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Article NO. Content

Title:

XXX Co., Ltd. Self-Regulatory Rules on Disclosure of Merger and Acquisition Information, Template Version  CH

Amended Date: 2020.04.08 
Categories: Corporate Governance
Article 11     (Instructions on information disclosure)
    When disclosing merger and acquisition information, the Company shall also disclose the following particulars of any director with a personal stake in the merger and acquisition transaction:
  1. Names of the director
  2. Essential contents of the stakes of the director or the juristic person it 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.
  3. Reasons for recusal or non-recusal by the director when the board of directors makes the resolution
  4. Circumstances concerning the recusal when the board of directors makes the resolution
  5. 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.