| Article 8 |
The "brief company description" shall include the following items:
1. Date of Incorporation.
2. Addresses and telephone numbers of the head office, branches and factories/plants.
3. Company history: disclosure of status of mergers and acquisitions for the most recent 5 years and up to the date of printing of the prospectus, important expansion of factories/plants, introduction of new products, significant number of shares transfer by or changes of directors, supervisors or the major shareholder who holds more than 10% of the outstanding shares, changes of management control and any other important incidents which are likely to affect investors' interests, and the influence thereof to the company, and if early years' information of the company is critical for understanding the development of the company, such information shall also be disclosed. |
| Article 9 |
The "company organization" shall include the following items:
1. Organization system: setting forth the Company's organizational structure and the business in which each major department engages.
2. Chart of Affiliated Enterprises: setting forth the relationship between the Company and its affiliated enterprises, cross-shareholding ratios, numbers of shares held, and actual investment amounts.
3.General manager, vice general manager, assistant vice general manager, and the manager of each department and branch institution: (Schedule 2)
(1) Name, work experience (educational background), amount and nature of shareholdings: setting forth the names; major work experience (educational background); positions concurrently held with other companies; job commencement date; number of shares held by them, their spouses, minor children, and under the name of other parties; and the acquisition of employee stock option certificates.
(2) For those who are the spouses of or are related to the general manager or vice general manager within the 2nd degree, they shall also set forth their corporate position, name and relationship to the general manager or vice general manager.
4. Directors and Supervisors: (Schedules 3 and 4)
(1) Name, work experience (educational background), amount and nature of shareholdings: setting forth the names; major work experience (educational background); positions concurrently held with this and other companies; appointment date and term; date of initial appointment; number of shares held by them at the time of appointment and those held presently by them, their spouses, minor children, and under the name of other parties, and the possession of professional knowledge. In the case of the representative of a corporate shareholder, the name of the corporate shareholder, and the names of the shareholders who hold more than 10% of the shares of such corporate shareholder, or those who rank in the top 10 in shareholdings, shall be noted.
(2) For those who are the spouses of or are related within the second degree to other managers, the directors or supervisors, they shall also set forth their corporate position, name and relationship to those other managers, the directors or supervisors.
5. Promoters:
(1) For companies established for less than one year, relevant information of promoters whose shareholding percentage is among the top ten of the Company shareholders shall be disclosed as pursuant to the previous subparagraph.
(2) For companies established for less than three years, disclosure shall be made according to the provisions under No. 6 of the ROC Statements of Financial Accounting Standards, where all the important transactions (including property transactions and financing of funds) between the promoters and the Company since incorporation, other than the normal business transactions, shall be disclosed. For property transactions, the nature and location of the transacted item and the method for determining the transaction price shall also be disclosed. For properties purchased from a promoter, if the promoter bought the properties less than two years before selling them out, the promoter's purchasing costs shall also be explained.
6. Remuneration to Directors, Supervisors, General Manager, and Vice General Manager (Schedule 4-1):
(1) Remuneration and transportation allowances paid to each director and supervisor for the most recent fiscal year; if a director concurrently holds a managerial position, his remuneration shall be respectively disclosed pursuant to his titles/positions.
(2) The total sum of the compensation, rewards, special allowance and bonus paid to the general manager and vice general manager for the most recent fiscal year.
(3) For remuneration other than those specified in the above two sub-paragraphs paid to the directors, supervisors, general manager and vice general manager, such as payments relating to provision of car, house/apartment and other exclusive personal expenses, the following information shall be disclosed: name, position, nature and cost of the provided property/asset, the actual or fair-market-value-calculated rental, and any other payments.
"Affiliated enterprise" in subparagraph 2 of the preceding paragraph refers to an affiliated enterprise meeting the requirements in Article 369-1 of the Company Act. |
| Article 10 |
The "capital and shares" shall include the following items:
1. Types of Shares: describing the types of the currently outstanding issued shares of the company. (Schedule 5)
2. Formation of Capital: describing the capital changes of the company for the most recent five years and up to the date of printing of the prospectus. If the paid-in capital has been increased, the prospectus shall note the sources of capital, the approval (effective) date for the current capital increase, the approval letter reference number and the amount. If shares are issued at less than par value, such information shall be prominently indicated. If monetary claims against the company, or technology or commercial goodwill needed by the company, are offset against share payments, such information shall be specified, and the type and amount of such offset shall also be noted. If a private placement, such information shall be prominently indicated, and the targets of private placement during the most recent fiscal year and the period up to the day of printing of the prospectus, and their qualifications, subscription quantities, subscription price, and relationship to the company, shall be disclosed.
