Download Required Documents and Guidance Notes for Investment

Required Documents and Guidance Notes for
Investment Application by Overseas Chinese and
Foreign Nationals
Published by Investment Commission,
Ministry of Economic Affairs (MOEA), Republic of China (Taiwan)
Effective from November 1st, 2016
Amended on March 1st, 2017
Table of Contents
I
Common and Essential Documents (CEDs)
1. Investor Identifications
CED 1: Foreign, Hong Kong, and Macao juridical persons................................................................................................................ 1
CED 2: Foreign nationals................................................................................................................................................................... 2
CED 3: Hong Kong and Macao Residents......................................................................................................................................... 2
CED 4: Overseas Chinese................................................................................................................................................................. 3
2. Power of Attorney (POA) Certificates
CED 5: Foreign, Hong Kong, and Macao juridical persons with no registered branch in the ROC, or
Natural persons without an Alien Resident Certificate.......................................................................................................... 4
CED 6: Foreign, Hong Kong, and Macao juridical persons with registered branch in the ROC, or
Natural persons with an Alien Resident Certificate............................................................................................................... 5
CED 7: The appointed agent being the transferor or the transferee of equity interests, or
the transferor and the transferee of equity interests appointing a common agent............................................................... 5
3. Identifications and Certifications of the Appointed Agent
CED 8: Certified Public Accountants (CPAs) or Attorneys.................................................................................................................. 6
CED 9: Natural persons residing in the ROC..................................................................................................................................... 6
4. Information of the Invested Enterprises
CED 10: Establishment of new enterprises....................................................................................................................................... 7
CED 11: Investment in existing enterprises....................................................................................................................................... 7
5. Investment Kinds
CED 12: Investment in New Taiwan Dollars....................................................................................................................................... 8
CED 13: Equity contribution by machinery/ equipment/ raw materials for own use…………............................................................ 9
CED 14: Equity contribution by intellectual property rights,
including technical know-how, patent(s), trademark(s), copyright(s), and other intellectual property right(s).................... 10
CED 15: public tender offers for securities of public companies........................................................................................................ 11
6. Critical and Substantial Investment Proposals
CED 16: Investments or reinvestments (including reinvestments made via domestic multi-layer holding structures) exceeding
NT$1.5 billion while the invested enterprise being any of the following:
(1) Top 100 domestic exchange-listed companies or domestic over-the-counter (OTC) companies by market capitalization, or
public companies with equivalent scale
(2) Enterprises operating restricted industries as designated under Statute for Investment by Foreign Nationals, or
enterprises operating special permission industries (e.g. radio, television and satellite broadcasting; financial and
insurance activities; utility or public service industries)
(3) Enterprises operating industries recognized as critical and substantial by the Competent Authority.............................. 13
II
Case-Specific Documents (CSDs) for Respective Investment Applications
Type 1: Initial Investments, Subscription of Shares and Subscription of Capital Contribution
1. Establishment of New Enterprises
CSD 1: Establishment of New Enterprises......................................................................................................................................... 16
2. Investment in Existing Enterprises
CSD 2: Common documents required for investments in existing enterprises.................................................................................. 18
CSD 3: Capital increase by cash....................................................................................................................................................... 19
CSD 4: Acquisition of (or gifted) shares (or capital contribution) from ROC shareholders................................................................. 20
CSD 5: Providing loan(s) to the invested ROC enterprises for a period of one year or more........................................................... 21
CSD 6: Investments resulting from inheritance.................................................................................................................................. 22
CSD 7: Capitalization of retained earnings/ capital reserves..............................................................................................................22
CSD 8: Investments resulting from conversion of creditor's reorganization claim.............................................................................. 23
CSD 9: Investments by monetary credit extended to the company............................................................................................ 23
CSD 10: Investments resulting from merger, consolidation, and acquisition of ROC companies
according to the Business Mergers and Acquisitions Act............................................................................................ 24
CSD 11: Investments resulting from share exchange agreement between the investor and the ROC company according to Article
158, Paragraph 8 of the Company Act, where the ROC company issues new shares as the consideration payable by the
ROC company for its acquisition of the shares of another ROC company (whose shares are held by the investor)......... 27
CSD 12: Investments resulting from cross-border merger, consolidation, and acquisition between ROC and non-ROC companies
according to the Business Mergers and Acquisitions Act............................................................................................ 30
CSD 13: Investments resulting from share exchange agreement between the investor and the ROC company, where the ROC
company issues new shares as the consideration payable by the ROC company for its acquisition of the shares of a
non-ROC company (whose shares are held by the investor)............................................................................................. 32
Type 2: Application for Verification of Investment Amount
CSD 14: Investments paid in inward remittance of foreign currency as capital investments, or as consideration
for acquiring shares (or capital contribution) from ROC shareholders............................................................................... 35
CSD 15: Investments paid in New Taiwan Dollar as capital investments, or as consideration
for acquiring shares (or capital contribution) from ROC shareholders.............................................................................. 37
CSD 16: Investments paid in know-how, patent(s), trademark(s), copyright(s), and other intellectual property right(s)
as capital investments................................................................................................................................................. 37
CSD 17: Investments paid in imported machinery/ equipment/ raw materials for own use, or as capital investments.................... 37
CSD 18: Investments paid in local machinery/ equipment/ raw materials (procured in New Taiwan Dollar) for own use, or
as capital investments................................................................................................................................................. 37
CSD 19: Capital investments made by share exchange agreements, merger, division, or public tender offers................................ 38
CSD 20: Capital investments made by conversion of creditor's reorganization claim........................................................................ 38
CSD 21: Capital investments made by monetary credit extended to the company......................................................................... 39
Type 3: Application for Transfer of Equity Interests
CSD 22: Transferring or gifting equity interests of ROC enterprise to ROC particular persons (non-domestic to domestic)……..… 40
CSD 23: Transferring or gifting equity interests of ROC enterprise to other investors
(non-domestic/ Mainland Investors to non-domestic)………........................................................................................…...42
CSD 24: Transferring or gifting equity interests of ROC enterprise to Mainland Investors
(non-domestic to Mainland Investors)………….............................................................................................……….…….. 44
CSD 25: Transferring equity interests of domestic exchange-listed, over-the-counter ("OTC"), or emerging stock companies
via domestic securities market……………………………………………………………………………………………………... 50
Type 4: Application for Reinvestments by the Invested ROC Enterprises
CSD 26: Reinvested ROC enterprise (second layer domestic company) being the ultimate domestic target company…………… 52
CSD 27: Reinvested ROC enterprise (second layer domestic company) not being the ultimate domestic target company
(reinvesting ultimate domestic target company via domestic multi-layer holding structure)……………………………….. 53
Type 5: Application for Revisions of Investment Plan
CSD28: Capital reduction by cash…..…..…………………………………………………………………………………………………….. 55
CSD29: Capital reduction by payment-in-kind…...………...………………………………………………………………………………… 55
CSD30: Application for change of name or business scope of the invested ROC enterprises…………………………………………. 56
CSD31: Application for change of organizational structure of the invested ROC limited company……………………………………. 56
CSD32: Application for reduction of business items of the invested ROC enterprises………………………………………………….. 57
CSD33: Application for dissolution of the invested ROC enterprises……………………………………………………………………… 58
CSD34: Non-ROC shareholders receiving allocated long-term investment (equity interests of another ROC enterprise)
resulting from the liquidation of the invested ROC enterprises...........................................................................................59
CSD35: Application for change of name of the investor…………………………………………………………………………………… 60
CSD36: Application for assuming equity interests of ROC enterprises resulting from merger/ acquisition outside ROC borders
(e.g. merger, division) according to Statute For Investment By Foreign Nationals............................................................. 61
CSD37: Application for assuming equity interests of ROC enterprises resulting from merger/ acquisition outside ROC borders
(e.g. merger, division) by Mainland Investors according to Measures Governing Investment Permit to the People of
Mainland Area…………………………………………………..……….................................................................................... 62
CSD38: Application for assuming equity interests of ROC enterprises as Mainland Investor resulting from alteration
of non-domestic holding structure.......................................................................................................................................65
CSD39: Application by former foreign institutional investors (FINI) for assuming equity interests of the invested ROC enterprise,
which was previously a domestic exchange-listed, over-the-counter ("OTC"), or emerging stock company, while the
aforestated company has been delisted for one year or more.......................................................................................... 67
CSD40: Application by former foreign institutional investors (FINI) for transferring (and for another investor-applicant, receiving)
equity interests of the invested ROC enterprise, which was previously a domestic exchange-listed, over-the-counter
("OTC"), or emerging stock company, while the aforestated company has been delisted for one year or more................ 68
CSD41: Application by Foreign, Hong Kong, and Macao juridical person who has acquired (according to the Regulations
Governing Investments in Securities by Overseas Chinese and Foreign Nationals) equity interests of a domestic
exchange-listed, over-the-counter ("OTC"), or emerging stock company, while the aforestated juridical person has been
elected as a director or supervisor of the aforestated company........................................................................................... 70
Appendix 1: All foreign language documents must be submitted with a Chinese translation……………………………..………………………71
Appendix 2: Required Contents and Eligibility of “Independent Expert” in “Fairness Opinion Issued by an Independent Expert”
for Investment by Foreign Nationals and Overseas Chinese…………………………………………………………………………. 71
Glossaries…………………………………………………………………………………………………………………………………………………. 73
Highlights and Summaries
st
Effective from November 1 , 2016
st
Amended on March 1 , 2017
Outline of March 1st, 2017 Amendment:
I.
To reduce bureaucratic complexity and administrative cost for investors, the applicability of relevant “Declaration for Qualifications of Foreign
Investor (and its attachment)” has been revised for certain investors:
I. For applications tendered by foreign juridical person investor who is a listed company (or who has a controlling shareholder listed on
securities markets), may attach “Declaration for Qualifications of Foreign Investor Who is a Listed Company or Who Has a Controlling
Shareholder (and its attachments)” from the “Others” section of Foreign Investment Service Area of Investment Commission’s website.
II. After investment approval, foreign juridical person investors are not required to attach relevant Declarations confirming their foreign
investor status for increasing or decreasing capital investment to the originally invested ROC enterprise.
Outline of November 1st, 2016 Enactment:
I. To facilitate the application process of investment by foreign nationals and Overseas Chinese, the Ministry of Economic Affairs (MOEA) has
published “Required Documents and Guidance Notes for Investment Application by Overseas Chinese and Foreign Nationals,”
which lists required documents and its appropriate standards for each type of investment application, in order to assist investors with the
application process.
This publication is sectioned into two chapters:
I. Common and Essential Documents (CEDs), and
II. Case-Specific Documents (CSDs) for Respective Investment Applications
The “I. Common and Essential Documents (CEDs)” section catalogs common required documentations, including investor’s identifications,
Power of Attorney (POA) Certificates, investment kinds and the appropriate standards of these documentations. The “Case-Specific
Documents (CSDs) for Respective Investment Applications” section catalogs each investment application into 5 types, listing all
corresponding documents required and its appropriate standards:
Type 1: Initial Investments, Subscription of Shares and Subscription of Capital Contribution
Type 2: Application for Verification of Investment Amount
Type 3: Application for Transfer of Equity Interests
Type 4: Application for Reinvestments by the Invested ROC Enterprises
Type 5: Application for Revisions of Investment Plan
II. This publication is intended to clarify which documents are needed and in what standard should these documents have for each type of
investment applications. In addition, this publication aims at reassessing and amending previous documentation requirements, in order to
simplify the administrative process and to support investors. The highlights of the key amendments made by this publication are the
following:
1. Investors who are natural persons “with residency” in the ROC or investors who are juridical persons having a registered branch in the
ROC are not required to appoint an agent for tendering investment applications.
2. Reduce regulation on validation process of certain application documents, including the following:
(1) Certificate of Incorporation or Certificate of Registration issued by the investor’s governing authority, and the Opinion of Legal
Counsel issued by attorneys practicing at the investor’s registrant country, requires no further validation.
(2) Power of Attorney (POA) Certificates may be validated solely by notary publics practicing at the investor’s residing/ registrant country.
3. Juridical persons applying for its change of name are not required to attach new Power of Attorney (POA) Certificates in its new name.
4. Detailing preconditions for non-ROC enterprises to be an eligible participant of merger and acquisition:
(1) Enterprises with substantial business operations.
(2) Enterprises which are publicly listed in securities markets outside Mainland Area.
(3) Enterprises belonging to the same corporate group as the ROC company.
5. Expanding recognition for investment kinds paid in by the investors as capital investments:
(1) Investors may, resulting from share exchange agreement in accordance with the Company Act, assume newly issued equity interests
and long-term investments held by other companies as capital investments.
(2) Expanding recognition for investment kinds for capital investments, such as capital investments resulting from public tender offers for
securities of public companies, or made by monetary credit extended to the company.
6. Simplification of required documentations, including the following:
(1) Foreign nationals, when tendering investment applications, may submit a photocopy of Alien Permanent Resident Certificate (APRC)
as investor’s identifications.
(2) Applications for increasing the capital of the invested ROC enterprises from retained earnings and capital reserve are not required to
attach relevant balance sheet, income statement and disposition of net earnings, once the aforestated capital increase has been
registered with the relevant company registration authorities.
(3) Applications for cross-border mergers/ acquisitions are not required to attach financial statements reviewed and certified by an
independent Certified Public Accountant (CPA) if the application includes “Fairness Opinion Issued by an Independent Expert” with all
required contents formulated in accordance with Appendix 2. “Fairness Opinion Issued by an Independent Expert” should include the
following in its content: (a.) the context and purpose of the fairness opinion, (b.) background information (e.g. statement of financial
position, operating business) of both parties of the merger/ acquisition, (c.) valuation description of the merger/ acquisition agreement,
(d.) methods of review adopted during opinion formulation, and (e.) relevant comments and conclusions.
(4) Foreign nationals and Overseas Chinese applying for revisions of investment plan resulting from merger/ acquisition conducted
outside ROC borders are not required to attach transcript of shareholders’ meeting (for juridical person investors) or merger/
acquisition contract between the two parties, if the aforestated merger/ acquisition has been recognized on corresponding
commercial registration documents issued by the governing authorities of the investor’s registrant country. Whereas division
applications are always required to include the division plan.
7. Designate the scope and the required documents for submitting Critical and Substantial Investment Proposals:
(1) Relevant documents of the investment plan: including (a.) comprehensive and specific operational plan, (b.) background information
of the investor, (c.) holding structure, (d.) details of the investor’s shareholders and directors, and (e.) the sources of the investment
capital.
The investors are also required to disclose the following if necessary: including (a.) proofs of investment funding, (b.) agreements of
equity interest acquisition and other related agreements, (c.) evaluation reports of public tender offer price per share (for public tender
offers for securities of public companies), and (d.) information concerning the transaction process (including, but not limited to, capital
and equity interest flows).
(2) Finance-related information for multi-layer holding structure: including (a.) appropriateness of capital amount level of each ROC
enterprise within each layer of the holding structure, (b.) financing issues of each ROC enterprise, and (c.) operational as well as the
financial situation of each ROC enterprise.
The investors are also required to disclose the following if necessary: including (a.) analysis of the investors future solvency and
financial feasibility (including, but not limited to, pro forma financial statements of certain time period), (b.) copies of lending
agreements for commercial bank loans, and (c.) taxation impacts.
(3) Information regarding the protection of workers' rights and interests within the ROC: including (a.) impact of employment, (b.)
fulfillment of legal obligations in accordance with labor regulations, and (c.) commitments to employees’ working conditions.
