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Laws & Regulations Database of The Republic of China (Taiwan)

Print Time:2024/11/25 06:04
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Chapter Law Content

Chapter IV Merger
Article 16
Except where otherwise provided by the Financial Institution Merger Act, the Business Mergers and Acquisitions Act, or other relevant laws, when an SICE applies for a merger, each company participating in the merger shall comply with the following provisions:
1.The CPA-audited and certified financial report for the most recent period shall show a net worth per share not lower than par value.
2.The company shall not have been sanctioned under Article 103, subparagraphs 2 to 5, of the Act, Article 66, subparagraphs 2 to 4 of the Securities and Exchange Act, or Article 100, paragraph 1, subparagraphs 2 to 4 of the Futures Exchange Act, within the preceding half year. This provision shall not apply, however, when there has been concrete improvement of the circumstances of its violation and it has received approval from the competent authority.
In addition to applying the provisions of the preceding paragraph, a SICE that applies to merge with a SITE shall comply with the provisions regarding application to concurrently operate securities investment trust business as set forth in the Standards Governing the Establishment of Securities Investment Trust Enterprises.
When SICEs apply for merger, or a SICE applies to merge with a SITE, if there is non-compliance with any provision of the two preceding paragraphs, the FSC may grant ad-hoc approval based on an overall consideration of factors such as sound securities market development and the SICE's competitive status.
Article 17
When SICEs merge, or a SICE merges with a SITE, the companies participating in the merger shall publicly announce the content of the resolution and the required content of the merger agreement, and report the relevant information to the FSC, within 2 days from the date of the event.
The date of the event" referred to in the preceding paragraph shall be the earliest date on which a resolution of a board of directors is passed, a merger agreement is signed, or any other act takes place sufficient to confirm the intent to merge.
After information regarding a SICE merger, or the merger of a SICE with a SITE, has been made public, if any objective fact indicates that the merger cannot be consummated, a public announcement shall be made and the related information reported to the FSC within 2 days from the date of occurrence of the fact.
Article 18
When SICEs apply for merger, or a SICE applies to merge with a SITE, an application form shall be completed and submitted with the following documents to the FSC for approval:
1.A record of deliberations on the merger and passage of the relevant resolution at the board of directors' and shareholders' meetings of the participating companies.
2.Merger agreement: in addition to the content required under Article 8, paragraph 2 of the Financial Institution Merger Act, the agreement shall also contain measures to protect customer rights and interests; for a merger of a SICE with a SITE, it shall also contain measures to protect the rights and interests of the SITE's beneficiaries.
3.Evidentiary documents showing announcement (or notification) of the content of the merger resolution and the required clauses of the related contract.
4.Financial reports of the companies participating in the merger, CPA audited and certified, for the preceding 2 fiscal years.
5.Pro forma consolidated balance sheets for the record date of calculation of the share conversion ratio and a CPA audited and certified financial report for the same day for the companies participating in the merger.
6.An opinion statement on the reasonableness of the share exchange ratio in the given merger (including the reasonableness of the methods of evaluation underlying calculation of the share exchange ratio) from an independent expert.
7.Merger plan: set out post-merger adjustments to organizational structure and places of business, post-merger business strategies and policies, projected merger progress and schedule, projected benefits and financial forecast for the next 2 years, the feasibility, necessity, and reasonableness of the plan content, and post-merger measures to protect the rights and interests of existing SICE customers and security investment trust fund beneficiaries.
8.A photocopy of the relevant competent authority's letter of approval (applicable only when the Fair Trade Act requires such approval for a combination of enterprises).
9.A list of shareholders requesting share subscription and their membership capital amounts.
10.Assessment opinion by a lawyer regarding the legality of the merger.
11.A declaration that the application form and attached documents contain no concealment or misrepresentation.
When applying for merger, a SICE may simultaneously apply for issuance of new shares in connection with the merger.
When a SICE applies for a permit to concurrently conduct securities investment trust business, it may simultaneously apply to merge with a SITE, and may simultaneously submit an application to issue new shares due to the merger.
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