(Schedule 6)
3. Status of Recent Dispersal of Shareholding:
(1) structure of shareholders: setting forth statistics of all types of the shareholders and the ratio thereof. (Schedule 7)
(2) status of dispersal of shareholding: setting forth the statistics of number of shareholders for each category of shareholder classified by various number of shares held by the shareholders, and the ratio between the number of the held shares to the total outstanding issued shares. (Schedule 8)
(3) list of major shareholders: setting forth the names, number of owned shares and the shareholding percentage of those who own 5% or more of the total issued shares or whose shareholding percentage is among the top ten of all the shareholders. (Schedule 9)
(4) the status that directors, supervisors and shareholders holding more than 10% of outstanding shares had waived their subscription right to the cash capital increase during the past two years and in the current year. If the subscription to the cash capital increase being waived was subscribed by related person who was designated for such subscription, the name of such related person, its relationship with the company, directors, supervisors and shareholders holding more than 10% of outstanding shares, and the number of the shares thus subscribed shall also be disclosed. (Schedule 10)
(5) the status of changes that directors, supervisors and shareholders holding more than 10% of outstanding shares had transferred and pledged their shares during the past two years and up to the prospectus' publishing date. If the counter party of such transfer or pledge of shares is a related person, the name of such counter party, its relationship with the company, directors, supervisors and shareholders holding more than 10% of outstanding shares, and the number of the shares thus acquired or pledged shall also be disclosed. (Schedule 11)
4. The per share market price, net worth, profit, dividend and relevant information for the past two fiscal years. (Schedule 12)
(1) the highest, lowest and the average market price per share: Setting forth the highest and lowest market price of each year. And calculating each year's average market price based upon each year's actual transaction prices and volume.
(2) net worth per share: Using the number of the outstanding issued shares at year end as the basis to calculate the respective net worth per share (shareholder's equity) before and after the distribution.
(3) earnings per share.
(4) dividend per share: Setting forth the respective cash dividend and stock dividend of each year. If there are any cumulated and unpaid dividends, their amount shall also be disclosed.
(5) price-earnings (P/E) ratio
(6) price-dividend (P/D) ratio
(7) cash dividend yield.
5. Company dividend policy and implementation status: Shall disclose the dividend policy set forth in the company's Articles of Incorporation and status of dividend distributions contemplated (decided) in the current fiscal year.
6. The effect of dividend distributions contemplated for the current fiscal year on company operating performance and earnings per share.
7. Employee bonuses and compensation of directors and supervisors, including:
(1) the percentages or ranges with respect to employee bonuses and director/supervisor compensation, as set forth in the company's articles of incorporation;
(2) where a profit distribution proposal has been approved by the board of directors but not yet passed by shareholders' meeting, the prospectus shall indicate:
(i) the value of any employee cash/stock bonuses and director/supervisor compensation proposals approved by the board of directors;
(ii) the number of shares to be distributed in any employee stock bonus proposal approved by the board of directors, and the size of such distribution as a percentage of capital increase through capitalization of retained earnings; and
(iii) the effect upon imputed earnings per share of any proposed distribution of employee bonuses and director/supervisor compensation.
(3) where a profit distribution proposal has already been passed by shareholders' meeting, the prospectus shall indicate:
(i) the value of any employee cash/stock bonuses and director/supervisor compensation to be distributed pursuant to shareholders' resolution;
(ii) the number of shares to be distributed in any employee stock bonus to be distributed pursuant to shareholder's resolution, and the size of such distribution as a percentage of capital increase through capitalization of retained earnings; and
(iii) the effect upon imputed earnings per share that will result from distribution of the employee bonuses and director/supervisor compensation.
(4) where employee bonuses and director/supervisor compensation are paid out of earnings from the previous fiscal year, the prospectus shall disclose: (i) actual distributions of employee bonuses and director/supervisor compensation at the time of the preceding fiscal year's profit distributions; (ii) the amount of such distributions as set forth in the proposal adopted at the director's meeting; and (iii) the degree of discrepancy between the two.
8. Status of company buyback of corporate stocks: companies shall describe, for the three most recent fiscal years and the period up to the date of printing of the prospectus, the purpose of the application for buyback of corporate stocks, the time period of buying back stocks, the price range for buybacks, the categories, number, and dollar amount of stocks that have already been bought back, the number of stocks that have already been canceled and transferred, the accumulated number of corporate stocks, and the ratio of the accumulated number of corporate stocks to the total number of issued stocks. (Schedule 13) |
| Article 11 |
The description of the status of issue and private placement of "corporate bonds" (including overseas corporate bonds) shall include the following items:
1. For all unredeemed corporate bonds and corporate bonds undergoing private placement, items to be disclosed shall be in accordance with Article 248 of the Company Act. If an SFC-approved or SFC-recognized credit rating institute has been engaged to conduct credit rating thereof, the name of the credit rating institute, the date of the rating and the credit rating result on the corporate bonds shall also be disclosed. If they are attached with conversion, exchange, or subscription rights, the issuance and conversion, exchange, or subscription rules, the possible dilution conditions and influence on shareholders' interests caused by the terms of issuance, and the monetary amount already converted, exchanged, or subscribed up to the prospectus' publishing date shall also be disclosed. (Schedule 14)
2. Corporate bonds maturing within one year: The redemption rules and the monetary amount for the corporate bonds to be matured in one year shall be disclosed.
