| Article 32 |
The section on matters of special note shall set forth the important contents of the application (registration statement), including:
1.General conditions of implementation of internal control system: Describing suggestions for improvement of internal control proposed by certified public accountants in the most recent three years and the status of improvement of material defects discovered by internal auditors.
A.Internal control statement.
B.Where a certified public accountant has been hired to carry out a special audit of the internal control system, provide the reason, the audit opinion of the certified public accountant, and the company's corrective actions, and describe how the deficiencies have been corrected.
2.For those who entrust credit rating institutions recognized or approved by the FSC for rating, the rating report issued by such credit rating institutions shall be disclosed.
3.Securities underwriter's evaluation report.
4.Attorney's legal opinion.
5.Collective opinion stated in the case checklist schedule written by the issuer and reviewed by the certified public accountant.
6.The improvement status of the items notified by the FSC to be corrected by the company when the company's report of the previous offering and issuance of securities becomes effective (or the company's application is approved).
7.Items to be supplemented and disclosed as notified by the FSC when the current offering and issuance of securities becomes effective (or the application is approved).
8.The status of any sanctions imposed due to violations of laws or regulations in the most recent two years, and the major deficiencies and status of their improvements, shall be disclosed in accordance with the following principles, in the case of a financial holding company, including its subsidiaries:
A.Disclose any indictment of a responsible person or employee by a prosecutor for an offense related to the occupation.
B.Disclose any fine imposed by the FSC for violation of a law or regulation, severe correction imposed by the FSC for deficiencies, penalties imposed by the FSC in accordance with Article 61-1 of the Banking Act, Article 54 of the Financial Holding Company Act, or Article 51 of the Act Governing Bills Finance Business, or penalties imposed by the company on its internal personnel for violation of the internal control system. Where the results of the penalty may have material impact on shareholder equity or securities prices or meet criteria in Article 2 of the Regulations Governing Public Disclosure by the Financial Supervisory Commission of Material Enforcement Actions for Violations of Financial Legislation, the contents, main deficiencies, and improvement status shall be specified.
C.Disclose any security incident arising from employee infidelity or material contingencies (e.g. fraudulent acquisition, theft, misappropriation, or robbery of assets; forgery of documents or securities; acceptance of a bribe; losses from natural disaster; losses from external causes; hacker attack, data theft, or leak of trade secrets or customer data; or other such material incidents) or failure to faithfully abide by the Directions for Maintenance of Security at Financial Institutions. If actual losses, whether singly or in aggregate, exceed NT$50 million in any given year, disclose the nature and amount of the loss.
D.Other matters that must be disclosed pursuant to FSC designation.
9.The statement or undertakings disclosed in the prospectus by the company at the initial public offering to the stock exchange or OTC market, or in previous report (application) for offering and issuance of securities or the report (application) for offering and issuance of securities in the most recent three years, and the current implementation status.
10.The written undertaking of the subsidiary(ies) for not subscribing the new shares or convertible corporate bonds issued for the current cash capital increase.
11.The major content of any dissenting opinion of any director or supervisor regarding any material resolution passed by the board of directors, where there is a record or written statement of such opinion, for the most recent year up to the date of publication of the prospectus.
12.For the most recent fiscal year or during the current fiscal year up to the date of publication of the prospectus, disclose any penalties imposed in accordance with the law upon the company or its internal personnel and any penalties imposed by the company upon its internal personnel for violations of internal control system provisions. Note the principal deficiencies and describe any efforts to make improvements.
13.Statements issued by securities underwriters, issuers and their directors, supervisors, general manager, financial or accounting officer, and managerial officers involved in the offering and issuance of securities applied for this time, undertaking that they will not refund or collect underwriting related fees.
14.For a case where an issuer carries out cash capital increase or offers equity-related corporate bonds or financial bonds and makes public offering through book building, the statement issued by securities underwriters and issuer undertaking that the bonds will not be sold to related parties or insiders.
15.Other necessary items to be supplemented and explained.
If the issuer, based on the nature of its operations, appoints the experts with professional knowledge and abundant experience in the field of business and finance to make comparison, analysis and issue opinions in connection with the issuer's current operation status and the future development after the current issue of securities, the opinions of the appraisal of such experts shall be disclosed.
Disclosures made under paragraph 1, subparagraph 8, shall comply with the provisions of Article 48, paragraph 2 of the Banking Act in connection with confidentiality of customers' names, identification numbers (uniform numbers), and accounts. |
| Article 33 |
The section on implementation of corporate governance shall include the following information:
1.The state of operations of the board of directors: Number of meetings; attendance rate of each director; an evaluation of targets for strengthening of the functions of the board during the current and immediately preceding fiscal year, and measures taken toward achievement thereof; and any other matters that require reporting. (Attachment 62)
2.The state of operations of the audit committee or the state of participation in board meetings by the supervisors: Number of meetings; rate of attendance (or of attendance as a non-voting participant) of each independent director or supervisor; and any other matters that require reporting. (Attachment 63, Attachment 64)
3.Disclosures required under the Corporate Governance Best-Practice Principles, provided that for disclosures that already have been made on the company's website, it is permissible to simply disclose the website for reference.
4.The state of the company's implementation of corporate governance, any variance of such implementation from the Corporate Governance Best-Practice Principles for TSEC/TPEx Listed Companies, and the reason for any such variance. (Attachment 65)
5. If the company has a compensation committee or nomination committee in place, the composition and operation thereof shall be disclosed. (Attachment 66)
6. The state of the company's performance of sustainable development. Listed companies must explain the deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons (Attachment 67). Companies must disclose climate-related information (Attachment 67-1) while the schedule for the disclosure and verification of greenhouse gas inventory information shall be set by the FSC.
7.The state of the company's performance in the area of ethical corporate management, where a compnay listed on the TWSE or the TPEx shall disclose any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance. (Attachment 68)
8.If the company has adopted corporate governance best-practice principles or related bylaws, disclose how these are to be accessed.
9.A summary of resignations and dismissals, during the most recent fiscal year and up to the prospectus publication date, of the company's chairperson of the board of directors, general manager, chief accounting officer, chief financial officer, chief internal audit officer, and chief corporate governance officer. (Attachment 69)
10.Other significant information that will provide a better understanding of the state of the company's implementation of corporate governance may also be disclosed. |