(4) Information regarding the protection of shareholders’ equity interests of the invested ROC enterprises: including (a.) recusal on
conflict of interest by directors, supervisors and shareholders with effective influence, (b.) responsibilities of prudent administrators,
(c.) duty of loyalty, (d.) disclosure of critical and substantial information of the invested ROC enterprises, and (e.) the protection of
equity interests held by ROC shareholders.
(5) Other requirements as requested by the authorities concerned in accordance with the specificity of the application.
8. Listing other required documents for specific investment applications, including application by Foreign, Hong Kong, and Macao juridical
person who has acquired (according to the Regulations Governing Investments in Securities by Overseas Chinese and Foreign Nationals)
equity interest of a domestic exchange-listed, over-the-counter ("OTC"), or emerging stock company, while the aforestated juridical
person has been elected as a director or supervisor of the aforestated company; or investors applying for recognition of equity interests
after the invested ROC company has been delisted.
Required Documents and Guidance Notes for
Investment Application by Overseas Chinese and Foreign Nationals
st
Effective from November 1 , 2016
This publication is sectioned into two chapters:
I. Common and Essential Documents (CEDs), and
II. Case-Specific Documents (CSDs) of Respective Investment Applications
The “I. Common and Essential Documents (CEDs)” section catalogs common required documentations, including investor’s identifications,
Power of Attorney (POA) Certificates, investment kinds and the appropriate standards of these documentations. The “Case-Specific Documents
(CSDs) of Respective Investment Applications” section catalogs each investment application into 5 types, listing all corresponding
documentations required and the appropriate standards of these documentations:
Type 1: Initial Investments, Subscription of Shares and Subscription of Capital Contribution
Type 2: Application for Verification of Investment Amount
Type 3: Application for Transfer of Equity Interests
Type 4: Application for Reinvestments by the Invested ROC Enterprises
Type 5: Application for Revisions of Investment Plan
All investment applications should contain relevant CEDs and CSDs for investment approval.
I. Common and Essential Documents (CEDs)
1. Investor Identifications
(Investors identified hereafter are referring to foreign, Hong Kong, and Macao juridical persons, as well as foreign nationals and Overseas
Chinese; documents requiring validations are only effective if the aforestated documents are validated within 1 year at the time of
submission)
CEDs
Items
Required Documents
Guidance Notes
CED1
Foreign, Hong
Kong, and Macao
juridical persons
1. Photocopy of the Certificate of
Incorporation or Certificate of
Registration issued by the
juridical person’s registrant
country
2. Declaration for Qualifications
of Foreign Investor and its
attachment (as published on
Investment Commission
website)
1. No validation required. [If necessary, Investment Commission may require
validation by ROC embassies and Missions (or by governing authorities, or
by a court of law, or by notary publics of the investor’s registrant country). If
requested, documents submitted by Hong Kong and Macao juridical persons
are required for validation by ROC embassies and Missions]
2. Investment Commission may require the investor to submit a list of its
directors and shareholders (revealed towards ultimate beneficiaries) and
details of its holding structure. If necessary, Investment Commission may
require the investor to submit a special-purpose auditing report by an
independent ROC Certified Public Accountant (CPA) who is a non-interested
third party confirming that the investor is not a Mainland Investor. Investment
Commission may review the investor’s background at any time after the
approval and may request the investor to submit any related information
thereof.
3. Any individual, juristic person, organization, or other authorities or institution
of the Mainland Area, who has direct and indirect equity contribution to the
investor for over 30%, or having control power over the investor, the
investment application of the aforestated investor should follow the
provisions of the Measures Governing Investment Permit to the People of
Mainland Area, instead of the Statute for Investment by Foreign Nationals.
4. In principle, the investors are required to submit the Declaration for
Qualifications of Foreign Investor in Chinese; if the aforestated Declaration
is not submitted in Chinese, a comprehensive Chinese translation must be
submitted, with the seal/signature of the investor’s agent.
1
CEDs
Items
Required Documents
Guidance Notes
CED 2
Foreign nationals
Certificate of Nationality, or a
photocopy of valid passport, or a
photocopy of ROC Alien
Permanent Resident Certificate
CED 3
Hong Kong and
Macao Residents
1. Photocopy of a permanent
resident identification card
issued by Hong Kong or
Macao
2. Declaration of Hong Kong or
Macao Permanent Resident
Status (as published by the
Investment Commission)
1. The Certificate of Nationality must be validated by ROC embassies and
Missions (or by governing authorities, or by a court of law, or by notary
publics of the investor’s domicile country).
2. Photocopies of valid passport require no validation. If necessary, Investment
Commission may require validation by ROC embassies and Missions (or by
governing authorities, or by a court of law, or by notary publics of the
investor’s domicile country).
3. If necessary, Investment Commission may require the investor to submit a
personal resume/ CV.
1. Declaration of Hong Kong Permanent Resident Status is a declaration
confirming that the investor does not hold any travel document other than a
British national (Overseas) passport or a passport of the Hong Kong Special
Administrative Region (in accordance with Article 4 of the Laws and
Regulations Regarding Hong Kong and Macao Affairs).
2. Declaration of Macao Permanent Resident Status is a declaration
confirming that the investor does not hold a passport of the Macao Special
Administrative Region or a Portuguese passport obtained in Macao before
Portugal ends its sovereignty over Macao (in accordance with Article 4 of
the Laws and Regulations Regarding Hong Kong and Macao Affairs).
3. Declaration of Hong Kong or Macao Permanent Resident Status should be
submitted in accordance with the published version at the Foreign
Investment Service Area on Investment Commission’s official website.
4. If necessary, Investment Commission may require the investor to submit a
photocopy of Mainland Travel Permit for Hong Kong and Macao Residents,
or to submit a personal resume/ CV.
5. Photocopies of permanent resident identification card issued by Hong Kong
or Macao, Declaration of Hong Kong or Macao Permanent Resident Status,
and Mainland Travel Permit for Hong Kong and Macao Residents require no
validation. If necessary, Investment Commission may require validation of
the aforestated documents by ROC embassies and Missions.
2
CEDs
Items
Required Documents
Guidance Notes
CED 4
Overseas Chinese
An original Overseas Chinese
Identity Certificate issued by
Overseas Community Affairs
Council, or a photocopy of valid
ROC passport bearing the
certified endorsement of
Overseas Chinese status
(including personal photograph
and information page, and the
page bearing certified
endorsement), and a photocopy
of the residence certificate or
valid passport issued by place of
Overseas Residence of the
investor
If the investor submits a photocopy of ROC passport bearing the certified
endorsement of Overseas Chinese status, the investor’s Overseas Chinese
status will be jointly reviewed by Overseas Community Affairs Council.
3
2. Power of Attorney (POA) Certificates
CEDs
Items
Required Documents
Guidance Notes
CED 5
Foreign, Hong
Kong, and Macao
juridical persons
with no registered
branch in the ROC,
or natural persons
without an Alien
Resident Certificate
Original Power of Attorney
(POA)
1. The Power of Attorney (POA) must be validated by ROC embassies and
Missions (or by governing authorities, or by a court of law, or by notary
publics of the investor’s registrant/ domicile/ residing country). For Hong
Kong and Macao juridical persons, the Power of Attorney (POA) must be
validated by ROC embassies and Missions.
2. During authorized signatory’s residency within ROC borders, the Power of
Attorney (POA) may be validated by foreign embassies, consulates, or
equivalent institutions of the investor’s registrant or domicile country in the
ROC, or as notarial deeds made by a ROC court of law (or by its notary
publics) in accordance with The Notary Act (for natural persons, as deeds of
attestation in accordance with The Notary Act).
3. There is no specified format for the Power of Attorney (POA); however, it
must include the name of the investor, the name of the investor’s agent, and
specific scopes of authorization. [e.g. (a) investment, (b) increase of
investment, (c) reduction of investment, (d) transfer of equity interests, or (e)
withdrawal of investment (the 5 scopes listed above are for reference only).]
The investor should consider the scope of authorization with discretion and
specify them in details.
4. Power of Attorney (POA) issued by a juridical person should be made in the
name of the juridical person and should bear the authorized signatory’s
signature along with company name, the signatory’s name and the
signatory’s title. Any amendments of authorization (e.g. change of name of
the agent’s firm) should be made by submitting an amended Power of
Attorney (POA).
5. If the investor intends to appoint new agents or the date of expiration of the
original authorization is due, the investor is required to appoint new agents
with written application tendered in advance, containing photocopy of new
4
CEDs
Items
CED 6
Foreign, Hong
Kong, and Macao
juridical persons
with registered
branch in the ROC,
or natural persons
with an ROC Alien
Resident Certificate
CED 7
The appointed
agent being the
transferor or the
transferee of equity
interests, or
the transferor and
the transferee of
equity interests
appointing a
common agent
Required Documents
Guidance Notes
agents’ identifications along with the new Power of Attorney (POA) as
validated by ROC embassies and Missions (or by governing authorities, or
by a court of law, or by notary publics of the investor’s registrant/ domicile/
residing country). If necessary, Investment Commission may require further
documentations containing the investor’s Certificate of Incorporation,
Certificate of Registration, or a full list of directors and shareholders.
Natural persons with ROC Alien Resident Certificate or juridical persons with a
registered branch in the ROC are not required to appoint agents for investment
applications; submission of Power of Attorney (POA) is not compulsory.
1. Juridical persons:
(1) Photocopies of Foreign
Company Recognition Form
(List of Changes to
Recognized Items) and
Branch of Foreign Company
Registration Form
(2) Photocopy of a valid passport
for the investor’s litigious and
non-litigious representatives.
2. Natural persons:
Photocopy of the investor’s
ROC Alien Resident
Certificate
Photocopy of Declaration for
1. The Declaration for Agreement on Authorizing the Agent should contain the
Agreement on Authorizing the
following: (a) details of acquisition (i.e. name of the invested ROC enterprise,
Agent
names of the transferor and the transferee, amount of equity interests
transferred, and transfer price) (b) agreement on appointing a common agent
for the submitted equity transfer application
2. If a common agent is appointed by both the transferor and the transferee of
equity interests, a Declaration for Agreement on Authorizing the Agent should
be issued and signed by both parties.
5
3. Identifications and Certifications of the Appointed Agent
CEDs
Items
Required Documents
Guidance Notes
CED 8
Certified Public
Accountants
(CPAs) or
Attorneys
1. The agent must be a natural person residing in the ROC, and must not be
the People of the Mainland Area as defined by the Act Governing Relations
between the People of the Taiwan Area and the Mainland Area and its
Enforcement Rules. Members of ROC public service, ROC public
educational institutions, ROC state-owned enterprises, and ROC armed
forces must not be appointed as agents.
2. Foreign nationals or Hong Kong/ Macao residents are only eligible for
appointment during the valid time period of residency as recorded on the
ROC Alien Resident Certificate.
CED 9
Natural persons
residing in the
ROC
1. Photocopy of ROC National
Identification Card
2. If the agent is a foreign national
or a Hong Kong/ Macao
resident, a photocopy of the
agent’s ROC Alien Resident
Certificate is required
3. A photocopy of practice license
issued by relevant ROC
professional association
1. Photocopy of ROC National
Identification Card
2. If the agent is a foreign national
or a Hong Kong/ Macao
resident, a photocopy of the
agent’s ROC Alien Resident
Certificate is required
1. The agent must be a natural person residing in the ROC, and must not be
the People of the Mainland Area as defined by the Act Governing Relations
between the People of the Taiwan Area and the Mainland Area and its
Enforcement Rules. Members of ROC public service, ROC public
educational institutions, ROC state-owned enterprises, and ROC armed
forces must not be appointed as agents.
2. Foreign nationals or Hong Kong/ Macao residents are only eligible for
appointment during the valid time period of residency as recorded on the
ROC Alien Resident Certificate.
6
4. Information on the Invested Enterprises
CEDs
Items
Required Documents
Guidance Notes
CED 10
Establishment of new
enterprises
Photocopy of the Reservation of
Company (Business Firm) Name
and Business Scope
CED 11
Investment in
existing
enterprises
1. For companies: a photocopy of
its Corporate Amendment
Registration Card. A close
company (as defined by the
Company Act) must also submit
a photocopy of its Articles of
Incorporation
2. For business firms, a photocopy
of its Business Registration
Certificate
3. For limited partnerships, a
photocopy of its Limited
Partnership Amendment
Registration Card and its limited
partnership agreement
Investors should acquire the Reservation from the Central Region Office, MOEA
when establishing a new company. When establishing a new business firm,
investors should acquire the Reservation from ROC regional authorities (city or
county governments).
1. Investors may substitute photocopy of Corporate Amendment Registration Card
of a ROC Company Limited by Shares with the information listed on Company
Registration Inquiry (information only in Chinese) on Commerce Industrial
Services Portal of Department of Commerce, MOEA. Investment Commission
may require a photocopy of its original Corporate Amendment Registration Card
in accordance with application review requirements.
2. Applications for change of name or business scope of the invested ROC
enterprises (see CSD 30) should attach relevant Reservations.
3. Applications with enterprises operating business items listed in Negative List for
Investment by Overseas Chinese and Foreign Nationals (list of business
activities that are prohibited or restricted for Overseas Chinese or foreign
nationals), or with enterprises operating business items specified by “authorities
in charge of the end enterprise” (e.g. “J3 Publishing Industries”), or having other
particular specificities, may require joint review with “authorities in charge of the
end enterprise” in accordance with legal procedures.
4. Applications with enterprises operating business items including “A101
Agriculture and Horticulture,” “A3 Fisheries,” “A4 Animal Husbandry” or “J3
Publishing Industries,” are required to contain detailed descriptions in the
application form [including location and area of operations, the list of product/
produce/ services and its aspects (e.g. crops, aquaculture produce or
publications), and its intended target consumers/ clients.]
7
5. Investment Kinds
CEDs
Items
Required Documents
Guidance Notes
CED 12
Investment in
New Taiwan
Dollars
If necessary, the Investment Commission may require other documentations in
1. After-tax salary income
received by the investor in the accordance with application review requirements.
ROC: a photocopy of the salary
income tax withholding
certificate
2. After-tax cash dividends and
bonus from investment in ROC
enterprise(s): a photocopy of
the cash dividends and bonus
tax withholding certificate
3. Cash returned from the capital
reduction of invested ROC
enterprise: relevant supporting
documents
4. Proceeds from sale of
securities and/or real property
in the ROC: relevant supporting
documents
5. Gift from natural persons: a
photocopy of a receipt of
payment of gift tax issued by
ROC tax authorities. (non-ROC
donors are required to submit
relevant documents as in CED
12)
8
CEDs
CED 13
Items
Equity
Contribution by
machinery/
equipment/ raw
Required Documents
Guidance Notes
6. Employees’ compensation:
minutes of the shareholders'
meeting of the ROC enterprise
for the applicable year(s) and a
letter of representation issued
by the company (which should
include the year of distribution,
name of the Overseas Chinese
or foreign employee, and the
amount of distribution)
7. Secured loan in New Taiwan
Dollars from a ROC bank:
supporting documents such as
the invested enterprise's
business plan reviewed by a
Certified Public Accountant
(CPA), the final draft of the
lending agreement and other
relevant documents. If the
investor is a foreign juridical
person, the lending agreement
of the Secured loan in New
Taiwan Dollars issued by the
ROC bank must be submitted
1. A list of machinery/ equipment/
raw materials for own use
2. For local machinery/
equipment/ raw material for
1. Machinery/ equipment should, in principle, be new items for own use. The
list of machinery/ equipment/ raw materials for own use should include
machinery/ equipment names, units, quantities, unit prices, and total price.