3. For the issued convertible corporate bonds which are convertible to shares, overseas depositary receipts or any other securities, the issuance date, the conversion price at the time of issue and the conversion method, and the highest and lowest market and conversion price for the past two years and up to the prospectus' publishing date of each convertible corporate bond shall be disclosed respectively. (Schedule 15)
4. For the issued exchangeable corporate bonds, the issue date, the exchanged items, the exchange price at the time of issue, the highest and lowest market price and exchange price and the number of the exchanged items held by the company for the past two years and up to the prospectus' publishing date of each exchangeable corporate bond shall be disclosed respectively. (Schedule 16)
5. If the company adopts the categorical reporting method for the raising and issue of common corporate bonds, relevant information concerning the projected total issue amount, the already issued total amount and the balance amount for the categorical reporting shall be disclosed. (Schedule 17)
6. If the company has already issued corporate bonds with warrants, a separate listing of the issuance date of each corporate bond attached with warrants, the category and number of bonds issued with warrants attached, the restricted subscription time period, the method of fulfilling the agreement, the stock subscription price, the number that have not been subscribed up to the date of the prospectus's printing, and the ratio of the number that have not been subscribed to the total number of issued stocks. (Schedule 18)
7. Status of private placements of corporate bonds in the three most recent fiscal years: Shall disclose the types of corporate bonds; dates and quantities passed by shareholders or board of directors meeting; basis and reasonableness of the setting of price; means of selecting the specified persons (where the offerees have already been arranged, the names of the offerees and the relationship between the offerees and the company shall also be described); the reasons necessitating the private placement; and the status of implementation as of the day of printing of the prospectus. (Schedule 19) |
| Article 12 |
The description of the status of issue and private placement of "preferred shares" shall include the following items:
1. For all outstanding preferred shares and preferred shares undergoing private placement, the par value per share, issue price, the effect of issuance terms on preferred share shareholders' equity, possible conditions of dilution, effect on shareholders' equity, and items provided under Article 157 of the Company Act shall be disclosed. If they are attached with conversion or subscription rights, the issuance and conversion rules or subscription rules (including enjoyment and assumption, after the compulsory conversion of the original preferred shares, of rights and obligations existed on the original preferred shares before conversion, such as dividends that have not yet been distributed) and the monetary amount already converted or subscribed up to the prospectus' publishing date shall also be disclosed. (Schedule 20)
2. For already issued preferred shares attached with warrants, a separate listing of the issuance date of each corporate bond attached with warrants, the category and number of bonds issued with warrants attached, the restricted subscription time period, the method of fulfilling the agreement, the stock subscription price, the number that have not been subscribed up to the date of the prospectus's printing, and the ratio of the number that have not been subscribed to the total number of issued stocks. (Schedule 21)
3. For preferred shares already listed on the stock exchange or traded on an OTC market, the highest and lowest market price of those shares for the past two years and up to the prospectus' printing date shall be set forth.
4. Where a company listed on the stock exchange or traded on an OTC market issues preferred stocks that are not listed or not OTC-traded, the purpose of issuance, the reason for not being listed or OTC-traded, the effect on current shareholders' and investors' interests, and whether there is any plan for applying for listing or OTC trading in the future.
5. Status of private placements of preferred shares in the three most recent fiscal years: Shall disclose the types of preferred shares; dates and quantities passed by the shareholders meeting; basis and reasonableness of the setting of price; means of selecting the specified persons (where the offerees have already been arranged, the names of the offerees and the relationship between the offerees and the company shall also be described); the reasons necessitating the private placement; and the status of implementation as of the day of printing of the prospectus. (Schedule 22) |
| Article 13 |
The description of the status of participation in the issue and private placement of "overseas depositary receipts" shall include the following items: (Schedule 23)
1. For the participated and issued but not yet entirely redeemed overseas depositary receipts and depositary receipts undergoing private placement, the following items shall be noted:
(1) issue date, and place of issue and trading.
(2) total monetary amount issued, the unit issued price and total units issued.
(3) the securities represented by the overseas depositary receipts, as well as their sources and amount.
(4) rights and obligations of the holders of the overseas depositary receipts.
(5) the trustee, the depositary institution, and the custodian institution.
(6) the unredeemed balance amount of the overseas depositary receipts.
(7) the allocation methods on the relevant costs incurred as a result of the issuance and during the effective period.
