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Article 12
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(Disclosure of merger and acquisition information)
Other than those required under the Business Mergers and Acquisitions Act or relevant laws and regulations, the Company shall also disclose the following particulars when making the merger and acquisition information publicly available:
- Purpose and conditions of the merger and acquisition, including the reason, consideration conditions and payment schedule of the merger and acquisition
- Types and sources of funds of the consideration
- An opinion by an independent expert on the reasonableness of the share exchange ratio and cash or other assets distributed to the shareholders in the merger and acquisition
- The audit committee’s information about appointment of independent experts, including the reason of the appointment, compensation to be paid and schedule of payment
- Number of meetings held by the audit committee to review this merger and acquisition, verification measures that have been taken, relevant procedures and review outcome
- The audit committee’s determination of reason and basis as to whether the merger and acquisition transaction plan or terms are reasonable and fair
- Number of meetings held by the board of directors to review this merger and acquisition, verification measures that have been taken, relevant procedures and review outcome
- Procedures for a shareholder to exercise their right to request purchase of shares
- Post-merger and acquisition plan:
- Willingness to continue operating the business of the company, and the contents of plans to that effect
- Dissolution; delisting from an exchange (or OTC market); material changes in organization, capital, business plan, financial operations and production; accommodation or utilization of staff and assets critical to the Company; or any other matter of material significance that would affect the company's shareholder equity
- Opinions by external individuals about the merger and acquisition transaction received during the most recent two years, if any, including identity of the external individual, summary of contents, and amount of compensation.
- Other material matters pertaining to the merger and acquisition
The items to be disclosed in the opinion on reasonableness in subparagraphs 2 and 3 of the preceding paragraph are governed by Article 7 and Article 13, paragraph 2 of the Regulations Governing Information to be Published in Public Tender Offer Prospectuses.
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