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Article NO. Content

Title:

Regulations Governing Information to be Published in Financial Institution Prospectuses for Offering and Issuance of Securities  CH

Amended Date: 2020.03.24 
Article 12 The section on the handling of financial bonds (including offshore financial bonds) shall disclose the following information:
1.For financial bonds already issued but not yet redeemed, indicate the approval date and approval document number of the central competent authority, par value, place of issue, currency, price, total amount, interest rate, term, underwriter, certifying financial institution, the fundraising plan for financial bond redemption, and the method for custody of the funds raised, unpaid balance, paid-in capital, and net worth after final report for the preceding year, whether there is breach of contract or default in the payment of principal/interest, and the ratio of the reported issue amount plus the balance of already issued and outstanding bonds to the net worth after final report of the preceding year. If a rating is made by the credit rating institution approved or recognized by the FSC, the name of such institution, date of rating and rating grade 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' equity caused by the terms of issuance, and the monetary amount already converted, exchanged, or subscribed up to the publication date of the prospectus shall also be disclosed. (Attachment 21)
2.For bonds to mature within one year, the amount of the bonds to mature within the coming one year and the redemption method shall be disclosed.
3.For any issued convertible financial bonds which are convertible to common shares, overseas depositary receipts or any other securities, the issuance date, the conversion price at the time of issue and the method for exercise of the conversion obligation, and the highest and lowest market price and conversion price for the past 2 fiscal years and up to the prospectus publication date of each convertible financial bond, shall be disclosed respectively. (Attachment 22)
4.For any issued exchangeable financial bonds, the issue date, the exchangeable underlyings, the exchange price at the time of issue, the highest and lowest market price and exchange price and the number of the exchanged underlyings held by the company for the past 2 fiscal years and up to the prospectus publication date of each exchangeable financial bond, shall be disclosed respectively. (Attachment 23)
5.For any issued financial bonds with warrants, the issuance date of each financial bond with warrants, the type and number of bonds issued with warrants, the restricted subscription time period, the exercise method, the share subscription price, the number that have not been subscribed, and the ratio of the number that have not been subscribed to the total number of issued shares, up to the prospectus publication date, shall be disclosed respectively. (Attachment 24)
6.Status of any private placement of financial bonds during the 3 most recent fiscal years up to the prospectus publication date: Shall disclose the type of financial bonds; the date on which the private placement was approved at a shareholders or board of directors meeting and the amount approved; the basis for and reasonableness of the pricing; the manner in which the specified persons were selected (if 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 (or conversion) price, the difference between the actual subscription (or 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 financial bonds, the implementation progress of the plan, and the status of realization of the benefits of the plan. (Attachment 25)