2. For special requirements, a specific application may be tendered for
9
CEDs
CED 14
Items
Required Documents
Guidance Notes
materials for own
use
own use procured in New
Taiwan Dollars, investors are
required to submit relevant
documents as in CED 12
3. The minutes of board meetings
of the ROC enterprise (in
accordance with Article 266 of
the Company Act) specifically
approving equity contribution
by machinery/ equipment/ raw
materials (not required for
establishment of new
enterprises)
1. For equity contribution by
technical know-how: additional
minutes of the board meeting of
the ROC enterprise (in
accordance with Article 156,
Paragraph 7 of the Company
Act) approving equity
contribution by technical
know-how (not required for
establishment of new
enterprises)
2. For equity contribution by
intellectual property rights other
than technical know-how: the
minutes of board meetings of
investment by used machinery/ equipment, in which a separate price
evaluation report is required.
3. For relevant documents of investment in New Taiwan Dollars, see CED 12.
Equity
contribution by
intellectual
property rights,
including
technical
know-how,
patent(s),
trademark(s),
copyright(s), and
other intellectual
property right(s)
1. Investors applying for equity contribution by technical know-how are required
to submit the minutes of board meetings approving issuance of new shares
after increase of capital of the ROC enterprise (in accordance with Article
266, Paragraph 1 and 2 of the Company Act), as well as minutes of the
board meeting of the ROC enterprises (in accordance with Article 156,
Paragraph 7 of the Company Act) approving equity contribution by technical
know-how.
2. Equity Contribution Agreement should contain the following: the name of the
intellectual property rights, contents and descriptions of the intellectual
property rights, enforcement plan for the equity contribution, proof of
ownership, means of provision and its conditions.
3. Letters of Appraisal should be issued by a local institution or expert qualified
for appraising the value of the intellectual property rights. It should also
include an evaluation based on the aspects of legality, practicability, value,
along with general appraisal, backgrounds/ experiences of the expert,
10
CEDs
CED 15
Items
Public tender
offers for
securities of
public companies
Required Documents
Guidance Notes
the ROC enterprise (in
accordance with Article 266 of
the Company Act) specifically
approving equity contribution
by intellectual property rights
other than technical know-how
(not required for establishment
of new enterprises)
3. Photocopy of Equity
Contribution Agreement signed
by the investor and the ROC
enterprise
4. Letters of Appraisal
5. Statement of Agreement for
equity interest lock-up for at
least two years
6. The invested enterprise's
business plan reviewed by a
Certified Public Accountant
(CPA) (for equity contribution
by intellectual property rights
accounting for more than 30%
of the invested enterprise)
followed by the signature of the expert.
4. The investor is required to submit a Statement of Agreement acknowledging
the equity interests it acquires from the investment should be subjected to a
lock-up period for at least two years
5. The invested enterprise's business plan reviewed by a Certified Public
Accountant (CPA) should contain the following: (a.) background information
of the investment, (b.) future application of funds, (c.) product lines, (d.)
target market segments, (e.) financial feasibility analysis (including pro forma
financial statements for more than five years), and (f.) subsequent impacts
on management power. The Certified Public Accountant (CPA) should
advise opinion of review concerning the appropriateness and practicability of
the business plan.
6. Technical know-how shall be defined as intangible assets, including all
industrial information, methods, or knowledge that is able to improve or
advance the recipient's ability in terms of research and development,
management, production, manufacturing or sales.
For investment applications tendered in accordance with Regulations
Governing Public Tender Offers for Securities of Public Companies, the
consideration paid for public tender offers must be the following: (a.) cash, or
(b.) domestic securities that are either listed on a stock exchange or traded on
an OTC market pursuant to the provisions of the Act, or (c.) specific scope of
11
CEDs
Items
Required Documents
Guidance Notes
foreign securities eligible for consideration (as prescribed by the Financial
Supervisory Commission publication Chin Kuan Cheng San Tzu #0940002713
dated June 22, 2005). The aforestated securities must not be issued by a
Mainland Investor as defined by Measures Governing Investment Permit to the
People of Mainland Area.
12
6. Critical and Substantial Investment Proposals
CEDs
Item
Required Documents
Guidance Notes
CED 16
Investments or
reinvestments
(including
reinvestments
made via domestic
multi-layer holding
structures)
exceeding
NT$1.5 billion
while the invested
enterprise being
any of the
following:
1. Transparency of the investment
plan: including (a.)
comprehensive and specific
operational plan, (b.) investor’s
background information, (c.)
holding structure, (d.) details of
the investor’s shareholders and
directors, and (e.) sources of the
investment capital
1. Documentations specifying the investor’s background information and its
holding structure are required to contain complete structural framework of
the investor and its shareholders, including (but not limited to) (a.) the
registrant country, (b.) name, (c.) director’s nationality, (d.) background
descriptions, (e.) business scopes of every company in each layer of the
holding structure (business scopes should include (a.) main product and
service descriptions, (b.) sales revenues for recent fiscal years, (c.)
employee numbers, (d.) main customer segments, (e.) suppliers, and (f.)
target markets).
(If necessary): (a.) proofs of
investment funding, (b.)
agreements of equity interest
acquisition and other related
agreements, (c.) evaluation
reports of equity interest
acquisition price, and (d.)
information concerning the
transaction process (including,
but not limited to, capital and
equity interest flows)
2. Comprehensive and specific operational plan are required to include (but
not limited to) (a.) future operational objectives, (b.) corporate structure,
(c.) human resources planning, (d.) operational and marketing strategy
planning, (e.) list of cost analyses, (f.) financial plans, (g.) impact of
revenues and earnings of the invested ROC enterprise, (h.) impact of
technical and management planning capability of the invested ROC
enterprise, and (i.) capacity for advancing or improving other related
industries and company developments within the ROC.
2. Financial soundness of
multi-layer holding structure:
including (a.) necessity of using
4. Solvency and financial feasibility analysis must include (but is not limited
to) pro forma financial statements for a five-year period, with the following
contents:
(1) Top 100
domestic
exchange-listed
companies or
domestic
over-the-counter
(OTC) companies
by market
capitalization, or
public companies
with equivalent
scale
(2) Enterprises
3. Information concerning the transaction process must include (but not
limited to) capital and equity interest flow.
13
CEDs
Item
operating
restricted
industries as
designated under
Statute for
Investment by
Foreign Nationals,
or enterprises
operating special
permission
industries (e.g.
radio, television
and satellite
broadcasting;
financial and
insurance
activities; utility or
public service
industries)
(3) Enterprises
operating
industries
recognized as
critical and
substantial by the
Competent
Authority
Required Documents
Guidance Notes
(1) Analysis of financial structure:
(I) Debt-to-equity ratio
(II) Cash on hand
(III) Interest expenditure to net income ratio (including bank loans
and other loans)
(IV) Paid-in capital
(V) Owners’ equity
(VI) Long-term solvency
(VII) Current ratio
(2) Analysis of operational performance:
(I) Sales/ revenue growth rate
(II) Net profit rate
(III) Net income-to-total capital ratio
(IV) Total capital turnover
(V) Net income-to-owners’ equity ratio
(3) Other related information:
(I) Capital expenditure
(II) Depreciation expense
(III) Net profit after tax
(IV) Total tax paid
The aforestated financial statement must be reviewed by a Certified
Public Accountant (CPA) with an opinion of review advising the proposal’s
impact on ROC taxation.
multi-layer holding structure for
investment, (b.) appropriateness
of capital amount level of each
ROC enterprise (within each layer
of the holding structure), (c.)
financing issues of each ROC
enterprise, and (d.) operational
as well as financial situation of
each ROC enterprise
(If necessary): (a.) latest financial
statements reviewed and certified
by a Certified Public Accountant
(CPA), (b.) analysis of the
investor’s future solvency and
financial feasibility (including, but
not limited to, pro forma financial
statements of certain time
period), (c.) copies of lending
agreements for commercial bank
loans, and (d.) taxation impacts
3. Protection of workers' rights and
interests within the ROC:
including (a.) impact of
employment, (b.) fulfillment of
legal obligations in accordance
with labor regulations, (c.)
14
CEDs
Item
Required Documents
Guidance Notes
commitments to employees’
working conditions
4. Information regarding the
protection of shareholders’ equity
interests of the invested ROC
enterprises: including (a.) recusal
on conflict of interest by directors,
supervisors, shareholders with
effective influence, (b.)
responsibilities of prudent
administrators, (c.) duty of loyalty,
(d.) disclosure of critical and
substantial information of the
invested ROC enterprises, (e.)
the protection of equity interests
held by ROC shareholders
5. Other requirements as requested
by the authorities concerned in
accordance with the specificity of
the application
15
II. Case-Specific Documents (CSDs) for Respective Investment Applications
(The following are required documents for respective investment applications in general. If necessary, Investment Commission may require other
related documentations in accordance with application review requirements)
Type 1: Initial Investments, Subscription of Shares and Subscription of Capital Contribution
1. Establishment of New Enterprises
CSDs
Item
Required Documents
Guidance Notes
CSD 1
Establishment of
New Enterprises
1. Application Form A
(1 original and 1 photocopy)
2. Investor identification and its
Chinese translation
(1 copy each)
3. Power of Attorney (POA)
certificates and its Chinese
translation
(1 copy each)
4. Identification and certifications of
the appointed agent
(1 photocopy)
5. Reservation of Company
(Business Firm) Name and
Business Scope
(1 photocopy)
6. Applications jointly tendered with
“providing loan(s) to invested
enterprises for a period of one
1. Details of the required documents are listed in I. Common and Essential
Documents (CEDs) section.
2. Investment applications tendered without appointed agents by natural
persons with ROC Alien Resident Certificate (or juridical persons with a
registered branch in the ROC) are not required to submit Power of
Attorney (POA) certificates. Natural person investors are required to
submit a photocopy of ROC Alien Resident Certificate. Juridical person
investors are required to submit photocopies of the following: (a.) Foreign
Company Recognition Form (List of Changes to Recognized Items), (b.)
Branch of Foreign Company Registration Form, and (c.) valid passport for
the investor’s litigious and non-litigious representatives.
3. Applications with corresponding investment kinds are required to submit
relevant documents listed from CED 12 to CED 15.
4. Critical and substantial investment proposals are required to contain
relevant documents listed in CED 16.
5. The loan financing plan and the contract (for applications jointly tendered
with “providing loan(s) to invested enterprises for a period of one year or
more) should include:
(1) Names and addresses of the borrower and the lender
16
CSDs
Item
Required Documents
year or more (CSD 5)”
(1.) Loan financing plan (with
the invested ROC
enterprise’s corporate seal
and the seal of the
responsible person)
(2.) Loan financing contract
(1 photocopy)
Guidance Notes
(2) Amount of loan
(3) Interest rate
(4) Term of loan
(5) Repayment plan
(6) Proposed repayments (and its funding)
(7) Description of the collateral, if any.
6. After approval for applications jointly tendered with “providing loan(s) to
invested enterprises for a period of one year or more (CSD 5),” investors
may not apply for verification of investment amount in loan before
applying for verification of investment amount in capital.
17
2.
Investment in Existing Enterprises
CSDs
Items
Required Documents
CSD 2
Common
1. Application Form A or Form B
documents required
(1 original and 1 photocopy)
for investments in
2. Investor identification and its
existing enterprises
Chinese translation
(1 copy each, for initial
investments)
3. Power of Attorney (POA)
certificates and its Chinese
translation along with
identifications and certifications
of the appointed agent
[1 copy each, not required if
already submitted, and if the
application tendered by the
agent is within authorized scope
of the original Power of Attorney
(POA) issued by the investor]
4. Information of the invested
enterprise
5. Declaration for Qualifications of
Foreign Investor and its
attachment (for juridical person
investors) (not required for
investors increasing or
decreasing capital investments)
Guidance Notes
1. Details of the required documents are listed in Common and Essential
Documents (CEDs) section.
2. Investment applications tendered without appointed agents by natural
persons with ROC Alien Resident Certificate (or juridical person with a
registered branch in the ROC) are not required to submit Power of
Attorney (POA) certificates. Natural person investors are required to
submit photocopy of ROC Alien Resident Certificate. Juridical person
investors are required to submit photocopies of the following: (a.) Foreign
Company Recognition Form (List of Changes to Recognized Items), (b.)
Branch of Foreign Company Registration Form, and (c.) valid passport for
the investor’s litigious and non-litigious representatives.
18
CSDs
Items
Required Documents
Guidance Notes
CSD 3
Capital increase by
cash
A. Common documents (CSD 2)
B. Other documents:
1. The invested ROC enterprise
being a Company Limited by
Shares:
(1) Minutes of the shareholders
meeting approving an
increase of the company’s
total amount of the capital
stock (not required if the
capital increase does not
exceed the original
registered capital)
(2) Minutes of the board
meeting approving the
issuance of new shares in
accordance with Article 266
of the Company Act
2. The invested ROC enterprise
being a Limited Company (or
others):
(1) Sole Proprietorship: a
photocopy of the contract
entered between the parties
(2) Partnership: a photocopy of
the letter of consent signed
by the partners
(3) Limited Company: a
photocopy of the letter of
consent signed by all
shareholder(s) approving
the increase of capital
1. If the invested ROC enterprise is a company limited by shares, and the
increase of its total amount of the capital stock does not exceed the
original registered capital, the investors are only required to submit the
minutes of the board meeting.
2. Investors subscribing privately placed shares for capital increase from
domestic exchange-listed, over-the-counter (“OTC”), or emerging stock
companies (with single subscription accounted for more than 10% of its
total equity after capital increase) are required to submit (a.) minutes of
the shareholders meeting of the invested ROC enterprise approving
privately placed share subscription, and (b.) the ensuing minutes of the
board meeting approving the issuance of the privately placed shares in
accordance with Article 266 of the Company Act. If necessary, Investment
commission may require “Fairness Opinion Issued by an Independent
Expert” (formulated in accordance with Appendix 2).
3. Applications with corresponding investment kinds are required to submit
relevant documents listed from CED 12 to CED 15.
4. Critical and substantial investment proposals are required to contain
relevant documents listed in CED 16.
19
CSDs
Items
Required Documents
Guidance Notes
CSD 4
Acquisition of (or
gifted) shares ( or
capital contribution)
from ROC
shareholders
A. Common documents (CSD 2)
B: Other documents:
1. Company Limited by Shares: fill
in entries in the Table of
Transfer (Gifting) for Equity
Interests of ROC Shareholders
(as in relevant application
forms). For close companies
(as defined by the Company
Act), a table listing all
shareholders (dated, with the
corporate seal and the seal of
the company's responsible
person), as well as relevant
documentations in accordance
with the close company’s
Articles of Incorporation
2. Limited Company: photocopy of
the Letter of Consent for
transfer of capital contribution
3. Business Firms: a photocopy of
the contract entered between
the parties for Sole
Proprietorship. A photocopy of
the letter of consent signed by
the partners for Partnerships
4. Photocopy of proof of duty
payment for gift tax or proof of
1. Letter of Consent for capital contribution transfer issued by Limited
Companies is required to be signed by at least one-half of the
shareholders. If the transferor of capital contribution is a director, the Letter
of Consent is required to be signed by all shareholders (with the corporate
seal and the seal of the company's responsible person).
2. Applications with corresponding investment kinds are required to submit
relevant documents listed from CED 12 to CED 15.
3. Critical and substantial investment proposals are required to contain
relevant documents listed in CED 16.
4. For public tender offer for securities of public companies, a copy of the
public tender offer prospectus reported to the Securities and Futures
Bureau of Financial Supervisory Commission must be submitted.
