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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 27 For the current issue of new shares due to acquisition or merger, the following particulars shall be specified:
1.Plan content:
A.Content of the merger or acquisition plan: including the purpose of the merger or acquisition; the integration plan for financial, business, personnel, information, etc. affairs after the merger or acquisition and anticipated benefits; the share conversion ratio and the basis upon which it was calculated; proposed schedule; items that materially affect the share conversion ratio after the public announcement of the merger or acquisition; effects on net value per share and earnings per share; matters related to the assumption of rights and obligations of the extinguished company (including principles for handling treasury shares and already-issued equity securities), and the basic information of the company to be merged or acquired (Attachment 56).
B.Content of the demerger plan: the purpose of the demerger; estimated value of the operations and assets planned to be assigned to the existing company or new company; share conversion rates and the basis upon which they were calculated; the total number and the types and quantities of the shares to be acquired by the demerged company or its shareholders; matters related to assumption by the existing company or new company of rights and obligations of the demerged company (including principles for handling treasury shares and already-issued equity securities); matters related to the reduction, if any, in capital of the demerged company; anticipated benefits of the demerger.
2.Merger or acquisition contract.
3.Opinion of an independent professional on the reasonableness of the share conversion rate of the merger or acquisition plan.
4.Any restrictions on future transfer or pledge of new shares issued due to the merger or acquisition.
5.The projected consolidated balance sheet as of the record date for calculating the share conversion ratio between the acquiring and target companies.
6.Financial reports of the target company for the most recent two fiscal years, audited and certified by a certified public accountant(s). (If the target company is not a publicly issued company, its financial statement may be audited/certified by a single certified public accountant.)
7.Minutes of the shareholders meeting of the acquiring company at which the resolution for merger was passed; however, this restriction shall not apply where any law or regulation provides otherwise.
8.Summary of the target company's financial and business conditions:
A.The main content of the target company's business operations, current products and their uses or current services, the condition of the supply of the main raw materials, and the sales areas for the main products or services shall be set forth.
B.If the target company is not a public company, specify any circumstances in which the amount of purchases/sales of the target company's major assets has reached 20 percent of the company's paid-in capital, or NT$300 million or more during the most recent two fiscal years or during the current period up to the publication date of the prospectus. (Attachment 57)
C.In accordance with subparagraph 1 of Article 22, a summary of the target company's investee enterprises shall be set forth.
D.In accordance with Article 23, important contracts signed by the target company shall be set forth and the effect on the company's financial and business conditions after the merger shall be described.
E.In accordance with subparagraph 2 of Article 9, major litigious, non-litigious, and administrative disputes of the target company and related companies shall be set forth and the effect on the company's financial and business conditions after the merger shall be described.