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Article 317-2
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The company split-up plan according to Paragraph I, Article 317 shall be reduced to writing and contain the following particulars:
- The changes/alterations need to be made in the Articles of Incorporation of the existing company succeeding the business of the split company, or the full text of the Articles of Incorporation;
- The value of the business, the assets and the liabilities of the split company, and the share swap ratio and calculation basis;
- The total number, categories, and the number in each category of the new shares to be issued by the existing company succeeding the business of the split company or to be issued by the new company to be incorporated;
- The total number, categories, and the number of share in each category of the shares to be acquired by the split company or its shareholders;
- Where the fractional share to be distributed to the split company or its shareholder is to be paid in cash, the relevant provisions governing the process thereof;
- The rights and obligations of the split company to be succeeded by the existing company or by the new company to be incorporated, and the mattes in connection therewith;
- Where the capital stock of the split company is reduced, the matters in connection with such capital reduction;
- The matters which shall be settled in the cancellation of the shares of the split company; and
- Where the company split-up plan is to be carried out jointly by a company and another company, the resolutions of company split-up to be adopted by both companies shall contain the matters pertaining to such joint splitting arrangement.
The company split-up plan as required in the preceding Paragraph shall be disseminated to all shareholders along with the notice of meeting of shareholders which is convened for a resolution on the approval of the company split-up plan.
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