| 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 instances of plant expansion, introduction of new products, cases where a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, 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 following risks shall be noted:
1. Risk factors: The prospectus shall analyze and assess the following matters during the most recent fiscal period and up to the date of printing of the prospectus:
(1) the impact upon the company's balance sheet of inflation and changes in interest and exchange rates, and the measures the company plans to adopt in response;
(2) high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future.
(3) future research and development projects, and expenditures expected in connection therewith;
(4) the impact upon the company's financial operations of important policy and legal developments at home and abroad, and the measures the company plans to adopt in response;
(5) the impact on the company's financial operations of developments in science, technology, and industry, and the measures the company plans to adopt in response;
(6) the impact of changes in the company's image upon its crisis management, and the measures the company plans to adopt in response;
(7) the expected benefits and potential risks of any merger or acquisition, and measures to be adopted in response;
(8) the expected benefits and potential risks of any plant expansion, and measures to be adopted in response;
(9) the risks associated with any consolidation of sales or purchasing operations, and measures to be adopted in response;
(10) effect upon and risk to the company if a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and measures to be adopted in response;
(11) effect upon and risk to the company associated with any change in governance personnel or top management, and measures to be adopted in response; and
(12) other important risks and measures to be adopted in response.
2. Litigious and non-litigious matters:
(1) If there has been any substantial impact upon shareholders' equity or prices for the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving the company that was finalized or remained pending during the most recent 2 fiscal years or during the current fiscal year up to the printing date of the prospectus, the prospectus shall disclose the facts in dispute, amount in dispute, commencement date, main parties involved, and current status of the case.
(2) If there has been any substantial impact upon shareholders' equity or prices for the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving a company director, supervisor, general manager, de facto responsible person, or major shareholder with a stake of more than 10 percent, and the matter was finalized or remained pending during the most recent 2 fiscal years or during the current fiscal year up to the printing date of the prospectus, the prospectus shall disclose the information set forth in sub-subparagraph (1) above.
(3) The prospectus shall note the occurrence of any event set forth under Article 157 of the Securities and Exchange Act that involves a company director, supervisor, its general manager, or any major shareholder with a stake of more than 10 percent, provided the event occurred in the most recent 2 fiscal years or during the current fiscal year up to the printing date of the prospectus. The prospectus shall also note how the company is currently handling the matter.
3. If a company director, supervisor, its general manager, or a major shareholder with a stake of more than 10 percent has experienced financial difficulties or lost creditworthiness within the most recent 2 fiscal years or during the current fiscal year up to the printing date of the prospectus, the prospectus shall note the effect on the company's financial status.
4. The prospectus shall note any other important matters. |
| Article 10 |
The section on 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, assistant general manager(s), deputy assistant general manager(s), 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 held through nominees; and the acquisition of employee stock warrants.
(2) For those who are the spouses of or are related to the general manager or assistant general manager within the second degree of kinship, they shall also set forth their corporate position, name and relationship to the general manager or assistant 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 held through nominees, 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 its 10 largest shareholders (and the holding percentage of each) shall be noted. If any of those 10 largest shareholders is a corporate shareholder, the name of the corporate shareholder and the names of its 10 largest shareholders (and the holding percentage of each) shall be noted.
(2) For those who are the spouses of or are related within the second degree of kinship 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 1 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 3 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 2 years before selling them out, the promoter's purchasing costs shall also be explained.
6. Remuneration to directors, supervisors, general manager, and assistant general manager(s) (Schedules 5 and 6):
(1) Remuneration paid to directors, supervisors, the general manger, and assistant general managers during the most recent fiscal year:
(i) The company may opt either to disclose aggregate remuneration information, with the name(s) indicated for each remuneration range, or to disclose the name of each individual and the corresponding remuneration amount.
(ii) If any of the following applies to the company, it shall disclose the remuneration paid to each individual director and supervisor:
(a) A company that has had after-tax deficits in the most recent fiscal year shall disclose the remuneration paid to individual directors and supervisors.
(b) A company that has had an insufficient director shareholding percentage for 3 consecutive months or longer during the most recent fiscal year shall disclose the remuneration of individual directors; one that has had an insufficient supervisor shareholding percentage for 3 consecutive months or more during the most recent fiscal year shall disclose the remuneration of individual supervisors.
(c) A company that has had an average ratio of share pledging by directorsor supervisors in excess of 50 percent in any 3 months during the most recent fiscal year shall disclose the remuneration paid to each individual directoror supervisor having a ratio of pledged shares in excess of 50 percent for each such month.
