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Article NO. Content

Title:

Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses  CH

Amended Date: 2023.12.29 
Article 23     The analysis of the previous cash capital increase, merger or acquisition, issue of new shares in connection with the acquisition of shares of another company, or plan of utilization of capital from issuance of corporate bonds, the following items shall be specified:
  1. Contents of the plan: for the previous cash capital increase, merger or acquisition, issue of new shares in connection with acquisition of shares of another company, or corporate bond issue plan, and, as of the quarter preceding the prospectus publication date, for every preceding cash capital increase, merger or acquisition, issue of new shares in connection with acquisition of shares of another company, or corporate bonds issue plan that has not yet been completed or the actual completion date of which was no more than 3 fiscal years from the date of the registration, a detailed explanation shall be given of the specific content of each such plan, including the content of each and every changed plan, the source of capital and its usage, reasons for the change, the effects before and after the change, the date that the changed plan was proposed to the shareholders meeting, and the date on which the above information was posted to the information disclosure website designated by the FSC shall also be published.
  2. Implementation status: Analyzing, item by item up to the quarter immediately preceding the prospectus publication date, the status of the plans' implementation and the comparison with the originally projected effects based on the purpose of each of the above-mentioned plans. If the implementation progress or effect does not reach the projected target, a concrete explanation on the causes, impact on the shareholders' equity and improvement plans shall be made. If the content of any of the plans referred to in the preceding subparagraph is as set forth in the following sub-subparagraphs, the information set forth herein below shall also be disclosed:
    1. For acquiring or merging with, or taking assignment of, other companies, or expanding or newly constructing property, plant and equipment, compare and describe the property, plant and equipment, operating revenue, operating costs and operating income, etc.
    2. For investments in other companies, the prospectus shall describe the operation status of the company invested in and its impact on the company's investment profit/loss.
    3. For strengthening the operating capital or paying off liabilities, compare and describe the increase and decrease of current assets, current liabilities, total liabilities, interests payments, operating revenues, and the retained earnings per share etc. as well as financial structure analysis.