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Enforcement Letter

Organisation: Financial Supervisory Commission
Issue No.: Financial-Supervisory-Securities-Corporate-1050044504 
Issue Date: 2016/11/11
Content:     Order of the Financial Supervisory Commission (FSC)

    Issue date: 11 November 2016
    Issue no.: Financial-Supervisory-Securities-Corporate-1050044504

  1. Pursuant to the proviso to Article 10 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, a public company acquiring or disposing of securities may be exempted from the requirement of obtaining the financial statements of the issuing company for the most recent period, audited or reviewed by a certified public accountant (CPA) and the requirement of additionally engaging a CPA to provide an opinion regarding the reasonableness of the transaction price when the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, prior to the date of occurrence of the transaction, if it fulfills any of the conditions listed below:
    1. Securities acquired through cash contribution in an incorporation by promotion or by public offering in accordance with the Company Act, with the further requirement that the rights represented by the acquired securities be commensurate with the proportion of capital contributed.
    2. Participation in subscription to an issue of securities issued at face value by an issuing company
    3. Participation in subscription to securities issued by a 100 percent owned subsidiary that is carrying out a cash capital increase.
    4. Securities listed and traded on the Taiwan Stock Exchange or the Taipei Exchange or emerging stocks.
    5. Government bonds, or bonds under repurchase or reverse purchase agreements.
    6. Onshore or offshore publicly offered funds.
    7. TWSE or TPEx listed stocks acquired or disposed of in accordance with the TWSE or TPEx rules governing the purchase of listed securities by reverse auction or rules governing the auction of listed securities.
    8. Participation in subscription to shares issued by a public company for a cash capital increase or domestic subscription to corporate bonds (including financial debentures), with the further requirement that the securities acquired are not privately placed securities.
    9. Subscription to a domestic privately placed fund before the establishment of the fund in accordance with Article 11, paragraph 1 of the Securities Investment Trust and Consulting Act, or subscription to or redemption of a domestic privately placed fund, provided that the trust agreement for the fund specifies an investment strategy in which, aside from securities margin transactions and open positions held in securities-related products, the investment scope of the remaining portion is the same as that of a publicly offered fund.
  2. This Order is effective from this day forward. The 19 January 2007 Order No. Financial-Supervisory-Securities-I-09600014631 of the FSC is repealed from this day forward.

    Originals: Post on the public notice boards of the FSC and the Securities and Futures Bureau, FSC
    Copies: Legal Affairs Committee, Executive Yuan; FSC (Department of Legal Affairs and Department of Information Management); FSC Financial Examination Bureau; FSC Banking Bureau; FSC Insurance Bureau; Lex Data Information Inc.; Root International Information Co., Ltd.