20
CSDs
CSD 5
Items
Providing loan(s) to
the invested ROC
enterprises for a
period of one year
or more
Required Documents
Guidance Notes
tax exemption for gift tax
(required for investors who are
donees of gifted equity
interests)
5. Declaration for Agreement on
Authorizing the Agent (CED 7)
(transferor of equity interests
being the appointed agent)
6. Photocopies of the invested
enterprise’s balance sheet and
income statement for the most
recent accounting period (with
the corporate seal and the seal
of the company's responsible
person) (required if transfer
price is lower than face value)
7. Photocopy of the equity transfer
agreement (required if
necessary)
A. Common documents (CSD 2)
1. The loan financing plan and the contract should include:
B. Other documents:
(1) Names and addresses of the borrower and the lender
1. Loan financing plan (with the
(2) Amount of loan
invested ROC enterprise’s
(3) Interest rate
corporate seal and the seal of
(4) Term of loan
the responsible person)
(5) Repayment plan
2. Loan financing contract
(6) Proposed repayments (and its funding)
(7) Description of the collateral, if any
2. Investors who are not shareholders of the invested ROC enterprise, and
21
CSDs
Items
Required Documents
Guidance Notes
who tendered joint investment application with “providing loan(s) to
invested enterprises for a period of one year or more,” may not apply for
verification of investment amount in loan prior to applying for verification of
investment amount in capital.
CSD 6
Investments
resulting from
inheritance
CSD 7
Capitalization of
retained earnings/
capital reserve
A. Common documents (CSD 2)
B. Other documents:
1. Family tree diagram
2. Inheritance distribution
diagram
3. Photocopy of death certificate
4. (a.) Proof of duty payment, or
(b.) consent to transfer
certificate, or (c.) tax
exemption certificate, or (d.)
exclusion from gross estate
certificate, as issued by ROC
taxation authorities
A. Common documents (CSD 2)
B. Other documents:
1. Minutes of the shareholders’
meetings of the relevant
year(s)
2. Balance sheet, income
statement, and the list of
appropriation of retained
earnings of the relevant
year(s) [applications for
The family tree diagram and the inheritance distribution diagram are required
to be signed by all heirs and heiresses and are required to be validated by
ROC embassies and Missions. In the absence of ROC embassies and
Missions, the aforestated documents may be validated by the governing
authority, or by a court of law, or by notary publics of the investor’s domicile/
residing country. During the heirs’ and heiresses’ residency within ROC
borders, the aforestated documents may be validated by foreign embassies,
consulates, or equivalent institutions of the investor’s domicile country in the
ROC, or as notarial deeds made by a ROC court of law (or by its notary
publics) in accordance with The Notary Act.
1. Investors whose investment has been approved by Investment
Commission, and whose equity interests in the invested ROC enterprise
have increased due to the aforestated enterprise’s capitalization of
retained earnings/ capital reserve, may tender application afterwards.
2. Investors whose invested ROC enterprise has completed registration of
capital amount increase to the relevant registration authority are not
required to submit balance sheet, income statement, and the list of
appropriation of retained earnings of the relevant year(s) (required if
regarded necessary by Investment Commission), but are required to
submit photocopy of the ROC enterprise’s Corporate Amendment
22
CSDs
Items
Required Documents
Guidance Notes
capitalization of capital reserve
only require balance sheet of
the relevant year(s).]
CSD 8
Investments
resulting from
conversion of
creditor's
reorganization
claim
CSD 9
Investments by
monetary credit
extended to the
company
Registration Card (registering capital amount increase from capitalization
of retained earnings or capital reserve).
A. Common documents (CSD 2)
B. Other documents:
1. Most recent semi-annual or
annual financial reports
reviewed and/or certified by a
Certified Public Accountant
(CPA)
2. The reorganization plan
3. Minutes of stakeholders'
meeting
4. Court ruling approving the
reorganization or relevant
documents
A. Common documents (CSD 2)
1. Investors applying for equity contribution by monetary credit extended to
B. Other documents:
the company are required to submit the minutes of board meetings
1. Minutes of the board meeting
approving issuance of new shares after increase of capital of the ROC
of the invested ROC enterprise
enterprise (in accordance with Article 266, Paragraph 1 and 2 of the
(in accordance with Article
Company Act), as well as minutes of the board meeting of the ROC
156, Paragraph 7 of the
enterprise (in accordance with Article 156, Paragraph 7 of the Company
Company Act) specifically
Act) approving equity contribution by monetary credit extended to the
approving equity capital
contribution by shareholders in
company.
the form of monetary credit
2. The “Agree-Upon Procedure Audit” is required to contain the following: (a.)
extended to the company
the origin/ date/ amount of the monetary credit [stating whether the
2. An “Agree-Upon Procedure
monetary credit is originated from providing loan(s) to invested enterprises
Audit” issued by a Certified
23
CSDs
CSD 10
Items
Required Documents
Guidance Notes
Investments
resulting from
merger,
consolidation, and
acquisition of ROC
companies
Public Accountant (CPA) in
for one year or more], (b.) the remaining monetary credit held, and (c.) the
accordance with ROC
amount of monetary credit substituted as share equity. The “Agree-Upon
Statements of Auditing
Procedure Audit” is required to obtain consent from the creditor.
Standards
3. The “Agree-Upon Procedure Audit” is required to be issued after the board
3. Investors substitute convertible
meeting of the ROC enterprise’s approval of equity contribution by
corporate bonds into shares
monetary credit extended to the company.
are required to submit letters
4. Investors whose investment application has been approved by Investment
of reference issued by the
authority in charge of
Commission, and whose application was to provide loan(s) to invested
securities affairs (which
ROC enterprise for one year or more, may substitute “Agree-Upon
approves the invested ROC
Procedure Audit” with balance sheet (with information of the lender) and
enterprise of issuing
the original loan financing contract (both with the invested ROC
convertible corporate bonds).
enterprise’s corporate seal and the seal of the responsible person) as
Investors are also required to
issued by the invested ROC enterprise, provided that the loan financing
submit proof of holding the
contract has been fulfilled for a term of one year (or less than one year).
aforestated convertible
corporate bonds and are not
5. Investors who have provided loan(s) to the invested ROC enterprise for
required to submit the
one year or more without prior application in accordance with Statute for
aforestated 1. Minutes of the
Investment by Foreign Nationals, may not apply to substitute the monetary
board meeting and 2.
credits extended to the company [as caused by the provision of the
Agree-Upon Procedure Audit
aforestated loan(s)] into equity contribution for shares.
6. Investors may not apply investment in the form of monetary credit
extended to the company if the investors are not using monetary credit
extended to the company as equity contribution for shares, or if the
investors are using monetary credit for acquiring issued shares.
A. Common documents (CSD 2)
1. Investors are required to submit 1 original and 3 photocopies of all the
B. Other documents:
required documents (including the application form and its attachments)
1. Merger/ Acquisition Plan
2. Resolution from shareholders’ meeting: for ROC enterprises, if applicable
2. Minutes of the shareholders’
laws and regulations require only resolution of the board meeting, or if the
meetings from both parties of
duties and functions of the shareholders' meeting are performed and
the merger/ acquisition. The
24
CSDs
Items
according to the
Business Mergers
and Acquisitions
Act
Required Documents
Guidance Notes
party issuing new shares
exercised by the board meeting, the resolutions adopted at the board
resulting from the merger/
meeting should be provided.
acquisition is required to submit
3. Merger/ Acquisition Plan (documented on A4 papers) is required to
the minutes of the board
contain the following: (1) name of the investors, (2) method of the
meeting approving the issuance
merger/acquisition, (3) terms and conditions of the merger/acquisition, (4)
of new shares after the increase
resolution adopted at the shareholders' meeting or other applicable
of capital of the ROC enterprise
procedures required by law, (5) benefits of the merger/acquisition (which
(in accordance with Article 266,
of the Company Act)
should meet the goals of facilitating reorganization or improving
3. Merger/ Acquisition Contract (in
operational efficiency), (6) paid-in capital and business scope of the ROC
accordance with Business
enterprise after the merger/acquisition (ROC enterprises and its
Mergers and Acquisitions Act,
reinvested ROC enterprises operating any business items listed as
the Company Act and other
restricted or prohibited will be subject to relevant regulations. If the
relevant laws):
business scope is to be expanded as a result of the merger or acquisition,
(1) Merger Agreement
a photocopy of the Reservation Form of Company Name and Business
(1 photocopy); or
(2) Share Exchange Agreement
Scope is also required), (7) comparison chart showing the shares acquired
(1 photocopy); or
by the Overseas Chinese or foreign national investors before and after the
(3) Division Plan (1 photocopy);
merger/acquisition, (8) plans for reinvestments within and outside ROC
or
borders (including reinvestments in Mainland Area) (for transfer of
(4) General Assumption and
reinvested ROC enterprises resulting from merger/ acquisition, investors
Transfer Agreement (1
are required to tender application jointly) (for transfer of reinvested
photocopy)
enterprises outside ROC borders, investors are required to tender
4. Fairness Opinion Issued by an
Independent Expert (formulated
application separately in accordance with relevant regulations), (9) if the
in accordance with Appendix
counterparty of the merger/ acquisition or share exchange is an affiliate or
2) (not required if neither parties
a related party, investors are required to submit a description detailing the
of the merger/ acquisition are
relationship with such affiliate or related party, as well as the reason and
ROC public companies)
necessity for the selection of such affiliate or related party for merger/
5. Financial statements from both
acquisition, along with subsequent impacts on shareholders' rights, (10)
parties of the merger/
the application should be tendered jointly by the Overseas Chinese or
acquisition (not required if
25
CSDs
Items
Required Documents
either party is a ROC public
company)
Guidance Notes
foreign investor(s) participating the merger/ acquisition.
4. If either party of the merger/ acquisition is a ROC public company,
investors are required to submit Fairness Opinion Issued by an
Independent Expert and are not required to submit financial reports from
both parties of the merger/ acquisition. If necessary, Investment
Commission may require both parties of the merger/ acquisition to submit
most recent financial reports reviewed and/or certified by a Certified Public
Accountant (CPA), or to submit pro forma financial reports on the
reference date of the merger/ acquisition. Detailed information on the
qualification of the “expert” and on the required contents of the Fairness
Opinion Issued by an Independent Expert are published in Appendix 2.
5. If neither party of the merger/ acquisition is ROC public companies,
investors may substitute Fairness Opinion Issued by an Independent
Expert with financial reports of both parties of the merger/ acquisition
reviewed by a Certified Public Accountant (CPA) on the evaluation date of
the merger/ acquisition; the evaluation date should be in accordance with
the date on which evaluation of the merger/ acquisition value is performed,
as listed on the Merger/ Acquisition Contract (for ROC enterprises with
paid-in capital over NT$30 million, a Certified Public Accountant’s (CPA’s)
audit report is required).
In the absence of an evaluation date on which the evaluation of merger/
acquisition value is performed, investors may substitute the aforestated
financial reports with most recent financial reports of both parties of the
merger/ acquisition, which are reviewed by a Certified Public Accountant
(CPA) at the same period.
In the absence of a “most recent financial reports of both parties of the
merger/ acquisition reviewed by a Certified Public Accountant (CPA) at the
same period,” investors are required to submit an “Agree-Upon Procedure
26
CSDs
CSD 11
Items
Investments
resulting from
share exchange
agreement
between the
investor and the
ROC company
Required Documents
Guidance Notes
A. Common documents (CSD 2)
B. Other documents:
(1) Minutes of shareholders’
meeting (in accordance with
Article 156, Paragraph 8 of the
Company Act) and minutes of
Audit (formulated in accordance with ROC Statements of Auditing
Standards)” issued by a Certified Public Accountant (CPA), which reviews
the balance sheets from both parties of the merger/ acquisition on the date
prior to the reference date of the merger/ acquisition.
For division applications, the “financial reports of the company being
divided” as submitted by the investors are required to contain financial
information concerning the divided “independently operated business.”
If the “financial reports of the company being divided” (as submitted by the
investors) is absent of financial information concerning the divided
“independently operated business,” the investors are required to submit
an “Agree-Upon Procedure Audit (formulated in accordance with ROC
Statements of Auditing Standards)” issued by a Certified Public
Accountant (CPA), which reviews the balance sheets from the divided
“independently operated business” and from the surviving transferee
company (excluding newly incorporated company resulting from division)
on the date prior to the reference date of the division.
Investors are required to submit a Declaration stating neither party of the
merger/ acquisition is public companies (if necessary, Investment
Commission may require Fairness Opinion Issued by an Independent
Expert).
6. Critical and substantial investment proposals are required to contain
relevant documents listed in CED 16.
1. Investors are required to submit 1 original and 3 photocopies of all the
required documents (including the application form and its attachments)
2. If the capital increase does not exceed the original registered capital,
investors are not required to submit minutes of shareholders’ meeting.
3. Share exchange shall be defined in accordance with Article 156,
Paragraph 8 of the Company Act, that “after its incorporation, the company
27
CSDs
Items
according to Article
158, Paragraph 8
of the Company
Act, where the
ROC company
issues new shares
as the
consideration
payable by the
ROC company for
its acquisition of the
shares of another
ROC company
(whose shares are
held by the
investor)
Required Documents
(2)
(3)
(4)
(5)
the board meeting (in
accordance with 266 of the
Company Act)
Share Exchange Plan
Share Exchange Contract (1
photocopy) (as signed by ROC
company issuing new shares
and by the counterparty of the
share exchange. The contract
is required to be formulated in
accordance with the Company
Act and relevant laws)
Fairness Opinion Issued by an
Independent Expert
(formulated in accordance with
Appendix 2) (not required if
neither parties of the merger/
acquisition are ROC public
companies)
Financial statements from both
the transferred and the
transferee companies of the
share exchange (not required
if either party is a ROC public
company)
Guidance Notes
may…issue new shares as the consideration payable by the company for
its acquisition of the shares of another company.” As prescribed by the
Department of Commerce, MOEA publication Jing Shang Tzu
#09402405770 dated March 23, 2005, the aforestated “shares of another
company” in accordance with Article 156, Paragraph 8 of the Company
Act shall be defined as the following:
(1) Existing shares of another company
(2) Newly issued shares of another company
(3) Long-Term investment held by another company.
In accordance with the aforestated publication, “CSD 11” is referred to the
following:
(1) The ROC company issues new shares as the consideration payable
by the ROC company for its acquisition of the shares of another ROC
company (as held by the investor).
(2) The ROC company issues new shares as the consideration payable
by the ROC company for its acquisition of the investor’s long-term
investment (equity interests of another ROC company held by the
investor).
4. Share Exchange Plan is required to be formulated in accordance with
“Merger/ Acquisition Plan” as contained in guidance note 3 listed in CSD
10.
5. If either the transferred company or the transferee company of the share
exchange is a ROC public company, investors are required to submit
Fairness Opinion Issued by an Independent Expert and are not required to
submit financial statements of the transferred company and the transferee
company. If necessary, Investment Commission may require both the
transferred company and the transferee company to submit most recent
financial reports reviewed and/or certified by a Certified Public Accountant
28
CSDs
Items
Required Documents
Guidance Notes
(CPA), or to submit pro forma financial reports on the reference date of the
share exchange. Detailed information on the qualification of the “expert”
and on the required contents of “Fairness Opinion Issued by an
Independent Expert” is published in Appendix 2.
6. If neither the transferred company nor the transferee company is ROC
public companies, investors may substitute Fairness Opinion Issued by an
Independent Expert with financial reports (reviewed by a Certified Public
Accountant (CPA) on the evaluation date of the share exchange. The
reference date should be in accordance with the date on which evaluation
of the share exchange value is performed, as listed on the Share
Exchange Contract) of both the transferred company and the transferee
company. [For ROC enterprises with paid-in capital over NT$30 million, a
Certified Public Accountant’s (CPA’s) audit report is required]. If necessary,
Investment Commission may require investors to submit Fairness Opinion
Issued by an Independent Expert.