(8) the important items agreed in the depository and the custodian contracts.
2. The companies who have participated in the issuance of overseas depositary receipts shall set forth the highest and lowest market price of those overseas depositary receipts for the past two years and up to the prospectus' publishing date.
3. Status of private placements of overseas depositary receipts in the three most recent fiscal years: Shall disclose the dates and quantities passed by the shareholders meeting; basis and reasonableness of the setting of price; means of selecting the specified persons (where the offerees have already been arranged, the names of the offerees and the relationship between the offerees and the company shall also be described); the reasons necessitating the private placement; and the status of implementation as of the day of printing of the prospectus. (Schedule 24) |
| Article 14 |
The description of the status of issue and private placement of employee stock option certificates shall include the following items:
1. For employee stock option certificates issued by the Company but not yet mature, the date of the competent authority's approval of the certificates; issue date, number of units issued; ratio of subscribable shares to total issued shares; subscription period, exercise method; period and ratio in which subscription is restricted; number of shares that have been obtained through exercise of subscription rights, NT dollar amount of the shares subscribed, number of shares that have not been subscribed, subscription price per share of the unsubscribed shares, and ratio of the number of unsubscribed shares to the number of issued and outstanding shares up to the date of printing of the prospectus, and effect on shareholders' equity. (Schedule 25)
2. Names and subscription status of managerial officers who have obtained employee stock option certificates and of employees who rank among the top ten in terms of the number of shares to which they have subscription rights through employee stock option certificates acquired, and whose total such subscription rights are NT$30 million or more, cumulative to the date of printing of the prospectus. (Schedule 26)
3. Status of private placements of employee stock option certificates in the three most recent fiscal years: Shall disclose the dates and quantities passed by the shareholders meeting; basis and reasonableness of the setting of price; means of selecting the specified persons (where the offerees have already been arranged, the names of the offerees and the relationship between the offerees and the company shall also be described); the reasons necessitating the private placement; and the status of implementation as of the day of printing of the prospectus. (Schedule 27) |
| Article 15 |
The description of the status of mergers and acquisitions shall include the following particulars:
1. The following particulars shall be disclosed for all merger or acquisition cases not yet consummated:
(1) Content of the merger or acquisition case: shall include the purpose of the merger or acquisition; plan for integration of finances, business, personnel, and information following the merger or acquisition, and anticipated benefits; share conversion rates and the basis upon which they were calculated; proposed schedule for the merger; effect of the merger on net value per share and earnings per share; matters related to the assumption of rights and obligations of the extinguished company (including principles for handling treasury shares and already-issued equity securities); and the basic information of the company to be merged or acquired (including company name, principal lines of business, current products and their uses, or service items).
(2) Implementation status: Analysis of the implementation of the merger or acquisition up to the quarter preceding the printing of the prospectus; for example, if the case has fallen behind schedule, a concrete explanation of the reasons, effects on shareholder equity, and plans for improvements shall be given.
2. The following particulars shall be disclosed for all split plans not yet consummated:
(1) Content of the split plan: the purpose of the split; estimated value of the operations and assets planned to be assigned to the existing company or new company; share conversion rates and the basis upon which they were calculated; the total number and the types and quantities of the shares to be acquired by the split company or its shareholders; matters related to assumption by the existing company or new company of rights and obligations of the split company (including principles for handling treasury shares and already-issued equity securities); matters related to the reduction, if any, in capital of the split company; anticipated benefits of the split.
(2) Implementation status: Analysis of the split plan up to the quarter preceding the printing of the prospectus; for example, if the case has fallen behind schedule, a concrete explanation of the reasons, effects on shareholder equity, and plans for improvements shall be given. |
| Article 16 |
The description of the status of issues of new shares due to acquisition of shares of another company shall include the following particulars:
1. The following particulars shall be disclosed for any uncompleted issue of new shares due to acquisition of shares of another company:
(1) Names, quantities, and counterparts of the acquired shares;
(2) Proposed progress schedule;
(3) share conversion rates and the basis on which they were calculated;
(4) Opinion of an independent professional (e.g. a certified public accountant, lawyer, or securities underwriter) on the reasonableness of the share conversion rates;
(5) conditions and restrictions on future transferal of the acquired shares;
(6) anticipated possible benefits;
(7) If the counterpart of the acquisition of the shares of another company is an affiliated enterprise or related person, the relationship with the affiliated enterprise or related person shall also be specified, as well as the reason for the selection of the affiliated enterprise or related person, and an opinion appraising whether shareholders' equity would be affected;
(8) Share swap cooperation agreement.
2. Implementation status: Analysis up to the quarter preceding the printing of the prospectus; for example, if the case has fallen behind schedule, a concrete explanation of the reasons, effects on shareholder equity, and plans for improvements shall be given. |