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Article 15
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In registering to sponsor issuance of overseas depositary receipts, the issuer shall submit an issuance plan that specifies the following particulars:
- Purpose of the offering.
- Projected date of issuance, total dollar amount, total number of units to be issued, number of the underlying securities evidenced by overseas depositary receipts, and method for determining the per unit issue price. However, in the case of an issuance pursuant to Article 12-1, the issuance plan shall specify the maximum total amount of the overseas depositary receipts to be issued, the maximum total amount of the securities represented by those overseas depositary receipts, and the ratio of the number of shares represented by the maximum total amount to the total number of issued shares.
- Rights and obligations of the holders of overseas depositary receipts.
- Source of the underlying securities evidenced by overseas depositary receipts; where the issuance of overseas depositary receipts is sponsored through cash capital increase, if a shareholders' meeting authorizes the board of directors to adjust the issuance amount in accordance with market conditions within the scope of the authorized issuance, and all the depositary receipts are issued in one tranche, such shall be expressly stated in the offering plan.
- Statement of issuance methods: It shall be expressly stated whether all the depositary receipts will be publicly issued or whether a portion thereof will be subscribed to by a specific person or persons. If it is agreed that a portion thereof will be subscribed to by a specific person or persons, the purpose of subscription by a specific person or persons, the total number of units subscribed to by the specific person or persons, total dollar amount, and the relation between the specific person or persons and the issuer shall be specified in the offering plan. However, if the issuer files for registration with the FSC to sponsor an issuance of overseas depositary receipts using shares, obtained due to the split, of holders of overseas depositary receipts previously sponsored for issuance by the split company, the issuer may deliver the full amount to the holders of the aforementioned overseas depositary receipts previously sponsored for issuance by the split company.
- Place of issuance and transaction.
- The funds utilization plan and the expected benefits (where the issuer is sponsoring issuance of overseas depositary receipts through cash capital increase).
- Where the issuer registers to sponsor issuance of overseas depositary receipts through capital increase and its purpose in so doing is to merge with a foreign company, to acquire the shares of a foreign company, or to issue new shares for the purpose of an acquisition or separation of a foreign company conducted in accordance with law, the offering plan shall specify the following particulars:
- The name and volume of shares (business operations or assets) acquired, and the name of the party from whom they are to be acquired.
- Schedule for implementation and completion of the plan.
- Method of determining the share exchange ratio, and the legitimacy thereof.
- Any conditions or restrictions upon future transfer of the shares, business, or assets to be acquired.
- Expected returns.
- Where the company to be acquired or the company whose shares are to be acquired is an related enterprise or related party, the issuance plan shall specify the issuer's relationship with the related enterprise or related party, the reason for choosing the related enterprise or related party, the necessity for such choice, and the impact upon shareholders' equity.
- Allocation of responsibility for payment of relevant fees incurred during the offering period and the period when the facility remains outstanding.
- Other items as required by the FSC.
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