In the absence of an evaluation date of the share exchange, investors may
substitute the aforestated financial reports with most recent financial
reports of both the transferred company and the transferee company,
which are reviewed by a Certified Public Accountant (CPA) at the same
period.
In the absence of a “most recent financial reports of both the transferred
company and the transferee company reviewed by a Certified Public
Accountant (CPA) at the same period,” investors are required to submit an
“Agree-Upon Procedure Audit (formulated in accordance with ROC
Statements of Auditing Standards)” issued by a Certified Public
Accountant (CPA), which reviews the balance sheets from both the
transferred company and the transferee company on the date prior to the
reference date of the share exchange.
29
CSDs
CSD 12
Items
Investments
resulting from
cross-border
merger,
consolidation, and
acquisition
between ROC and
non-ROC
companies
according to the
Business Mergers
and Acquisitions
Act
Required Documents
Guidance Notes
A. Common documents (CSD 2)
B. Other documents:
1. Merger/ Acquisition Plan
2. Background information of the
non-ROC company
3. Letter of Representation for
cross-border merger/
acquisition (as published by
the Investment Commission)
4. Opinion of Legal Counsel
issued by attorneys practicing
at the non-ROC company’s
registrant country
5. Minutes of the shareholders’
meetings from both parties of
the merger/ acquisition. The
ROC company issuing new
shares resulting from the
merger/ acquisition is required
to submit the minutes of the
board meeting approving the
issuance of new shares after
the increase of capital of the
ROC enterprise (in
accordance with Article 266, of
the Company Act)
7. Critical and substantial investment proposals are required to contain
relevant documents listed in CED 16.
1. Investors are required to submit 1 original and 5 photocopies of all the
required documents (including the application form and its attachments)
2. The non-ROC company of the cross-border merger/ acquisition is required
to fulfill all conditions (as listed on Letter of Representation for
cross-border merger/ acquisition) to be an eligible target of cross-border
merger/ acquisition. The non-ROC company of the cross-border merger/
acquisition must not be a Mainland Investor as defined by Measures
Governing Investment Permit to the People of Mainland Area.
3. Merger/ Acquisition Plan is required to be formulated in accordance with
guidance note 3 listed in CSD 10.
4. Background information of the non-ROC company:
(1) Company profile [including (a.) Date of the establishment; (b.)
Addresses and telephone numbers of the company head office,
branches, and factories; (c.) Name of the responsible person; (d.)
Paid-in capital; (e.) core business operations and its descriptions
(percentage accounted for respective product produced or service
provided in relation to the invested ROC enterprise’s whole business
operation)/ employee numbers and employment conditions/ current
items of product produced or service provided by the company]
(2) Company structure (with detailed information of corporate structure
and business operations of each department)
(3) List of directors and shareholders and their background information
(for juridical person shareholders, the Investment Commission may
require its list of directors and shareholders revealed towards its
ultimate beneficiary)
(4) Holding structure diagram concerning affiliated companies [with
30
CSDs
Items
Required Documents
6. Merger/ Acquisition Contract
(in accordance with Business
Mergers and Acquisitions Act,
the Company Act and other
relevant laws):
(1) Merger Agreement (1
photocopy); or
(2) Share Exchange Agreement
(1 photocopy); or
(3) Division Plan (1 photocopy);
or
(4) General Assumption and
Transfer Agreement (1
photocopy)
7. Fairness Opinion Issued by an
Independent Expert
(formulated in accordance with
Appendix 2)
Guidance Notes
detailed information of (a.) the relationship between the non-ROC
company and its affiliates, (b.) amount and percentage of equity
interests held (along with paid-in capital amount) between the
non-ROC company and its affiliates]
5. Opinion of Legal Counsel issued by attorneys practicing at the non-ROC
company’s registrant country (containing 1 photocopy of the attorney’s
practice license): (a.) stating the non-ROC company, in accordance with its
law of incorporation, is a company limited by shares or a limited company.
(b.) Stating the non-ROC company is duly allowed (in terms of legality and
appropriateness) to be merged/ consolidated with other companies.
6. Minutes of the shareholders’ meetings from both parties of the merger/
acquisition: for the ROC company, if applicable laws and regulations
require only resolution of the board meeting, or if the duties and functions
of the shareholders' meeting are performed and exercised by the board
meeting, the resolutions adopted at the board meeting should be provided.
If the non-ROC company, in accordance with its law of incorporation,
requires only resolution of the board meeting or other forms of resolution
(according to legal procedures), investors are required to submit relevant
resolution of the board meeting or other form of resolution (according to
legal procedures), along with Opinion of Legal Counsel issued by
attorneys practicing at the non-ROC company’s registrant country
(containing 1 photocopy of the attorney’s practice license)
7. If necessary, Investment Commission may require both parties of the
merger/ acquisition to submit most recent financial reports reviewed and/or
certified by a Certified Public Accountant (CPA), or to submit pro forma
financial reports on the reference date of the merger/ acquisition.
8. Detailed information on the qualification of the “expert” and the required
contents of “Fairness Opinion Issued by an Independent Expert” is
31
CSDs
Items
Required Documents
Guidance Notes
published in Appendix 2.
9. Critical and substantial investment proposals are required to contain
relevant documents listed in CED 16.
CSD 13
Investments
A. Common documents (CSD 2)
resulting from share B. Other documents:
exchange
1. Share Exchange Plan
agreement between
2. Background information of the
the investor and the
non-ROC company
ROC company,
3. Letter of Representation for
where the ROC
cross-border merger/
company issues
new shares as the
acquisition (as published by
※ If the surviving company of the merger/ acquisition is a non-ROC
company as well as an exchange-listed/ public company where
investor-applicants (non-ROC company’s shareholders) are numerous,
the investor-applicants may jointly authorize the surviving non-ROC
company by resolution of shareholders’ meeting to submit Power of
Attorney (POA) in their name, while the investment application is still
tendered in investor-applicants’ name [juridical person investors are
required to submit Declaration for Qualifications of Foreign Investor and
its attachment. Investment Commission may require juridical person
investors to submit a list of its directors and shareholders (revealed
towards its ultimate beneficiaries)]. The surviving non-ROC company is
required to submit a list of investor-applicants on the reference date of the
merger/ acquisition when tendering application for verification of
investment amount of the merger/ acquisition. Investor-applicants are still
required to submit respective investor identifications and respective
Power of Attorney (POA) for their investment applications afterwards.
1. Investors are required to submit 1 original and 5 photocopies of all the
required documents (including the application form and its attachments)
2. In accordance with the Article 156, Paragraph 8 of the Company Act and
its relevant prescriptions, “CSD 13” is referred to the following:
(1) The ROC company issuing new shares as the consideration payable
by the ROC company for its acquisition of the shares of the non-ROC
company which is held by the investor (the aforestated investor being
shareholders of the non-ROC company, or being the non-ROC
32
CSDs
Items
consideration
payable by the
ROC company for
its acquisition of the
shares of a
non-ROC company
(whose shares are
held by the
investor)
Required Documents
4.
5.
6.
7.
Guidance Notes
the Investment Commission)
company itself).
Minutes of the shareholders’
(2) The ROC company issuing new shares as the consideration payable
meeting of the ROC company
by the ROC company for its acquisition of the investor’s newly-issued
and its minutes of board
shares (the aforestated investor being the non-ROC company).
meetings in accordance with
(3) The ROC company issuing new shares as the consideration payable
the Company Act
by the ROC company for its acquisition of the investor’s long-term
Minutes of shareholders’
investment (the aforestated investor being the non-ROC company; the
meeting of the non-ROC
aforestated long-term investment being the equity interests of another
company
non-ROC company which is held by the investor).
Share Exchange Contract (1
photocopy) (as signed by ROC
The aforestated “investors” are required to fulfill all conditions (as listed on
company issuing new shares
Letter of Representation for cross-border merger/ acquisition) to be eligible
and by the counterparty of the
targets of cross-border merger/ acquisition.
share exchange. The contract 3. If the ROC enterprise’s increase of its total amount of the capital stock
is required to be formulated in
does not exceed the original registered capital, the investors are not
accordance with the Company
required to submit the ROC enterprise’s minutes of shareholders’ meeting.
Act and relevant laws)
4. Minutes of the shareholders’ meeting from the non-ROC company: If the
Fairness Opinion Issued by an
non-ROC company, in accordance with its law of incorporation, requires
Independent Expert
only resolution of the board meeting or other forms of resolution
(formulated in accordance with
(according to legal procedures), investors are required to submit relevant
Appendix 2)
resolution of the board meeting or other form of resolution (according to
legal procedures), along with Opinion of Legal Counsel issued by
attorneys practicing at the non-ROC company’s registrant country
(containing 1 photocopy of the attorney’s practice license)
5. Share Exchange Plan is required to be formulated in accordance with
“Merger/ Acquisition Plan” as contained in guidance note 3 listed in CSD
10. Background information of the non-ROC company is required to be
formulated in accordance with guidance note 4 listed in CSD 12.
33
CSDs
Items
Required Documents
Guidance Notes
6. If necessary, Investment Commission may require both parties of the
merger/ acquisition to submit most recent financial reports reviewed
and/or certified by a Certified Public Accountant (CPA), or to submit pro
forma financial reports on the reference date of the merger/ acquisition.
7. Detailed information on the qualification of the “expert” and the required
contents of “Fairness Opinion Issued by an Independent Expert” is
published in Appendix 2.
8. Critical and substantial investment proposals are required to contain
relevant documents listed in CED 16.
34
Type 2: Application for Verification of Investment Amount
CSDs
Items
Required Documents
Guidance Notes
CSD 14
Investments paid
in inward
remittance of
foreign currency as
capital
investments, or as
consideration
for acquiring
shares (or capital
contribution) from
ROC shareholders
1. Application Form C (1 original)
2. Advice of Inward Remittance, and
Foreign Exchange Purchase Memo
(1 original, 1 photocopy)
3. Bank Account Statement or Passbook
(1 photocopy) of the invested ROC
enterprise (or its preparatory office)
1. Investment applications with foreign currency (subsequently
converted to New Taiwan Dollars) remitted to foreign currency
accounts held by the invested ROC enterprise are required to
contain additional “certificate of transaction” for the remitted
funds.
2. Investment applications with retained foreign currency are
required to contain Advice of Inward Remittance and “certificate
of transaction” for the remitted funds (1 original, 1 photocopy)
3. Investment applications with natural person investors carrying
foreign currency in cash entering ROC borders are required to
attach (1 photocopy) of relevant proof of entry on the investors’
passport, as well as Foreign Exchange Purchase Memo (1
original, 1 photocopy). Investment applications with natural
person investors carrying foreign currency in cash for more than
US$10,000 (or equivalent) entering ROC borders are required to
contain additional ROC customs declaration form.
4. In accordance with Regulations for Verification of Investment by
Overseas Chinese and Foreign Nationals, if the investment
application was tendered jointly (and subsequently approved) by
more than one investor, one of the investors may remit other
investors’ investment funds on appointment by other investors.
5. If the funds are remitted to (a.) the investor’s, (b.) investor’s
agent’s, or (c.) the invested ROC enterprises’ account and if the
remitted funds are consideration for acquiring shares (or capital
contribution) from ROC shareholders, investors are required to
submit “documents evidencing delivery of funds” confirming the
For acquiring shares from ROC
shareholders of a ROC company limited
by shares, a “Tax Bill for Payment by the
Purchaser of Securities Transaction
Tax” (1 photocopy)
For acquiring capital contribution from
ROC shareholders of a ROC limited
company, a “Declaration issued by the
ROC enterprise confirming the
completion of the transfer of the capital
contribution” or, a “Unanimous
Agreement for Amendments of Articles
of Incorporation signed by all existing
and new shareholders” (1 photocopy)
Documents evidencing delivery of funds
(1 photocopy)
35
CSDs
CSD 15
Items
Investments paid
in New Taiwan
Dollar as capital
investments, or as
consideration for
acquiring shares
(or capital
contribution) from
ROC shareholders
Required Documents
Guidance Notes
1. Application Form C (1 original)
2. Bank Account Statement or Passbook
(1 photocopy) of the invested ROC
enterprise (or its preparatory office)
For acquiring shares from ROC
shareholders from a ROC company
limited by shares, a “Tax Bill for
Payment by the Purchaser of Securities
Transaction Tax” (1 photocopy)
For acquiring capital contribution from
ROC shareholders from a ROC limited
company, a “Declaration issued by the
ROC enterprise confirming the
completion of the transfer of the capital
36
remitted funds have been received by the transferring ROC
shareholders.
6. If the invested ROC enterprise is a company limited by shares
and does not issue share certificates in accordance with Article
161-1 of the Company Act and if the remitted funds are
consideration for acquiring shares from ROC shareholders,
investors are required to submit (1 photocopy) of the Articles of
Incorporation of the invested ROC enterprise (which do not
contain any provisions governing the issuance of share
certificates), and to submit a declaration issued by the invested
ROC enterprise declaring that it does not issue any share
certificates.
If the funds are remitted to (a.) the investor’s, (b.) investor’s agent’s,
or (c.) the invested ROC enterprises’ account and if the remitted
funds are consideration for acquiring shares (or capital contribution)
from ROC shareholders, investors are required to submit
“documents evidencing delivery of funds” confirming the remitted
funds have been received by the transferring ROC shareholders.
CSDs
Items
Required Documents
Guidance Notes
contribution” or, a “Unanimous
Agreement for Amendments of Articles
of Incorporation signed by all existing
and new shareholders” (1 photocopy)
CSD 16
Investments paid
in know-how,
patent(s),
trademark(s),
copyright(s), and
other intellectual
property right(s)
as capital
investments
CSD 17
Investments paid
in imported
machinery/
equipment/ raw
materials for own
use as capital
investments
Investments paid in
local machinery/
equipment/ raw
materials (procured
CSD 18
Documents evidencing delivery of funds
(1 photocopy)
1. Application Form C (1 original)
2. Documents showing evidence of
investors transferring or licensing their
intellectual property rights to the
invested ROC enterprise or the
preparatory office thereof (1 photocopy)
3. Audit Report of Capital Amount of
Companies reviewed and certified by a
Certified Public Accountant (CPA) (1
photocopy), and a table (and its
attachments) listing payments of share
equity by each shareholder (1
photocopy)
1. Application Form C (1 original)
2. Import Declaration at ROC customs (1
original, 1 photocopy)
1. Application Form C
2. Relevant invoices or proof of
procurement for the local machinery/
equipment/ raw materials procured in
37
CSDs
Items
Required Documents
Guidance Notes
in New Taiwan
Dollar) for own use
as capital
investments
CSD 19
CSD 20
New Taiwan Dollar for own use (1
photocopy)
3. Declaration of Investment Completion
issued by the invested ROC enterprise
or the preparatory office thereof
confirming the investment has been
implemented by the investor (1
photocopy)
Capital investments 1. Application Form C (1 original)
made by share
2. Declaration of Investment Completion
exchange
issued by the invested ROC enterprise
agreements,
or the preparatory office thereof,
merger, division, or
confirming the investment has been
public tender offers
implemented by the investor (1
photocopy)
3. Audit Report of Capital Amount of
Companies reviewed and certified by a
Certified Public Accountant (CPA) (1
photocopy), and a table (and its
attachments) listing payments of share
equity by each shareholder (1
photocopy)
Capital investments 1. Application Form C (1 original)
made by
2. Declaration of Investment Completion
conversion of
issued by the invested ROC enterprise
creditor's
or the preparatory office thereof
reorganization
confirming the investment has been
claim
implemented by the investor (1
photocopy)
3. Audit Report of Capital Amount of
Companies reviewed and certified by a
38
CSDs
CSD 21
Items
Required Documents
Guidance Notes
Certified Public Accountant (CPA) (1
photocopy), and a table (and its
attachments) listing payments of share
equity by each shareholder (1
photocopy)
Capital investments 1. Application Form C (1 original)
made by monetary 2. Declaration of Investment Completion
credit extended to
issued by the invested ROC enterprise
the company
or the preparatory office thereof
confirming the investment has been
implemented by the investor (1
photocopy)
3. Audit Report of Capital Amount of
Companies reviewed and certified by a
Certified Public Accountant (CPA) (1
photocopy), and a table (and its
attachments) listing payments of share
equity by each shareholder (1
photocopy)
39
Type 3: Application for Transfer of Equity Interests
CSDs
Items
Required Documents
Guidance Notes
CSD 22
Transferring or gifting 1. Application Form D (1 original)
equity interests of
2. Power of Attorney (POA)
ROC enterprise to
certificates and its Chinese
ROC particular
translation along with
persons
identifications and certifications of
(non-domestic to
the appointed agent
domestic)
[1 copy each, not required if
already submitted, and if the
application tendered by the agent
is within authorized scope of the
original Power of Attorney (POA)
issued by the investor]
3. Information of the ROC enterprise
whose equity interests are being
transferred, and its other
documents as the following:
(1.) For close companies limited
by shares (as defined by the
Company Act): a table listing
all shareholders (dated, with
the corporate seal and the
seal of the company's
responsible person), as well
as relevant documentations
in accordance with the close
company’s Articles of
Incorporation
40
1. Letter of Consent for capital contribution transfer issued by Limited
Companies is required to be signed by at least one-half of the
shareholders. If the transferor of capital contribution is a director, the
Letter of Consent is required to be signed by all shareholders (with the
corporate seal and the seal of the company's responsible person)
2. Required documents for Declaration for Agreement on Authorizing the
Agent are listed in CED 7.
