Draft Amendments to the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” Announced by the Financial Supervisory Commission

January 2022

Teresa Huang and Jack Hsieh

The Financial Supervisory Commission (hereinafter, the “FSC”) announced the draft amendments to the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” under Jing-Guan-Jheng-Fa-1100364734 Circular on November 8, 2021.  The amendments are highlighted below:

Objectives Explanation Amendments
Enhance the management of the related-party transactions It is additionally stipulated that a public company shall submit relevant materials to the shareholders’ meeting for approval before signing transaction contracts and making payment if the public company or its subsidiary that is not a domestic public company acquires or disposes of assets from a related party with a transaction amount reaching at least 10% of the total asset of the public company.  However, the transactions between a public company and its parent company or subsidiary or between its subsidiaries are not required to be submitted to the shareholders’ meeting for a resolution. Article 15
Enhance quality of the opinions issued by outside experts 1. It is specifically provided that professional appraisers and their appraisal personnel, certified public accountants, lawyers, or securities underwriters issuing appraisal reports or opinions shall, in addition to the relevant statutory operation requirements when undertaking and executing cases, comply with the self-regulatory rules of their respective guilds.  In addition, the relevant language that certified public accountants shall follow the Statement on Auditing Standards is deleted.

2. The wording “auditing” cases is amended as “executing” cases.

Articles 5, 9, 10, and 11
Deregulation on the information disclosure for some transactions engaged by professional investors The public announcement requirements are waived for the professional investors when purchasing overseas government bonds, subscribing to or selling back the index investment securities in primary market. Article 31

The contents of the above-mentioned draft have been made public until January 7, 2022 for public comments.  The FSC will separately promulgate the formal amendments after the public comments are finalized.  For other related information, please refer to the FSC’s public announcement on November 8, 2021.  Link:  https://www.fsc.gov.tw/ch/home.jsp?id=133&parentpath=0,3&mcustomize=lawnotice_view.jsp&dataserno=202111090001&dtable=NoticeLaw