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Article 13
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The description of the status of issue and private placement of "preferred shares" shall include the following items:
- For all outstanding preferred shares and preferred shares undergoing private placement, the par value per share, issue price, the effect of issuance terms on preferred share shareholders' equity, possible conditions of dilution, effect on shareholders' equity, and items provided under Article 157 of the Company Act shall be disclosed. If they are attached with conversion or subscription rights, the issuance and conversion rules or subscription rules (including enjoyment and assumption, after the compulsory conversion of the original preferred shares, of rights and obligations existed on the original preferred shares before conversion, such as dividends that have not yet been distributed) and the monetary amount already converted or subscribed up to the prospectus publication date shall also be disclosed. (Table 23)
- For already issued preferred shares attached 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 24)
- For preferred shares already listed on the TWSE or traded on the TPEx, the highest and lowest market price of those shares for the past 2 fiscal years and up to the prospectus publication date shall be set forth.
- Where a company listed on the TWSE or the TPEx issues preferred stocks that are not TWSE listed or not TPEx listed, the purpose of issuance, the reason for not being TWSE listed or TPEx listed, the effect on the interests of current shareholders and potential investors, and whether there is any plan for applying for TWSE listing or TPEx listing in the future.
- Status of any private placement of preferred shares during the 3 most recent fiscal years up to the prospectus publication date: Shall disclose the types of preferred shares; 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 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 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 preferred shares, the implementation progress of the plan, and the realization of the benefits of the plan. (Table 25)
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