CSDs
Items
Required Documents
4.
5.
6.
7.
Guidance Notes
(2.) For limited companies:
photocopy of the Letter of
Consent for transfer of capital
contribution
(3.) Business Firms: a photocopy
of the contract entered into
between the parties for Sole
Proprietorships
(4.) A photocopy of the letter of
consent signed by the
partners for Partnerships
Declaration for Agreement on
Authorizing the Agent (CED 7)
(transferee of equity interests
being the appointed agent)
Proof of duty payment of relevant
tax (required for foreign/
Overseas Chinese/ Mainland
investors gifting equity interests)
Photocopies of the invested ROC
enterprise’s balance sheet and
income statement for the most
recent accounting period (with the
corporate seal and the seal of the
company's responsible person)
(required if transfer price is lower
than face value)
Photocopy of the equity transfer
41
CSDs
Items
CSD 23
Transferring or gifting
equity interests of
ROC enterprise to
other investors
(non-domestic/
Mainland Investors to
non-domestic)
Required Documents
1.
2.
3.
4.
Guidance Notes
agreement (required if necessary)
Application Form D (1 original)
Investor identifications of the
transferee (not required for
transferees who are existing
shareholders of the ROC
enterprise whose equity interests
are being transferred)
Declaration for Qualifications of
Foreign Investor and its
attachment by foreign juridical
persons who are transferees of
equity interests (not required for
foreign natural persons who are
transferees of equity interests or
investors increasing their capital
investments)
Power of Attorney (POA)
certificates and its Chinese
translation along with
identifications and certifications of
the appointed agent
[1 copy each, not required if
already submitted, and if the
application tendered by the agent
is within authorized scope of the
original Power of Attorney (POA)
issued by the investor]
42
1. The application is required to be tendered jointly by both the transferor
and the transferee of equity interests.
2. Letter of Consent for capital contribution transfer issued by Limited
Companies is required to be signed by at least one-half of the
shareholders. If the transferor of capital contribution is a director, the
Letter of Consent is required to be signed by all shareholders (with the
corporate seal and the seal of the company's responsible person)
3. In principle, the investor must submit the Declaration for Qualifications
of Foreign Investor (as published on Investment Commission website)
in Chinese; if the aforestated Declaration is not submitted in Chinese,
a comprehensive Chinese translation must be submitted along with
the seal/signature of the investor’s agent.
4. Required documents for Declaration for Agreement on Authorizing the
Agent are listed in CED 7.
CSDs
Items
Required Documents
Guidance Notes
5. Information of the ROC enterprise
whose equity interests are being
transferred, and its other
documents as the following:
(1.) For close companies limited
by shares (as defined by the
Company Act): a table listing
all shareholders (dated, with
the corporate seal and the
seal of the company's
responsible person), as well
as relevant documentations
in accordance with the close
company’s Articles of
Incorporation
(2.) For limited companies:
photocopy of the Letter of
Consent for transfer of capital
contribution
(3.) A photocopy of the contract
entered into between the
parties for Sole
Proprietorships
(4.) A photocopy of the letter of
consent signed by the
partners for Partnerships
6. Declaration for Agreement on
Authorizing the Agent (CED 7)
43
CSDs
Items
Required Documents
Guidance Notes
(transferor and transferee of
equity interests appointing a
common agent)
7. Proof of duty payment of relevant
tax (required for foreign/
Overseas Chinese/ Mainland
investors gifting equity interests)
8. Photocopies of the ROC
enterprise’s (whose equity
interests are being transferred)
balance sheet and income
statement for the most recent
accounting period (with the
corporate seal and the seal of the
company's responsible person)
(required if transfer price is lower
than face value)
9. Photocopy of the equity transfer
agreement (required if
necessary)
CSD 24
Transferring or
gifting equity
interests of ROC
enterprise to
Mainland Investors
(non-domestic to
Mainland Investors)
1. Application Form D (1 original)
2. Information of the ROC
enterprise whose equity interests
are being transferred, and its
other documents as the
following:
(1.) For close companies limited
by shares (as defined by the
44
1. Investors are required to submit (1 original and 9 photocopies of) all
documentations (including the application form and its attachments).
2. All business items operated by the invested ROC enterprise are
required to be listed in accordance with “Positive List of Investment by
People of the Mainland Area.”
3. The application is required to be tendered jointly by both the transferor
and the transferee of equity interests.
4. Letter of Consent for capital contribution transfer issued by Limited
CSDs
Items
Required Documents
Guidance Notes
Company Act): a table listing
Companies is required to be signed by at least one-half of the
all shareholders (dated, with
shareholders. If the transferor of capital contribution is a director, the
the corporate seal and the
Letter of Consent is required to be signed by all shareholders (with the
seal of the company's
corporate seal and the seal of the company's responsible person)
responsible person), as well
5. Report on current and future business operations of the ROC
as relevant documentations
enterprise (whose equity interests are being transferred) are required
in accordance with the close
to contain the following: (a.) revenue of the past 5 years, (b.) core
company’s Articles of
business operations and its descriptions (percentage accounted for
Incorporation
respective product produced or service provided in relation to the
(2.) For limited companies:
invested ROC enterprise’s whole business operation), (c.) employee
photocopy of the Letter of
numbers and employment conditions, and (d.) cooperative
Consent for transfer of capital
relationships of operation with the Mainland Investor and its corporate
contribution
group.
(3.) A photocopy of the contract
6. Report (documented on paper) on reinvestments of the ROC
entered into between the
enterprise whose equity interests are being transferred is required to
parties for Sole
contain the following [investors are not required to submit documents
Proprietorships
listed as follows if the aforestated ROC enterprise has no
(4.) A photocopy of the letter of
reinvestments, but are required to declare the aforestated condition on
consent signed by the
the “report on current and future business operations of the ROC
partners for Partnerships
enterprise (whose equity interests are being transferred)”]: relevant list
3. Report on current and future
[including (a.) company name, (b.) amount of reinvestments, (c.)
business operations of the ROC
percentage of equity interests held in relation to total equity interests]
enterprise whose equity interests
of the reinvested ROC enterprises which are not domestic
are being transferred
exchange-listed, over-the-counter ("OTC"), or emerging stock
4. Report on reinvestments of the
companies, as well as a photocopy of the reinvested ROC enterprises’
ROC enterprise whose equity
Corporate Amendment Registration Card or a photocopy of its
interests are being transferred
Reservation of Company Name and Business Scope.
5. Report on all technology transfer
The investors are required to document any reinvested equity interest
45
CSDs
Items
Required Documents
Guidance Notes
the ROC enterprise (whose
in domestic exchange-listed, over-the-counter ("OTC"), or emerging
equity interests are being
stock companies operating financial business items [including (a.)
transferred) has received from
financial, (b.) insurance, and (c.) securities and futures institutions] by
ROC government (and from ROC
the aforestated ROC enterprise.
government-donated
The investors are however required to document for up to 10% of
foundations); and report on the
reinvested equity interests (in relation to total equity interests) in
aforestated ROC enterprise’s
domestic exchange-listed, over-the-counter ("OTC"), or emerging
participation of ROC
stock companies operating any business items other than financial
government’s procurements/
industries by the aforestated ROC enterprise.
tender invitations/ counsels/
7. Investor identifications of the transferee Mainland Investor:
subsidies of the past 5 years
(1) Natural person investors are required to submit Certificate of
[documented on paper the exact
Nationality as investor identifications. The aforestated Certificate
details of (a.) start and
of Nationality can be substituted with (1 photocopy) of a valid
termination dates, (b.) list of
passport.
items and product names or
(2) Juristic person, organization, or any other institution of Mainland
service descriptions, (c.) relevant
Area and juridical person of “third area (as defined in Act
agencies giving tender
Governing Relations between the People of the Taiwan Area and
invitations; investors are not
the Mainland Area and Measures Governing Investment Permit to
required to submit documents
the People of Mainland Area)” are required to submit the
listed above if the aforestated
Certificate of Incorporation or Certificate of Registration issued by
ROC enterprise has no
the juridical person/ organization’s registrant country/ area as
aforestated conditions, but are
investor identifications. Investment Commission may require the
required to declare that the
investor to submit a list of the investor’s directors and
aforestated ROC enterprise does
shareholders (revealed towards ultimate beneficiaries) and details
not have the aforestated
of its holding structure. Investment Commission may review the
conditions on the “report on
investor’s background at any time after the approval and may
current and future business
request the investor to submit any related information thereof.
operations of the ROC enterprise
※ Mainland Investor’s Certificate of Nationality, Certificate of
46
CSDs
Items
Required Documents
6.
7.
8.
9.
Guidance Notes
whose equity interests are being
Incorporation or Certificate of Registration of juristic persons,
transferred”]
organizations, or any other institutions of Mainland Area must be
Investor identifications of the
validated by notary public offices in Mainland Area. Mainland
transferee Mainland Investor
natural-person Investors substituting Certificate of Nationality with
(required if tendering Mainland
(1 photocopy of) valid passport are not required to submit the
Investor’s initial investment
aforestated document with the validation process listed above.
application)
Indirect Mainland Investors (foreign juridical persons registered in
Holding structure, background
“third area” who are regarded as Mainland Investors in accordance
information, and scope of
with “Act Governing Relations between the People of the Taiwan
business operation of the
Area and the Mainland Area” and “Measures Governing Investment
transferee Mainland Investor
Permit to the People of Mainland Area”) may submit Certificate of
(personal resume/ CV for
Incorporation or Certificate of Registration issued by its registrant
natural-person Mainland
country in photocopies, but are required to submit other
Investors)
documentations with validation by its governing authorities (or by a
Power of Attorney (POA)
court of law, or by notary publics of the Indirect Mainland Investors’
certificates and its Chinese
registrant country). If necessary, Investment Commission may
translation along with
require Indirect Mainland Investors to submit its Certificate of
identifications and certifications
Incorporation or Certificate of Registration in original copy with the
of the appointed agent
validation process listed above.
[1 copy each, not required if
8. Holding structure, background information, and scope of business
already submitted, and if the
operation of the transferee Mainland Investor: complete structural
application tendered by the agent
framework of the Mainland Investor and its shareholders [including :(1)
is within authorized scope of the
the registrant country/ name/ director’s name/ director’s nationality/
original Power of Attorney (POA)
background descriptions/ business scopes of every company in each
issued by the investor]
layer of the holding structure; (2) name of the people, juristic persons,
Declaration for Agreement on
organizations, or any other institutions of Mainland Area; (3)
Authorizing the Agent (CED 7)
percentage of equity interests held; (4) items on which control power
(transferee of equity interests
(as prescribed by the Ministry of Economic Affairs publication
47
CSDs
Items
Required Documents
Guidance Notes
being the appointed agent)
10. Proof of duty payment of relevant
tax (required for foreign/
Overseas Chinese/ Mainland
Investors gifting equity interests)
11. Photocopies of the ROC
enterprise’s (whose equity
interests are being transferred)
balance sheet and income
statement for the most recent
accounting period (with the
corporate seal and the seal of the
company's responsible person)
(required if transfer price is lower
than face value)
12. Photocopy of the equity transfer
agreement (required if
necessary)
Jing-Shen-Zi #09904605070 dated August 18, 2010) is exercised], as
well as personal resume/ CV of the ultimate natural person
shareholder and natural person directors in each layer of the holding
structure. Personal resume/ CV is required to contain start and end
date of relevant education and employment histories (including
positions held) along with any personal background associated with
the Communist Party of China (CPC), Mainland Area Authority,
and Mainland Area armed forces. Business scopes of every
company in each layer of the holding structure should include (a.)
revenues of recent years, (b.) main product and service descriptions
(percentage accounted for respective product produced or service
provided in relation to the company’s whole business operation), (c.)
employee numbers, (d.) main customer segments, (e.) suppliers, and
(f.) target markets.
9. Mainland Investor’s Power of Attorney (POA) certificates/
identifications and certifications of the Mainland Investor’s appointed
agent:
(1) Mainland Investor’s Power of Attorney (POA) certificates issued by
natural persons, juristic persons, organizations, or any other
institutions of Mainland Area is required to be validated by notary
public offices in Mainland Area. [During residency within ROC
borders, the Power of Attorney (POA) of a natural person may be
validated by a ROC court of law (or by its notary publics) as deeds
of attestation in accordance with The Notary Act.]
(2) Indirect Mainland Investor’s Power of Attorney (POA) certificates
issued by foreign juridical persons (who are regarded as Mainland
Investors in accordance with “Act Governing Relations between
the People of the Taiwan Area and the Mainland Area” and
48
CSDs
Items
Required Documents
Guidance Notes
“Measures Governing Investment Permit to the People of Mainland
Area”) registered in “third area” must be validated by ROC
embassies and Missions (or by governing authorities, or by a court
of law, or by notary publics) of the Indirect Mainland Investor’s
registrant country. For Hong Kong and Macao juridical persons, the
Power of Attorney (POA) must be validated by ROC embassies
and Missions. During authorized signatory’s residency within ROC
borders, the Power of Attorney (POA) may be validated by foreign
embassies, consulates, or equivalent institutions of the Indirect
Mainland Investor’s registrant country in the ROC, or as notarial
deeds made by a ROC court of law (or by its notary publics) in
accordance with The Notary Act.
(3) Investment applications of Mainland Investors with no residency or
no registered branch in the ROC are required to submit Power of
Attorney (POA) authorizing an agent who is (a.) a Certified Public
Accountant (CPA) practicing in the ROC or (b.) an Attorney
practicing in the ROC for tendering investment applications.
