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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 9     The following risks shall be noted:
  1. Risk factors: The prospectus shall analyze and assess the following matters during the most recent fiscal period and up to the prospectus publication date:
    1. 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;
    2. 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.
    3. Future research and development projects, and expenditures expected in connection therewith;
    4. 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;
    5. 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;
    6. The impact of changes in the company's image upon its crisis management, and the measures the company plans to adopt in response;
    7. The expected benefits and potential risks of any merger or acquisition, and measures to be adopted in response;
    8. The expected benefits and potential risks of any plant expansion, and measures to be adopted in response;
    9. The risks associated with any consolidation of sales or purchasing operations, and measures to be adopted in response;
    10. 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;
    11. Effect upon and risk to the company associated with any change in governance personnel or top management, and measures to be adopted in response.
    12. Other important risks and measures to be adopted in response.
  2. Litigious and non-litigious matters:
    1. 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.
    2. 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.
    3. 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.
  3. 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.
  4. The prospectus shall note any other important matters.