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Article NO. Content


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

Amended Date: 2022.04.22 
Article 14 The section on preferred shares shall include the following information:
1.For any preferred shares that are either outstanding or currently being issued, disclose par value per share, issue price, number of shares, purpose, allocation of the proceeds, any possible dilution of equity or impact of shareholders' equity due to the terms and conditions of issuance, impact upon shareholders' equity, impact of the redemption of preferred shares upon the ratio of regulatory capital to risk-weighted assets, and each of the items set out under Article 157 of the Company Act. Where the shares come attached with conversion, exchange, or warrant rights, disclose the issuance and conversion rules or warrant exercise rules (noting with whom any rights and obligations, such as preferred share dividends not distributed prior to conversion, will vest in the event of forced conversion) as well as the dollar amount of any conversions or warrant exercises made up to the date of publication of the prospectus. (Attachment 32)
2.For previously issued preferred shares with warrants, disclose the issue dates for each issue of preferred shares with warrants, the class and quantity of shares that may be subscribed, the warrant exercise method, exercise price, period of restrictions on warrant exercise, the number of unexercised warrants as of the date of publication of the prospectus, and the ratio at that time of unexercised warrants to total number of issued shares. (Attachment 33)
3.For preferred shares already listed on a stock exchange or traded on an over-the-counter (OTC) market, disclose the highest and lowest market prices during the past two fiscal years or during the current fiscal year up the date of publication of the prospectus.
4.Where an exchange-listed or OTC-listed company issues preferred shares that are not listed on an exchange or OTC market, disclose the purpose of issuance, the reason why the shares are not listed on an exchange or OTC market, impact upon the interests of current and potential investors, and whether there are any plans to list the shares in the future on an exchange or OTC market.
5.For any preferred shares privately placed during the past three fiscal years, and in the current fiscal year up to the prospectus publication date, disclose the class of the preferred shares, the date of approval by the board of directors and the quantity approved, the basis for and reasonableness of the pricing, the manner in which specified persons were selected (where the specified persons have already been arranged, further indicate the company or personal names of placees and their relationship with the company), the reasons why the private placement method 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 status of realization of the benefits of the plan.(Attachment 34)