Juristic persons, organizations, or any other institutions of
Mainland Area with a registered branch in the ROC are not
required to submit Power of Attorney (POA) and may tender
investment applications directly with signature of Mainland
Investor’s litigious and non-litigious representatives (or managerial
officers) in the ROC on the application form. Mainland Investor’s
litigious and non-litigious representatives are required to attach
photocopy of a valid passport (or relevant registration documents
for the managerial officers). Natural person investors with
residency (as holding ROC Permanent Resident Certificate) are
not required to submit Power of Attorney (POA), and may tender
49
CSDs
Items
Required Documents
Guidance Notes
investment applications directly by signature of the natural person
investor on the application form, along with (1 photocopy) of the
ROC Permanent Resident Certificate held by the natural person
investor.
10. Required documents for Declaration for Agreement on Authorizing the
Agent are listed in CED 7.
CSD 25
Transferring equity
interests of domestic
exchange-listed,
over-the-counter
("OTC"), or emerging
stock companies
via domestic
securities market
1. Application form (document on A4
paper)
2. Photocopy of the official letters of
approval issued by the Taiwan
Stock Exchange or Taipei
Exchange registering the invested
ROC enterprise as a domestic
exchange-listed, over-the-counter
("OTC"), or emerging stock
companies (required for investors
applying initial transfer of equity
interests of the invested ROC
enterprise via domestic securities
market)
3. Power of Attorney (POA)
certificates and its Chinese
translation along with
identifications and certifications of
the appointed agent
[1 copy each, not required if
already submitted, and if the
application tendered by the agent
50
CSDs
Items
Required Documents
Guidance Notes
is within authorized scope of the
original Power of Attorney (POA)
issued by the investor]
51
Type 4: Application for Reinvestments by the Invested ROC Enterprises
CSDs
Items
Required documents
Guidance Notes
CSD 26
Reinvested ROC
enterprise (second
layer domestic
company) being the
ultimate domestic
target company
1. Application Form H (1 original)
2. Corporate Amendment
Registration Card (1 photocopy)
of the invested ROC enterprise
(first layer domestic company)
3. Information of the reinvested
ROC enterprise (second layer
domestic company):
(1.) Corporate Amendment
Registration Card (1 photocopy)
[may be substituted with the
information listed on Company
Registration Inquiry (information
only in Chinese) on Commerce
Industrial Services Portal of
Department of Commerce,
MOEA]
(2.) Reservation of Company Name
and Business Scope for
establishing new reinvested
ROC enterprise
4. Articles of Incorporation of the
invested ROC enterprise (first
layer domestic company)
5. Relevant minutes of
1. If the invested ROC enterprise is an investment company, or if the
invested ROC enterprise is not an investment company while the total
amount of its reinvestments does not exceed forty percent of its own
paid-in capital, investors are not required to submit (a.) Articles of
Incorporation, (b.) relevant minutes of shareholders’ meeting, or (c.)
relevant Letter of Consent signed by all shareholders
2. Investment applications concerning merger/ acquisition/ shares
exchange of ROC enterprises are required to submit relevant documents.
3. Investment applications concerning the invested ROC enterprise (first
layer domestic company) purchasing the securities of another ROC
enterprise (second layer domestic company) by public tender offer for
securities of public company are required to submit public tender offer
prospectus as reported to the Securities and Futures Bureau, Financial
Supervisory Commission.
4. Investment applications concerning the invested ROC enterprise (first
layer domestic company) subscribing privately placed shares for capital
increase from domestic exchange-listed, over-the-counter (“OTC”), or
emerging stock companies (with single subscription accounted for more
than 10% of its total equity after capital increase) are required to submit
relevant minutes of shareholders’/ board meeting in accordance with the
corresponded means of subscription.
5. Critical and substantial investment proposals are required to contain
relevant documents listed in CED 16.
6. If necessary, the Investment Commission may require other
documentations in accordance with application review requirements.
52
CSDs
CSD 27
Items
Reinvested ROC
enterprises
(second layer
domestic
company) not
being the ultimate
domestic target
company
(reinvesting
ultimate domestic
target company via
domestic
multi-layer holding
structure)
Required documents
Guidance Notes
shareholders’ meeting, or
relevant Letter of Consent signed
by all shareholders
1. Application Form H (1 original)
2. Corporate Amendment
Registration Card (1 photocopy)
of the invested ROC enterprise
(first layer domestic company)
3. Information of the reinvested
ROC enterprise (second layer
domestic company) and each
reinvested ROC enterprise from
each layer of the domestic
multi-layer holding structure:
(1.) Corporate Amendment
Registration Card (1
photocopy) [may be
substituted with the
information listed on
Company Registration Inquiry
(information only in Chinese)
on Commerce Industrial
Services Portal of
Department of Commerce,
MOEA]
(2.) Reservation of Company
Name and Business Scope
for establishing new
1. If the invested ROC enterprise is an investment company, or if the
invested ROC enterprise is not an investment company while the total
amount of its reinvestments does not exceed forty percent of its own
paid-in capital, investors are not required to submit (a.) Articles of
Incorporation, (b.) relevant minutes of shareholders’ meeting, or (c.)
relevant Letter of Consent signed by all shareholders
2. Investment applications concerning merger/ acquisition/ shares exchange
of ROC enterprises are required to submit relevant documents.
3. Investment applications concerning the reinvested ROC enterprise
(multi-layer reinvested domestic company) purchasing the securities of
the another ROC enterprise (ultimate domestic target company) by public
tender offer for securities of public company are required to submit public
tender offer prospectus as reported to the Securities and Futures Bureau,
Financial Supervisory Commission.
4. Investment applications concerning the reinvested ROC enterprise
(multi-layer reinvested domestic company) subscribing privately placed
shares for capital increase from domestic exchange-listed,
over-the-counter (“OTC”), or emerging stock companies (with single
subscription accounted for more than 10% of its total equity after capital
increase) are required to submit relevant minutes of shareholders’/ board
meeting in accordance with the corresponded means of subscription.
5. Critical and substantial investment proposals are required to contain
relevant documents listed in CED 16.
6. If necessary, the Investment Commission may require other
documentations in accordance with application review requirements.
53
CSDs
Items
Required documents
Guidance Notes
reinvested ROC enterprise
4. Diagram of domestic multi-layer
holding structure
5. Articles of Incorporation of the
invested ROC enterprise (first
layer domestic company)
6. Relevant minutes of
shareholders’ meeting, or
relevant Letter of Consent signed
by all shareholders
54
Type 5: Application for Revisions of Investment Plan
CSDs
Items
CSD28
Capital reduction by A. Application Form B, and
1. Investors whose investment has been approved by Investment
cash
common documents (CSD 2)
Commission, and whose equity interests in the invested ROC enterprise
B. Relevant documents of the
have decreased due to the aforestated enterprise’s capital reduction, may
invested ROC enterprise:
tender application afterwards.
1. For companies limited by
2. Investors whose invested ROC enterprise has completed registration of
shares: the resolution from
capital reduction to the relevant registration authority are required to submit
shareholders’ meeting. If the
a photocopy of the ROC enterprise’s Corporate Amendment Registration
duties and functions of the
shareholders' meeting are
Card (registering capital reduction).
performed and exercised by 3. If necessary, Investment Commission may require other documentations in
the board meeting, the
accordance with application review requirements.
resolutions adopted at the
board meeting should be
provided
2. For limited companies: Letter
of Consent signed by all
shareholders
Capital reduction by A. Application Form A and/ or
1. Minutes of the shareholders’ meeting [containing specific information of
payment-in-kind
Form B, common documents
payment-in-kind and the amount substituted for returned capital, which has
(CSD 2)
already been delivered for audit and certification to a Certified Public
B. Relevant documents of the
Accountant (CPA) at the board meeting prior to the shareholders’ meeting,
invested ROC enterprise:
where a resolution has been passed by the shareholders’ meeting]
1. Minutes of the shareholders’
2. Relevant Declaration (issued and signed by the investor) is required to
meeting approving capital
contain the amount of returned capital from capital reduction, a list of
reduction by payment-in-kind
2. Report on the amount of
payment-in-kind items agreed to receive, and the amount substituted for
returned capital substituted
returned capital.
by payment-in-kind, as
3. For investment applications where payment-in-kind received by the
audited and certified by a
CSD29
Required Documents
Guidance Notes
55
CSDs
Items
Required Documents
Certified Public Accountant
(CPA)
3. Declaration issued by the
investor for giving approval
of receiving relevant
payment-in-kind (as
substitute of returned capital)
CSD30
Application for
change of name or
business scope of
the invested ROC
enterprises
1. Application Form E (1 original)
2. Relevant documents of the
invested ROC enterprise:
(1.) (1 photocopy) of the
Reservation of Company
Name and Business Scope
(2.) (1 photocopy) of the
Corporate Amendment
Registration Card (for
business firms, its Business
Registration Certificate) prior
to its change of name or
business scope
CSD31
Application for
change of
organizational
structure of the
1. Application Form E (1 original)
2. Relevant documents of the
invested ROC enterprise:
(1.) Letter of Consent signed by
Guidance Notes
investors (as substitute of returned capital) is equity interests (shares/
capital contribution) of another ROC enterprise, investors are required to
tender the following investment applications:
(1) capital reduction of the invested ROC enterprise (Form B)
(2) receiving equity interests (shares/ capital contribution) of another ROC
enterprise as payment-in-kind (substituting returned capital) resulting
from capital reduction (Form A or Form B)
1. Investment applications are required to be tendered after the invested
ROC enterprise adopted relevant resolutions in accordance with the
Company Act and other related legal procedures.
2. Investment applications with the invested ROC enterprise adding business
items listed in Negative List for Investment by Overseas Chinese and
Foreign Nationals (list of business activities that are prohibited or restricted
for Overseas Chinese or foreign nationals), or business items specified by
“authorities in charge of the end enterprise” (e.g. “J3 Publishing
Industries”), or having other particular specificities, may require joint review
with “authorities in charge of the end enterprise” in accordance with legal
procedures.
3. Investment applications with business items including “A101 Agriculture
and Horticulture,” “A3 Fisheries,” “A4 Animal Husbandry” or “J3 Publishing
Industries,” are required to contain detailed descriptions in the application
form [including location and area of operations, the list of product/ produce/
services and its aspects (e.g. crops, aquaculture produce or publications),
and its intended target consumers/ clients.]
56
CSDs
CSD32
Items
Required Documents
invested ROC
limited company
all shareholders (1
photocopy, with the invested
ROC enterprise’s corporate
seal and the seal of the
responsible person)
(2.) Corporate Amendment
Registration Card prior to
change of organizational
structure
1. Application Form E (1 original)
2. Relevant documents of the
invested ROC enterprise:
(1.) Minutes of shareholders’
meeting (for companies
limited by shares). Letter of
Consent signed by all
shareholders (for limited
companies). Partnership
agreement or contract (for
partnerships)
(2.) (1 photocopy) of the
Corporate Amendment
Registration Card (for
business firms, its Business
Registration Certificate) prior
to reduction of business
items
Application for
reduction of
business items of
the invested ROC
enterprises
Guidance Notes
57
CSDs
Items
Required Documents
Guidance Notes
CSD 33
Application for
dissolution of the
invested ROC
enterprises
1. Application Form F (1 original)
2. Relevant documents of the
invested ROC enterprise:
(1.) For companies limited by
shares: the resolution from
shareholders’ meeting. If the
duties and functions of the
shareholders' meeting are
performed and exercised by
the board meeting, the
resolutions adopted at the
board meeting should be
provided
(2.) For limited companies and
others: Letter of Consent
signed by all shareholders or
partnership agreement
(3.) Information of the invested
ROC enterprise
3. Power of Attorney (POA)
certificates and its Chinese
translation along with
identifications and certifications
of the appointed agent
[1 copy each, not required if
already submitted, and if the
application tendered by the
agent is within authorized scope
The format and content of the minutes of the shareholders’ meeting/ Letter of
Agreement/ partnership agreement are required to be formulated in
accordance with the Company Act and other relevant laws.
58
CSDs
Items
Required Documents
Guidance Notes
of the original Power of Attorney
(POA) issued by the investor]
CSD34
Non-ROC
shareholders
receiving allocated
long-term
investment (equity
interests of another
ROC enterprise)
resulting from the
liquidation of the
invested ROC
enterprises
1. Application Form A (or Form B)
(1 original, 1 photocopy)
2. Investor identification and its
Chinese translation of the
non-ROC shareholders (for
initial investments)
3. Power of Attorney (POA)
certificates and its Chinese
translation along with
identifications and certifications
of the appointed agent
[1 copy each, not required if
already submitted, and if the
application tendered by the
agent is within authorized scope
of the original Power of Attorney
(POA) issued by the investor]
4. Information of the ROC
enterprise (allocated to, and
received by the non-ROC
shareholder)
5. Declaration for Qualifications of
Foreign Investor and its
attachment (required for juridical
person investors and not
required for investors increasing
1. Investment applications are required to be tendered by non-ROC
shareholders.
2. Liquidation Tax Return Form from taxation authorities is required to
contain remaining equity interests amount of another ROC enterprise (as
held by the invested ROC enterprise prior to liquidation) in remaining
properties section.
3. If acquisition of relevant equity interests of another ROC enterprise (by the
invested ROC enterprise) requires prior application for approval, and if
relevant prior application has not been tendered, investors tendering
applications of this item (CSD 34) may not be subjected to review or
approval.
59
CSDs
CSD35
Items
Application for
change of name of
the investor
Required Documents
capital investments)
6. Proof of completion of invested
ROC enterprise’s liquidation as
reported to a ROC court of law
(1 photocopy)
7. Liquidation Tax Return Form
from taxation authorities
(required to contain equity
interests amount of long-term
investment in remaining
properties section)
1. Application Form G (1 original)
2. Information of the invested ROC
enterprise
3. Investor identifications
4. Power of Attorney (POA)
certificates and its Chinese
translation along with
identifications and certifications
of the appointed agent
[1 copy each, not required if
already submitted, and if the
application tendered by the
agent is within authorized scope
of the original Power of Attorney
(POA) issued by the investor]
Guidance Notes
1. Investor identifications (no validation required) must contain clear
association of the juridical person’s name before and after its change. If
necessary, Investment Commission may require validation by ROC
embassies and Missions (or by governing authorities, or by a court of law,
or by notary publics of the investor’s registrant country). If requested,
documents submitted by Hong Kong and Macao juridical persons are
required for validation by ROC embassies and Missions. Investment
Commission may require the investor to submit a list of the investor’s
directors and shareholders (revealed towards ultimate beneficiaries) and
details of its holding structure. If necessary, Investment Commission may
require the investor to submit a special-purpose auditing report by an
independent ROC Certified Public Accountant (CPA) who is a
non-interested third party confirming that the investor is not a Mainland
Investor.
2. Investors tendering investment applications for change of name are not
required to submit new Power of Attorney (POA) issued in its new name
but are required if the investment applications are tendered jointly with
60
CSDs
CSD36
Items
Application for
assuming equity
interests of ROC
enterprise resulting
from merger/
acquisition outside
ROC borders
(e.g. merger,
division) according
to Statute For
Investment By
Foreign Nationals
Required Documents
Guidance Notes
1. Application Form G (1 original)
2. Information of the invested ROC
enterprise
3. Investor identifications (for
investor who is the surviving
company or the transferee
company (not required for
investors who are existing
shareholders of the invested
ROC enterprise)
4. Power of Attorney (POA)
certificates and its Chinese
translation along with
identifications and certifications
of the appointed agent
[1 copy each, not required if
already submitted, and if the
application tendered by the
agent is within authorized scope
of the original Power of Attorney
(POA) issued by the investor]
5. Declaration for Qualifications of
Foreign Investor and its
attachment (required for juridical
person investors being the
substitution of agents or with reissuance the original Power of Attorney
(POA). For investors applying for its change of name without submission
of new Power of Attorney (POA) issued in investor’s new name,
Investment Commission may require investors to submit the aforestated
document if Investment Commission requires further clarifications
concerning the scope of authorization.
