The Financial Supervisory Commission (hereinafter, the “FSC”) promulgated Articles 9, 11, 14, 22 and 30 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies (hereinafter, the “Regulations”) via the Jin-Guan-Zheng-Fa-1060001296 Directive of February 9, 2017. The amendments are highlighted below:
1. The requirement that in case of consolidation of a parent company and its subsidiary, expert opinion on the reasonableness of the share exchange ratio shall be obtained is removed.
In case of consolidation of a parent company and its fully owned subsidiary whose total outstanding shares or capital is 100% owned by the parent company either directly or indirectly or of subsidiaries whose total outstanding shares or capital is owned by the parent companies directly or indirectly, they are all part of the reorganization of a group and do not involve any share exchange ratio agreement or any act of distributing cash or property to the shareholders. The proviso of Article 22 of the Regulations is added in these amendments and removes the requirement that expert opinion on the reasonableness of the share exchange ratio shall be obtained.
2. The announcement and reporting standards for a publicly offered company with a paid-in-capital exceeding NT$10 billion is eased.
Article 30, Paragraph 1, Subparagraph 4 of the Regulations as amended eased the announcement and reporting standards for larger publicly offered companies when they acquire or dispose of equipment for business use when the trading counterparties are not related parties in order to avoid reducing the materiality reference of information disclosure.