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Article 12
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Information to be published with regard to the public tender offeror's business plan for the subject company:
- The goal and plan of the public tender offeror in acquiring the subject company's securities:
- Willingness to continue operating the business of the subject company, and the content of plans to that effect.
- Any plan to transfer the securities of the subject company to another party within one year after acquisition, and the contents of the plan.
- If there is any plan that would lead to any of the following situations after completion of the public tender offer, such plan shall be included:
- Dissolution of the subject company; its delisting from an exchange (or OTC market); material changes in its organization, capital, business plan, financial operations, or production; or any other matter of material significance that would affect the subject company's shareholder equity.
- Any plan for reassignment, retirement, or severance of the subject company's directors, supervisors, managerial officers, or employees.
- If, in addition to the current public tender offer, there is another plan to acquire, obtain, or dispose of securities or material assets of the subject company within one year of the day on which the period of public tender offer expires, the content of the plan shall be disclosed.
If the public tender offeror plans to delist the subject company from the TWSE (or GTSM) market after completion of the public tender offer, the business plan shall at least include the following information:
- To the understanding of the public tender offeror, the future prospects in the industry, and the company value, of the subject company, and its reasons for conducting the public tender offer.
- Indicate whether the public tender offer conditions are fair to the shareholders of the subject company, and the factors taken into consideration.
- Indicate whether the public tender offeror or any of its related parties have in the most recent two years obtained from any outside party any appraisal report regarding the public tender offer conditions. If yes, indicate the content of the appraisal report, the identity of the outside party, the party’s professional qualifications and the compensation that the party received.
- For the period from after the completion of the public tender offer up to the delisting of the subject company from the TWSE (or GTSM) market, indicate any merger or acquisition plan for the subject company, and the method for handling the shares of the non-tendering shareholders, and their taxes payable.
- After the delisting from the TWSE (or GTSM), and any merger or acquisition, of the subject company, any plan for obtaining a new listing on an exchange or over the counter in any domestic or foreign securities exchange market for any related company.
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