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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 37 For cases of incorporation by public offering, the prospectus shall include the following information:
1.Process of company establishment: Provide the reason for incorporation by public offering, a register of promoters, and the names, work experience, number of shares subscribed, and types of capital contribution of the promoters whose share subscription percentage is among the top ten, and indicate whether the promoters meet the qualification requirements under the relevant laws and regulations. Also disclose the dispersion of equity ownership and the shareholdings of affiliated enterprises.
2.Minutes of the relevant promoters meetings.
3.Market conditions and development prospects in the issuer's industry.
4.The contents of the issuer's business plan:
A.Business scope: List the issuer's lines of business.
B.Operational principles: List the issuer's operational principles and policies.
C.Business development plan: List long- and short-term business development plans, the main target market(s), and the competition strategy.
D.Concrete plan for implementation:
a.Facilities at the place of business: List the factors taken into consideration in choosing the place of business and factory address, and the method for deciding transaction prices.
b.List the academic qualifications and work experience of the principal managerial officers.
c.Organizational system: Show the company's structure and the functions, duties, and segregation of authority and duties of its principal divisions.
d.Human resources plan: List human resource needs, the method for recruiting employees, and employee development, training, promotion, transfer, evaluation, salary systems, and fringe benefits.
e.List the contents of the financial plan and capital allocation plan.
E.Indicate the business plan for future fiscal years.
F.Indicate any major asset transactions, loans, endorsements, guarantees, or other transactions between promoters and related parties thereof within the most recent fiscal year (Attachment 70), and other transaction particulars.
5.List the names and locations of banks authorized to collect payment for shares subscribed, and where promoters have made full payment for shares in accordance with requirements, provide proof thereof.
6.The offering circular.
7.The concluding opinion of the securities underwriter's evaluation report.
8.The authority with jurisdiction over the line of business operated by the
9.Other documents as required by the authority with jurisdiction over the line of business operated by the issuer.
Promoters shall deliver the prospectus mentioned in the preceding paragraph along with subscription payment form to subscribers or placees before the incorporation of the company.