, and measures to be adopted in response;
- The expected benefits and potential risks of any plant expansion, and measures to be adopted in response;
- The risks associated with any consolidation of sales or purchasing operations, and measures to be adopted in response;
- Effect upon and risk to the company if a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and measures to be adopted in response;
- Effect upon and risk to the company associated with any change in governance personnel or top management, and measures to be adopted in response.
- Other important risks and measures to be adopted in response.
- Litigious and non-litigious matters:
- If there has been any material impact upon shareholders' equity or prices for the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving the company that was finalized or remained pending during the most recent 2 fiscal years or during the current fiscal year up to the prospectus publication date, the prospectus shall disclose the facts in dispute, amount in dispute, commencement date, main parties involved, and current status of the case.
- If there has been any material impact upon shareholders' equity or prices for the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving a company director, supervisor, general manager, de facto responsible person, or major shareholder with a stake of more than 10 percent, and the matter was finalized or remained pending during the most recent 2 fiscal years or during the current fiscal year up to the prospectus publication date, the prospectus shall disclose the information set forth in sub-subparagraph (1) above.
- The prospectus shall note the occurrence of any event set forth under Article 157 of the Securities and Exchange Act that involves a company director, supervisor, its general manager, or any major shareholder with a stake of more than 10 percent, provided the event occurred in the most recent 2 fiscal years or during the current fiscal year up to the prospectus publication date. The prospectus shall also note how the company is currently handling the matter.
- If a company director, supervisor, its general manager, or a major shareholder with a stake of more than 10 percent has experienced financial difficulties or lost creditworthiness within the most recent 2 fiscal years or during the current fiscal year up to the prospectus publication date, the prospectus shall note the effect on the company's financial status.
- The prospectus shall note any other important matters.
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Article 21
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The section on "investments in other companies" shall include the following items:
- A general description of companies that have been invested in, including: The names of the investees, their line(s) of business, the cost of investment associated with the company's investment in the other companies, book value, number of shares held, percentage of stake, net equity value, accounting practices, gain (loss) on investments for the most recent fiscal year, distributed cash dividends, and the number of the company's shares held by the companies in which it has invested. If there is market value available on the re-invested business, such market value information shall also be included. (Table 46)
- Consolidated stake: Setting forth the following information of each company invested in: the number of shares held by the company, the number of shares held by the company's directors, supervisors, the personnel whose positions are managerial or higher, and the number of shares invested in a single company which are held by the entities directly or indirectly controlled by the company, and calculating the consolidated shareholding percentage of the above categories. (Table 47)
- The status of those subsidiaries of companies listed on the TWSE or the TPEx who held or disposed of shares of this company during the most recent 2 fiscal years and up to the prospectus publication date and the status of the shares pledged, and setting forth the origin of capital and other influences on the company's financial performance and financial condition. (Table 48)
- Any occurrences of the situations of Article 185 of the Company Act, or transferring part of the business operation or results of the research and development to a subsidiary during the most recent 2 fiscal years and up to the prospectus publication date, the status of waiving subscription rights to the cash capital increase in the subsidiary company, the name of the subscribing counter party, and the relationship with the company, the directors, supervisors and shareholders who hold more than 10 percent of the outstanding shares, and the number of the subscribed shares shall be disclosed.
The term "subsidiary," as used in the subparagraphs 3 and 4 of the preceding paragraph, shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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Article 22
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The section on "important contracts" shall include all supply/sales contracts, technologies cooperation contracts, construction contracts, long-term loan agreements, and all other important contracts which are likely to impact the investors' rights, whether they are currently effective or have expired in the most recent fiscal year, and shall include the parties, major content, restrictive provisions and the commencement and termination dates of the contracts. (Table 49)
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