| Article 19 |
An issuer that conducts an issuance of new shares for cash, or issuance of new shares in connection with merger, receipt of transfer of shares of another company, or an acquisition or demerger conducted in accordance with related laws is not subject to the restriction set forth in Article 140 of the Company Act prohibiting a stock issue price lower than par value.
An issuer registering an issuance of new shares for cash at below par value shall state its reasons for not using other cash raising methods and the reasonableness thereof, its method for setting the issuing price, and any possible effects on shareholders' equity, and shall submit the report to a shareholders' meeting for approval by resolution in accordance with the Company Act or securities laws and regulations.
An issuer registering an issuance of new shares for cash at below par value shall, after receiving the effective registration from the FSC, using a prominent font, specify in the prospectus and the subscription form the necessity and reasonableness of issuing the new shares at a discount, and the reasons and reasonability for not using other cash raising methods.
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