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Amendments to Reporting Procedures for Massive Acquisition of Shares


Odin Hsu/Yi Han Wu

To conform to the principle of the Explicit Delegation, amendment to Article 43-1 of the Securities and Exchange Act was promulgated on April 17, 2019, which expressly authorizes the competent authority to prescribe regulations governing the reporting of acquisition of shares. Based on said authorization, the Financial Supervisory Commission by reference to "Directions for Filing Reports on Acquisition of Shares in Accordance With Article 43-1 Paragraph 1 of the Securities and Exchange Act" ("Directions for Filing Reports"), announced the draft Regulations Governing Filing Reports on Acquisition of Shares in Accordance With Article 43-1 of Paragraph 1 of the Securities and Exchange Act (the "draft Regulations Governing Filing Reports").
 
Compared with the Directions for Filing Reports, the draft Regulations Governing Filing Reports made minor amendments to the current reporting procedures for the acquisition of shares. The main difference is to make it easier for non-public companies to make public announcements. The Directions for Filing Reports requires any public company that acquires more than 10% of the total issued shares of a public company to enter the required information on the Market Observation Post System ("MOPS") to complete the public announcement. On the other hand, if an acquirer is a non-public company, such acquirer shall publish the required information in a newspaper to complete the public announcement, and shall attach one copy of such newspaper when reporting to the competent authority.
 
To enhance the effectiveness of disclosure as well as energy efficiency for carbon footprints reduction, the draft Regulations Governing Filing Reports does not require any acquirer to publish the required information in a newspaper. Under the draft Regulations Governing Filing Reports, if an acquirer is a non-public company, it shall deliver the required information to the company whose shares are acquired within 8 days of the acquisition when its shareholding in such acquired company reach 10% of the total issued shares of the acquired company. To complete the public announcement, the acquired company shall announce such information on MOPS for the acquirer within 2 days after such information is delivered. After that, if there is any change to the reported information, the acquirer shall deliver the changes to the acquired company within 2 days of the occurrence of the event, and the acquired company shall announce such information on MOPS on the same day.
 
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