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Relevant Laws

Title：Regulations Governing Public Tender Offers for Securities of Public Companies (2023.12.04)
Article 7-1     An Offeror shall adopt uniform acquisition conditions in the public tender offer, and may not make any of the following modifications to the acquisition conditions:
  1. Lower the public tender offer price.
  2. Lower the proposed number of securities to be acquired through the public tender offer.
  3. Shorten the public tender offer period.
  4. Other particulars as prescribed by the FSC.
    The Offeror may not change the time, manner, or place for payment of tender offer consideration as specified in the prospectus, provided that this restriction does not apply in the event of a natural disaster or emergency event. The occurrence and cessation of an above-mentioned event shall be determined and announced by the relevant competent authorities pursuant to relevant laws and regulations.
    The Offeror may not enter into an agreement or covenant with any specific shareholder of the subject company entitling the shareholder to obtain any special rights after the shareholder's participation in the tender through an offer to sell, so that there might exist any discrepancy in the substantial acquisition conditions among shareholders.
Article 8     Consideration, other than cash, for public tender offers shall be confined to within the following scope:
  1. Domestic securities that are either listed on a stock exchange or traded on an OTC market pursuant to the provisions of the Act; the scope of foreign securities [eligible as consideration] shall be as separately prescribed by the FSC.
  2. If the Offeror is a public company, stocks or bonds offered and issued thereby; if the Offeror is a foreign company, the scope of stocks or bonds offered and issued thereby [eligible as consideration] shall be as separately prescribed by the FSC.
  3. Other property of an Offeror referred to in the preceding subparagraph.
Article 18     The length of public tender offer period shall not be less than 20 days nor more than 50 days.
    If what is provided under Paragraph 2 of Article 7 occurs or for another legitimate reason, the original Offeror may report to the FSC and make a public announcement of an extension of the public tender offer period. However, the extension period shall not exceed 50 days, and shall be limited to one time only.
Article 19     For purpose of these Regulations, the expression that "the conditions of the public tender offer have been achieved" means that by the expiration of the tender offer period the minimum number of shares for acquisition in the tender offer as set by the Offeror has been reached. If the public tender offer involves any matter that requires the approval of the FSC or other competent authority or that requires an effective registration, the approval shall have been obtained or the effective registration made.
    With respect to any of the following matters, the Offeror shall submit a regulatory filing with the FSC and make a public announcement, with a copy thereof to the mandated institution within 2 days counting inclusively from the date of occurrence of the fact:
  1. It has obtained approval or effective registration from another competent authority before the conditions of the public tender offer have been achieved.
  2. The conditions of the public tender offer have been achieved.
  3. The tender offer consideration has been transmitted to the mandated institution's segregated account for public tender offer.
  4. After the conditions of the public tender offer have been achieved, the number of securities tendered reaches the maximum number to be purchased.
    If, on the expiration day of the public tender offer period, the conditions of the public tender offer have not been achieved, or the number of securities tendered exceeds the number to be purchased, for the securities which have been deposited but not transacted, the Offeror shall, on the business day following the expiration of the public tender offer period, return to the Tenderer the securities deposited by the Tenderer.
    After the conditions of the public tender offer have been achieved, if the Offeror does not complete the payment by the time for payment of the tender offer consideration as specified in the prospectus, the tenderer may, without issuing any notice of payment due, terminate the contract at its sole discretion. The mandated institution shall, on the following business day, return to the tenderer the securities deposited by the tenderer. However, if the time to return the securities to the tenderer, as specified in the prospectus, is earlier than the time for payment of tender offer consideration, such stipulation shall govern.
    When a Tenderer applies to revoke its offer to sell, it shall do so in writing.
    A Tenderer may not revoke its offer to sell after the Offeror has made a public announcement under Paragraph 2, subparagraph 2, unless under any of the following circumstances:
  1. A circumstance set out in Article 7, Paragraph 2.
  2. The Offeror has submitted a regulatory filing with the FSC and made a public announcement of an extension of the public tender offer period pursuant to Article 18, Paragraph 2.
  3. The offer to sell is voidable under any other law.