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Article 12
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In entering into material financial and business transactions such as acquisition or disposal of assets, engaging in derivatives products transactions, lending funds of the company to any other person, making endorsements or providing guarantees to any other person, a securities firm shall proceed in accordance with the applicable laws and/or regulations. A securities firm shall further establish the operating procedures in relation to these material financial and business transactions and report the same to the shareholders' meeting for its approval so as to protect the interests of the shareholders.
In the event that a securities firm is the target of merger or tender offer, which shall be proceeded with the applicable laws and regulations, the securities firm shall pay attention to the fairness and adequacy of the merger or tender offer plan and the transaction, as well as information disclosure and soundness of the company's financial structure after the merger or tender offer.
A securities firm's staff responsible for matters pertaining to what is described in the preceding paragraph shall be careful about issues of conflict of interest and when they should abstain.
When making investments, a securities firm is advised to consider the corporate governance of the company issuing the underlying investments to set up its rules to be followed when making investments.
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