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Article NO. Content

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Sample Template for XXX Co., Ltd. Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises  CH

Amended Date: 2020.06.03 
Categories: Corporate Governance
Article 10     Any asset transaction, derivative trading, merger, demerger, acquisition, or share transfer between this Corporation and an affiliated enterprise shall be conducted in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies and the procedures for acquisition and disposal of assets prescribed by this Corporation.
    When this Corporation makes an acquisition of securities from or a disposition of securities to an affiliated enterprise, or an acquisition from an unaffiliated enterprise of securities whose underlying is the stock of an affiliated enterprise, it shall,before the date of occurrence, obtain the financial statements of the issuing company for the most recent period, audited and attested or reviewed by a certified public accountant (CPA), for reference in appraising the transaction price. If the amount of the transaction is 20 percent or more of this Corporation's paid-in capital, 10 percent of its total assets, or NT$300 million or more, it shall also, before the date of occurrence, request a CPA to provide an opinion on the reasonableness of the transaction price. If the CPA needs to adopt an expert report, No. 71 Statement of Auditing Standards published by the Accounting Research and Development Foundation shall be followed, except for securities quoted on an active market or as otherwise required by the Financial Supervisory Commission.
    When this Corporation engages in the acquisition of intangible assets or its right-of-use assets or memberships from or their disposition to any of its affiliated enterprises, if the amount of the transaction is 20 percent or more of this Corporation's paid-in capital, 10 percent of its total assets, or NT$300 million or more, it shall, before the date of occurrence, request a CPA to provide an opinion on the reasonableness of the transaction priceand the CPA needs to act in accordance with No. 71 Statement of Auditing Standards published by the Accounting Research and Development Foundation.
    Amount of transaction in the preceding two paragraphs shall be calculated in accordance with Article 31, paragraph 2 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.