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Article 30
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The following particulars shall be specified in the offering plan for TDRs:
- Purpose of the offering.
- Projected date of issuance, total dollar amount, total number of units to be issued, number of the underlying securities represented by TDRs, and method for determining the issue price.
- Rights and obligations of the holders of TDRs.
- Source of the underlying securities represented by TDRs.
- Method of underwriting and intended place of listing.
- The intended use of the proceeds; where the party raising funds is a secondary exchange (or OTC) listed company, the offering plan shall also specify the projected benefits to be derived therefrom.
- If the offering is for the purpose of merging with a domestic [Taiwan]company, acquiring shares of a domestic [Taiwan]company, or for an acquisition or demerger that involves a domestic [Taiwan]company, the following particulars shall be set forth:
- The number of shares received (or the name of the business or assets acquired), the party from which the acquisition is to be made, and conditions and limitations attaching to any future transfer.
- The expected rate of progress, and expected date of completion.
- The method of deciding the share exchange ratio and the reasonableness thereof.
- The expected benefit.
- Where the counterparty in any merger, acquisition, or share swap is an affiliated enterprise or affiliated person, the offering plan shall state the nature of the affiliation with such enterprise or person, the reason for selecting the affiliated enterprise or affiliated person, the need for such selection, and the effect of the selection upon shareholders' equity.
- Allocation of relevant fees incurred during the offering period and the duration of the facility; provided, that this requirement does not apply if the TDRs are issued by a foreign issuer for a capital increase.
- The time frame for the offering, and the approach to be taken in case of under-subscription; if the case is a merger with a domestic [Taiwan] company, acquiring shares of a domestic [Taiwan]company, or an acquisition or demerger that involves a domestic [Taiwan]company, the offering plan shall set forth the time period for completion of the issue, and the approach to be taken in case no issuance is carried out before the deadline.
- Other matters required to be specified by the FSC.
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