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Article 9-1
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For purchases and sales of goods, professional or technical services provided between this Corporation and a Related Party, the transaction amount of which during a whole year is expected to be five percent of this Corporation’s most recent total consolidated assets or net value of consolidated business income in the most recent year, in addition that the Regulations Governing the Acquisition and Disposal of Assets by Public Companies shall apply, or other than the transactions between this Corporation and its parent company or subsidiary or between its subsidiaries, the following information shall be submitted to the board of directors for approval before the transactions may proceed:
- Items, purpose, necessity, and projected benefits of the transactions.
- The reason for choosing the related party as a trading counterparty.
- The calculation principle of the transaction price and the projected limit of annual transaction value.
- Description of whether transaction terms are consistent with regular commercial terms and that these terms will not damage the company interest or shareholder equity.
- Restrictions on transaction and other important terms and conditions.
The following particulars about the transactions with related parties in the preceding paragraph shall be reported at the next shareholders’ meeting after the end of a year:
- Actual transaction value and terms and conditions.
- Whether the calculation principle of the transaction price approved by the board of directors has been followed.
- Whether the total value is under the limit on annual transaction value approved by the board of directors. If the total amount is above the limit, describe the reason, necessity, and fairness.
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