(2) Compare, describe, and analyze respectively the ratio of total-remuneration-to-net-income for remuneration paid by the company and by all companies on the consolidated financial statements for the most recent 2 fiscal years to company directors, supervisors, general manager, and assistant general manager(s), and describe the policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its linkage to business performance and future risk exposure.
"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 11 |
The section on "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 7)
2. Formation of capital:
(1) A description of the capital changes of the company for the most recent 5 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 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.
(2) If a private placement, such fact shall be prominently indicated, and information shall be furnished on the status of any private placement of common shares during the three most recent fiscal years up to the date of printing of the prospectus, disclosing the date on which the private placement was approved at a shareholders meeting and the amount thus approved; the basis for and reasonableness of the pricing; the manner in which the specified persons were selected (where the offerees have already been arranged, the names of the offerees and relationship between the offerees and the company shall also be described); the reasons why the private placement was necessary; the targets of the private placement, their qualifications, subscription amounts, subscription price, relationship with the company, participation in the operations of the company, actual subscription price, the difference between the actual subscription price and the reference price; the effect of the private placement on shareholders' equity; and for the period from receipt of payment in full to the completion of the related capital allocation plan, the status of use of the capital raised through the private placement of common shares, the implementation progress of the plan, and the realization of the benefits of the plan. (Schedule 8)
3. Status of recent dispersal of shareholding:
(1) shareholder structure: setting forth statistics of all types of the shareholders and the ratio thereof. (Schedule 9)
(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 10)
(3) list of major shareholders: setting forth the names, number of owned shares and the shareholding percentage of those who own 5 percent or more of the total issued shares or whose shareholding percentage is among the top ten of all the shareholders. (Schedule 11)
(4) the status that directors, supervisors and shareholders holding more than 10 percent of outstanding shares had waived their subscription right to the cash capital increase during the past 2 fiscal years and in the current fiscal 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 percent of outstanding shares, and the number of the shares thus subscribed shall also be disclosed. (Schedule 12)
(5) the status of changes that directors, supervisors and shareholders holding more than 10 percent of outstanding shares had transferred and pledged their shares during the past 2 fiscal 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 percent of outstanding shares, and the number of the shares thus acquired or pledged shall also be disclosed. (Schedule 13)
(6) relationship information, if among the 10 largest shareholders any one is a related party, as defined in the Statement of Financial Accounting Standards No. 6, or is the spouse or a relative within the second degree of kinship of another. (Schedule 13-1)
4. The per share market price, net worth, profit, dividend and relevant information for the past 2 fiscal years. (Schedule 14)
(1) the highest, lowest and the average market price per share: Setting forth the highest and lowest market price per share of common stock for each fiscal year. And calculating each fiscal year's average market price based upon each fiscal 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 fiscal 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) the basis for estimating the amount of employee bonuses and director/supervisor compensation, for calculating the number of shares to be distributed as stock bonuses, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
(3) 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. If there is any discrepancy between such a value and the estimated figure for the year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed;
(ii) the value of any employee stock bonus proposal approved by the board of directors, and the size of such value as a percentage of the sum of the current after-tax net income and total employee bonuses; and
(iii) the effect upon imputed earnings per share of any proposed distribution of employee bonuses and director/supervisor compensation.
(4) 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. If there is any discrepancy between such a value and that of the distribution proposal approved by the board of directors, the discrepancy, its cause, and the status of treatment shall be disclosed;
(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.
(5) the actual distribution of employee bonuses and director/supervisor compensation for the previous fiscal year (with an indication of the number, value, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee bonuses and director/supervisor compensation, additionally the discrepancy, cause, and how it is treated.
