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Article 11
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(Instructions on information disclosure)
When a director of the Company has a personal interest in the merger and acquisition transaction, he or she should provide the following particulars to the board of directors that submits information about merger and acquisition to the audit committee for review, and to the audit committee that reviews the merger plan and fairness and reasonableness of the transaction, and specify the following in the reason to convene that board of directors’ meeting and the audit committee’s meeting:
- Names of the director
- Essential contents of the stakes of the director or the juristic person he or she represents, including, without limitation, forms of any actual or contemplated investment in other companies participating in the merger and acquisition, shareholding, transaction price, whether said director participates in the operation of the companies participating in the merger and acquisition, and other conditions of investment, etc.
- Reasons for recusal or non-recusal by the director when the board of directors makes the resolution, including, without limitation, potential profits and losses of the merger and acquisition transaction
When disclosing merger and acquisition information, the Company shall also disclose information described in each subparagraph of the preceding paragraph and the following particulars of any director with a personal stake in the merger and acquisition transaction:
- Circumstances concerning the recusal when the board of directors makes the resolution
- Reasons for consent or dissent to the board resolution of the merger or acquisition
The Company shall report the contents described in the various subparagraphs of the preceding paragraph at a shareholders’ meeting unless pursuant to the Business Mergers and Acquisitions Act, no such meeting is required to be held.
When carrying out a merger and acquisition activity with another company through a public tender offer, the Company shall publish information in accordance with the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company and the provisions of Article 2 herein relating to disclosure of relevant information. The Company may not release information on any equity interest under its control unless and until such publication of information has been made, so as to avoid unusual fluctuation in the price of the stock of the company concerned.
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