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Amendments to the "Regulations Governing the Declaration of Acquisition of Shares in Accordance with Paragraph 1, Article 43-1 of the Securities and Exchange Act" announced by the Taiwan Financial Supervisory Commission


Chi Lee/ Peggy Tsai/Li Ya-chung

In response to an recent amendment to Paragraph 1, Article 43-1 and Article 183 of the Securities and Exchange Act on May 10, 2023, the TaiwanFinancial Supervisory Commission revised and published the Regulations Governing the Declaration of Acquisition of Shares in accordance with Paragraph 1, Article 43-1 of the Securities and Exchange Act (the "Regulations") on January 30, 2024, which will take effect on May 10, 2024. The Taiwan Stock Exchange also updated the application forms and relevant appendix on April 15, 2024. Key points of the amendments to the Regulations are:

 
1.     In response to the amendment to Article 43-1 of the Securities and Exchange Act, the threshold for reporting and disclosing substantial shareholding will be lowered from 10% to 5%. (Article 2 of the Regulations)
 
2.     With regard to the way of reporting, the acquirer was requested to report to the competent authority with written hardcopy application in the past; however, considering energy saving and carbon emission reduction, as well as enhancing reporting efficiency, after the amendment, the acquirer is permitted to upload the declaration items to the website of Market Observation Post System ("MOPS") electronically to complete the reporting process. (Articles 6 and 7 of the Regulations)
 
3.     Further, in respect of the matters to be notified to the listing company concerned, the Taiwan Stock Exchange, and the Taipei Exchange, upon the acquirer's uploading of the declaration items to the website of MOPS, the MOPS will in turn forward the declaration items to the aforementioned parties. (Article 9 of the Regulations)
 
4.     In addition, with regard to the matters to be reported to the competent authority in the case where an acquirer acquires more than 10% of the outstanding shares of any public company for the purpose of merger and acquisition in accordance with Paragraph 14, Article 27 of the Business Mergers and Acquisition, the Regulations shall apply mutatis mutandis thereto.
 
The amendments to the Regulations are expected to significantly affect prospective investors' reporting activities. The Taiwan Stock Exchange Corporation and the Taipei Exchange will organize seminars open to the public, and handouts are also available for download from the education section of their websites. If you intend to seek further understanding of the Regulations and the compliance thereof, please feel free to contact us.
 
 
 

 

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