8. Status of company buyback of corporate stocks: companies shall describe, for the 3 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 15) |
| Article 12 |
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 FSC-approved or FSC-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 16)
2. Corporate bonds maturing within 1 year: The redemption rules and the monetary amount for the corporate bonds to be matured in 1 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 2 fiscal years and up to the prospectus' publishing date of each convertible corporate bond shall be disclosed respectively. (Schedule 17)
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 2 fiscal years and up to the prospectus' publishing date of each exchangeable corporate bond shall be disclosed respectively. (Schedule 18)
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 19)
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 20)
7. Status of any private placement of corporate bonds during the 3 most recent fiscal years up to the date of printing of the prospectus: Shall disclose the types of corporate bonds; the date on which the private placement was approved at a shareholders or board of directors meeting and the amount thus approved; the basis for and reasonableness of the pricing; the manner in which the specified persons were selected (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 why the private placement was necessary; the targets of the private placement, their qualifications, subscription amounts, subscription price, relationship with the company, participation in the operations of the company, actual subscription/conversion price, the difference between the actual subscription/conversion price and the reference price; the effect of the private placement on shareholders' equity; and for the period from receipt of payment in full to the completion of the related capital allocation plan, the status of use of the capital raised through the private placement of corporate bonds, the implementation progress of the plan, and the realization of the benefits of the plan. (Schedule 21) |
| Article 13 |
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 22)
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 23)
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 2 fiscal 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 any private placement of preferred shares during the 3 most recent fiscal years up to the date of printing of the prospectus: Shall disclose the types of preferred shares; the date on which the private placement was approved at a shareholders meeting and the amount thus approved; the basis for and reasonableness of the pricing; the manner in which the specified persons were selected (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 why the private placement was necessary; the targets of the private placement, their qualifications, subscription amounts, subscription price, relationship with the company, participation in the operations of the company, actual subscription price, the difference between the actual subscription price and the reference price; the effect of the private placement on shareholders' equity; and for the period from receipt of payment in full to the completion of the related capital allocation plan, the status of use of the capital raised through the private placement of preferred shares, the implementation progress of the plan, and the realization of the benefits of the plan. (Schedule 24) |
| Article 14 |
The description of the status of participation in the issue and private placement of "overseas depositary receipts" shall include the following items: (Schedule 25)
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 2 fiscal years and up to the prospectus' publishing date.
3. Status of any private placement of overseas depositary receipts during the 3 most recent fiscal years up to the date of printing of the prospectus: Shall disclose the date on which the private placement was approved at a shareholders meeting and the amount thus approved; the basis for and reasonableness of the pricing; the manner in which the specified persons were selected (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 targets of the private placement, their qualifications, subscription amounts, subscription price, relationship with the company, participation in the operations of the company, actual subscription price, the difference between the actual subscription price and the reference price; the effect of the private placement on shareholders' equity; and for the period from receipt of payment in full to the completion of the related capital allocation plan, the status of use of the capital raised through the private placement of overseas depositary receipts, the implementation progress of the plan, and the realization of the benefits of the plan. (Schedule 26) |
| Article 15 |
The description of the status of issue and private placement of employee stock warrants shall include the following items:
1. For employee stock warrants 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 27)
2. Names and subscription status of managerial officers who have obtained employee stock warrants 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 warrants acquired, and whose total such subscription rights are NT$30 million or more, cumulative to the date of printing of the prospectus. (Schedule 28)
3. Status of any private placement of employee stock warrants during the 3 most recent fiscal years up to the date of printing of the prospectus: Shall disclose the date on which the private placement was approved at a shareholders meeting and the amount thus approved; the basis for and reasonableness of the pricing; the manner in which the specified persons were selected (where the offerees have already been arranged, the names of the offerees as entities or individuals and the relationship between the offerees and the company shall also be described); the reasons why the private placement was necessary; the targets of the private placement, their qualifications, subscription amounts, subscription price, relationship with the company, participation in the operations of the company, actual subscription price, the difference between the actual subscription price and the reference price; the effect of the private placement on shareholders' equity; and for the period from receipt of payment in full to the completion of the related capital allocation plan, the status of use of the capital raised through the private placement of employee stock warrants, the implementation progress of the plan, and the realization of the benefits of the plan. (Schedule 29) |
| Article 16 |
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 in process:
(1) purpose of the merger or acquisition;
(2) plan for integration of finances, business, personnel, and information following the merger or acquisition, and anticipated benefits;
(3) share conversion rates and the basis upon which they were calculated;
(4) proposed schedule for the merger;
(5) matters related to the assumption of rights and obligations of the extinguished company (including principles for handling treasury shares and already-issued equity securities);
(6) 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. The following particulars shall be disclosed for all split plans in process:
(1) purpose of the split;
(2) estimated value of the operations and assets planned to be assigned to the existing company or new company;
(3) share conversion rates and the basis upon which they were calculated;
(4) 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). |
| Article 17 |
The following particulars shall be disclosed for any issue of new shares in connection with any acquisition of shares of another company, where still in process:
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. Conditions and restrictions on future transferal of the acquired shares;
5. 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;
6. Share swap cooperation agreement. |