|
Article 12
|
The description of the status of issue and private placement of "corporate bonds" (including overseas corporate bonds) shall include the following items:
- For all unredeemed corporate bonds and corporate bonds undergoing private placement, items to be disclosed shall be in accordance with Article 248 of the Company Act. If an FSC-approved or FSC-recognized credit rating institute has been engaged to conduct credit rating thereof, the name of the credit rating institute, the date of the rating and the credit rating result on the corporate bonds shall also be disclosed. If they are attached with conversion, exchange, or subscription rights, the issuance and conversion, exchange, or subscription rules, the possible dilution conditions and influence on shareholders' interests caused by the terms of issuance, and the monetary amount already converted, exchanged, or subscribed up to the prospectus publication date shall also be disclosed. (Table 17)
- Corporate bonds maturing within 1 year: The redemption rules and the monetary amount for the corporate bonds to be matured in 1 year shall be disclosed.
- For the issued convertible corporate bonds which are convertible to shares, overseas depositary receipts or any other securities, the issuance date, the conversion price at the time of issue and the conversion method, and the highest and lowest market and conversion price for the past 2 fiscal years and up to the prospectus publication date of each convertible corporate bond shall be disclosed respectively. (Table 18)
- For the issued exchangeable corporate bonds, the issue date, the exchanged items, the exchange price at the time of issue, the highest and lowest market price and exchange price and the number of the exchanged items held by the company for the past 2 fiscal years and up to the prospectus publication date of each exchangeable corporate bond shall be disclosed respectively. (Table 19)
- If the company adopts the shelf registration method for the raising and issue of common corporate bonds, relevant information concerning the projected total issue amount, the already issued total amount and the balance amount for the shelf registration shall be disclosed. (Table 20)
- If the company has already issued corporate bonds with warrants, a separate listing of the issuance date of each corporate bond attached with warrants, the category and number of bonds issued with warrants attached, the restricted subscription time period, the method of fulfilling the agreement, the stock subscription price, the number that have not been subscribed up to the prospectus publication date, and the ratio of the number that have not been subscribed to the total number of issued stocks. (Table 21)
- Status of any private placement of corporate bonds during the 3 most recent fiscal years up to the prospectus publication date: Shall disclose the types of corporate bonds; the date on which the private placement was approved at a shareholders or board of directors 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 the 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/conversion price, the difference between the actual subscription/conversion 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 corporate bonds, the implementation progress of the plan, and the realization of the benefits of the plan. (Table 22)
|