1. For merger applications, shareholders of the surviving company are
required to tender investment applications as investor-applicants. For
division applications, shareholders of the divided company and
shareholders of the transferee company are required to tender investment
applications jointly as investor-applicants. [the appointed agents of the
investors prior to merger/ acquisition are required to be authorized with
scopes including (a.) transfer of equity interests and (b.) withdrawal of
investment; investors are required to submit new Power of Attorney (POA)
authorizing aforestated scopes to the agents if the original Power of
Attorney (POA) does not authorize the appointed agents with the
aforestated scopes]
2. For minutes of shareholders’ meeting approving merger/ acquisition
issued by the original investors, if relevant laws and regulations of the
investors’ registrant country only require approval from board meeting (or
other lawful procedures), investors are required to submit Opinion of Legal
Counsel issued by attorneys practicing at investors’ registrant country if
necessary.
3. Merger/ Acquisition Contract: for instance, Merger Agreement or Division
Plan. Division Plan is required to contain the name of [and equity interests
held by the original investor (the divided company)] in the ROC enterprise,
whose equity interests are assumed by the new investor (the transferee
company).
61
CSDs
Items
Required Documents
Guidance Notes
surviving company or the
transferee company and not
required for investors increasing
capital investments)
6. Minutes of shareholders’
meeting approving merger/
acquisition issued by the original
juridical investors
7. Merger/ Acquisition Contract
CSD37
Application for
assuming equity
interests of ROC
enterprise resulting
from merger/
acquisition outside
ROC borders
(e.g. merger,
division) by
Mainland Investors
according to
Measures
Governing
Investment Permit
to the People of
Mainland Area
4. The aforestated shareholders’ meeting and Merger/ Acquisition Contract
are required to be validated by ROC embassies and Missions (or by
governing authorities, or by a court of law, or by notary publics of the
investor’s registrant country). If the governing authorities of the investor’s
registrant country has completed registration of the relevant merger/
acquisition on the investor’s commercial registration documents, investors
are required to submit the aforestated commercial registration documents
[validated by ROC embassies and Missions (or by governing authorities,
or by a court of law, or by notary publics of the investor’s registrant
country)], and are not required to submit the aforestated shareholders’
meeting and Merger/ Acquisition Contract. Investment Commission may
require validation of the aforestated documents if necessary.
1. Application Form G (1 original)
1. The reference date for the cross-border merger/ acquisition is required to
2. Information of the ROC
be dated after the approval of the investment application. All business items
enterprise whose equity interests
of the invested ROC enterprise are required to be listed in accordance with
are assumed by the investor
“Positive List of Investment by People of the Mainland Area.”
3. Report on current and future
2. Investors are required to submit (1 original and 9 photocopies of) all
business operations of the ROC
documentations (including the application form and its attachments).
enterprise whose equity interests 3. For merger applications, shareholders of the surviving company are
are assumed by the investor
required to tender investment applications as investor-applicants. For
4. Report on reinvestments of the
division applications, shareholders of the divided company and
ROC enterprise whose equity
shareholders of the transferee company are required to tender investment
interests are assumed by the
applications jointly as investor-applicants. [the appointed agents of the
investor
investors prior to merger/ acquisition are required to be authorized with
5. Report on all technology transfer
scopes including (a.) transfer of equity interests and (b.) withdrawal of
of the ROC enterprise (whose
investment; investors are required to submit new Power of Attorney (POA)
equity interests are assumed by
authorizing aforestated scopes to the agents if the original Power of
the investor) as received from
Attorney (POA) does not authorize the appointed agents with the
62
CSDs
Items
Required Documents
Guidance Notes
ROC government (and from
ROC government-donated
foundations); and report on the
aforestated ROC enterprise’s
participation of ROC
government’s procurements/
tender invitations/ counsels/
subsidies of the past 5 years
(documented on paper the exact
details of (a.) start and
termination dates, (b.) list of
items and product names or
service descriptions, and (c.)
relevant agencies giving tender
invitations; investors are not
required to submit documents
listed above if the aforestated
ROC enterprise has no
aforestated conditions, but are
required to declare that the
aforestated ROC enterprise
does not have the aforestated
conditions on the “report on
current and future business
operations of the ROC
enterprise whose equity interests
are assumed by the investor”)
6. Mainland Investor (as the
aforestated scopes]
4. Guidance notes for “report on current and future business operations of the
ROC enterprise,” “report on reinvestments of the ROC enterprise,”
“Mainland Investor’s identifications,” “holding structure/ background
information/ and scope of business operation of the Mainland Investor,”
“Power of Attorney (POA) issued by the Mainland Investor,” “identifications/
certifications/ qualifications of the appointed agent” are listed in CSD 23.
5. For minutes of shareholders’ meeting approving merger/ acquisition issued
by the original foreign investors, if relevant laws and regulations of the
investors’ registrant country only require approval from board meeting (or
other lawful procedures), investors are required to submit Opinion of Legal
Counsel issued by attorneys practicing at investors’ registrant country if
necessary.
6. Merger/ Acquisition Contract: for instance, Merger Agreement or Division
Plan. Division Plan is required to contain the name of [and equity interests
held by the original investor (divided company)] in the ROC enterprise,
whose equity interests are assumed by the new investor (transferee
company).
7. The aforestated shareholders’ meeting and Merger/ Acquisition Contract
are required to be validated by ROC embassies and Missions (or by
governing authorities, or by a court of law, or by notary publics of the
investor’s registrant country).
8. If necessary, the Investment Commission may require other
documentations in accordance with application review requirements.
63
CSDs
Items
Required Documents
Guidance Notes
surviving/ transferee company)
identifications (required for
Mainland Investor’s initial
investment application)
7. Holding structure, background
information, and scope of
business operation of the
Mainland Investor (as the
surviving/ transferee company)
8. Power of Attorney (POA)
certificates and its Chinese
translation along with
identifications and certifications
of the appointed agent
[1 copy each, not required if
already submitted, and if the
application tendered by the
agent is within authorized scope
of the original Power of Attorney
(POA) issued by the investor]
(required for new Mainland
Investor being the transferee
company, and if both parties of
the equity interests transfer
substituting original agents or
reissuing the original Power of
Attorney (POA)
9. Minutes of shareholders’
64
CSDs
CSD38
Items
Application for
assuming equity
interests of ROC
enterprise as
Mainland Investor
resulting from
alteration
of non-domestic
holding structure
Required Documents
meeting approving merger/
acquisition issued by the original
juridical investors
10.Merger/ Acquisition Contract
1. Application Form G (1 original)
2. Information of the ROC
enterprise whose equity
interests are assumed by the
investor
3. Report on current and future
business operations of the ROC
enterprise whose equity
interests are assumed by the
investor
4. Report on reinvestments of the
ROC enterprise whose equity
interests are assumed by the
investor
5. Report on all technology transfer
of the ROC enterprise (whose
equity interests are assumed by
the investor) as received from
ROC government (and from
ROC government-donated
foundations); and report on the
aforestated ROC enterprise’s
participation of ROC
government’s procurements/
Guidance Notes
1. The reference date for alteration of non-domestic holding structure is
required to be dated after the approval of the investment application.
2. Investors are required to submit 1 original and 9 photocopy of all
documentations (including the application form and its attachments).
3. The original “third area” investor (who is regarded as Mainland Investor
after alteration of non-domestic holding structure) is required to tender
investment applications as investor-applicant.
4. Guidance notes for “report on current and future business operations of
the ROC enterprise,” “report on reinvestments of the ROC enterprise,”
“Mainland Investor’s identifications,” “holding structure/ background
information/ and scope of business operation of the Mainland Investor,”
“Power of Attorney (POA) issued by the Mainland Investor,”
“identifications/ certifications/ qualifications of the appointed agent” are
listed in CSD 24.
5. If necessary, the Investment Commission may require other
documentations in accordance with application review requirements.
65
CSDs
Items
Required Documents
Guidance Notes
tender invitations/ counsels/
subsidies of the past 5 years
(documented on paper (a.) the
exact details of start and
termination dates, (b.) list of
items and product names or
service descriptions, and (c.)
relevant agencies giving tender
invitations; investors are not
required to submit documents
listed above if the aforestated
ROC enterprise has no
aforestated conditions, but are
required to declare that the
aforestated ROC enterprise
does not have the aforestated
conditions on the “report on
current and future business
operations of the invested ROC
enterprise whose equity
interests are assumed by the
investor”)
6. Holding structure, background
information, and scope of
business operation of the
Mainland Investor before and
after the alteration of
non-domestic holding structure;
66
CSDs
CSD39
Items
Application by
former foreign
institutional
investors (FINI)
for assuming
equity interests of
the invested ROC
enterprise, which
was previously a
domestic
exchange-listed,
over-the-counter
("OTC"), or
emerging stock
company, while
the aforestated
company has
been delisted for
one year or more
Required Documents
Guidance Notes
the original non-domestic
holding structure of the “third
area” juridical person investor
1. Application Form A or Form B
(1 original, 1 photocopy)
2. Investor identification and its
Chinese translation
(1 copy each, for initial
investments)
3. Power of Attorney (POA)
certificates and its Chinese
translation along with
identifications and certifications
of the appointed agent
[1 copy each, not required if
already submitted, and if the
application tendered by the
agent is within authorized scope
of the original Power of Attorney
(POA) issued by the investor]
4. Information of the invested ROC
enterprise
5. Declaration for Qualifications of
Foreign Investor and its
attachment (for juridical person
investors) (not required for
investors increasing capital
investments)
67
CSDs
CSD40
Items
Application by
former foreign
institutional
investors (FINI)
for transferring
(and for another
investor-applicant,
receiving)
Required Documents
Guidance Notes
6. Proof of registration to Taiwan
Stock Exchange Corporation
(TWSE) completed by the
investor (1 photocopy)
7. Report on number of shares held
by the former FINI investor
issued by the custodian bank
8. Report on number of shares held
by the former FINI investor
issued by the invested ROC
enterprise or by the shareholder
service agent
9. Permission letter (1 photocopy)
issued by Taiwan Stock
Exchange Corporation (TWSE)
or Taipei Exchange (TPEx)
approving the delisting of the
invested ROC enterprise from
Taiwan Stock Exchange (or
TPEx General Stock board, or
TPEx Emerging Stock board)
1. Investors receiving equity interests are required to tender investment
1. Application Form A or Form B
applications as investor-applicants.
(1 original, 1 photocopy)
2. Investment applications are required to contain the following:
2. Investor identification and its
(1.) Descriptions stating the transferor of equity interests acquired relevant
Chinese translation
equity interests of the invested ROC enterprise in accordance with
(1 copy each, for initial
Regulations Governing Investment in Securities by Overseas Chinese
investments)
and Foreign Nationals.
3. Power of Attorney (POA)
(2.) Specific date on which the invested ROC enterprise was delisted from
68
CSDs
Items
equity interests of
the invested ROC
enterprise, which
was previously a
domestic
exchange-listed,
over-the-counter
("OTC"), or
emerging stock
company, while
the aforestated
ROC company
has been delisted
for one year or
more
Required Documents
Guidance Notes
Taiwan Stock Exchange, TPEx General Stock board or TPEx
Emerging Stock board
certificates and its Chinese
translation along with
identifications and certifications
of the appointed agent
[1 copy each, not required if
already submitted, and if the
application tendered by the
agent is within authorized scope
of the original Power of Attorney
(POA) issued by the investor]
4. Information of the invested ROC
enterprise
5. Declaration for Qualifications of
Foreign Investor and its
attachment (for juridical person
investors receiving equity
interests) (not required for
investors increasing capital
investments)
6. Report on number of shares held
by the former foreign institutional
investor (FINI) issued by the
custodian bank
7. Proof of registration to Taiwan
Stock Exchange Corporation
(TWSE) completed by the former
foreign institutional investor
(FINI) (1 photocopy)
8. Permission letter (1 photocopy)
issued by Taiwan Stock
69
CSDs
CSD41
Items
Required Documents
Exchange Corporation (TWSE)
or Taipei Exchange (TPEx)
approving the delisting of the
invested ROC enterprise from
Taiwan Stock Exchange (or
TPEx General Stock board, or
TPEx Emerging Stock board)
Application by
1. Application form (document on
Foreign, Hong
A4 paper)
Kong, and Macao
2. Investor identification and its
juridical person who
Chinese translation
has acquired
(1 copy each)
(according to the
3. Power of Attorney (POA)
Regulations
certificates and its Chinese
Governing
translation along with
Investments in
identifications and certifications
Securities by
of the appointed agent
Overseas Chinese
[1 copy each, not required if
and Foreign
already submitted, and if the
Nationals) equity
application tendered by the
interest of a
agent is within authorized scope
domestic
exchange-listed,
of the original Power of Attorney
over-the-counter
(POA) issued by the investor]
("OTC"), or
4. Information of the invested ROC
emerging stock
enterprise
company, while the 5. Declaration for Qualifications of
aforestated juridical
Investor and its attachment (for
person has been
juridical person investors)
elected as a
6. Minutes of the shareholders’
director or
meeting (1 photocopy) at which
Guidance Notes
Declaration issued by the invested ROC enterprise is required to contain the
following:
(1.) Stating the juridical person acquired relevant equity interests (specific
amounts held on a particular date) of the invested ROC enterprise in
accordance with Regulations Governing Investment in Securities by
Overseas Chinese and Foreign Nationals.
(2.) Stating the date (month/ year) of the shareholders’ meeting on which
the investor was appointed as a director or supervisor of the invested
ROC enterprise (with the invested ROC enterprise’s corporate seal
and the seal of the responsible person)
70
CSDs
Items
Required Documents
supervisor of the
aforestated
company
the investor was appointed as a
director or supervisor of the
invested ROC enterprise
7. Proof of registration to Taiwan
Stock Exchange Corporation
(TWSE) completed by the
investor (1 photocopy)
8. Declaration (1 photocopy) issued
by the invested ROC enterprise
Guidance Notes
Appendix 1: All foreign language documents must be submitted with a Chinese translation.
Appendix 2: Required Contents and Eligibility of “Independent Expert” in “Fairness Opinion Issued by an Independent Expert” for
Investment by Foreign Nationals and Overseas Chinese
1. “Independent Expert” is referring to an attorney, certified public accountant (CPA) or securities underwriter who is a non-interested
third party outside the merger and acquisition agreement. A photocopy of qualifications of the “Independent Expert” should be
submitted. If the “Independent Expert” is a foreign national, the Investment Commission may require the qualification documents of
the aforestated “Independent Expert” to be validated by ROC embassies and Missions (or by governing authorities, or by notary
publics of the “Independent Expert’s” residing country).
2. The required contents of the “Fairness Opinion Issued by an Independent Expert” should be the following:
2.1
The backgrounds and purpose of the fairness opinion.
2.2
Basic information (e.g. statement of financial position, operating business, products, and services) of both parties of the
merger and acquisition
2.2.1
Statement of financial position should at least include (a.) concise balance sheets, (b.) income statements and (c.)
statement of changes in equity on the evaluation date and in the last two fiscal years. (Applications for division should
include a statement of financial position of the independently operated business on the evaluation date of the divided
company, or on the date prior to the reference date of division. The evaluation of ROC company’s investment in the
Mainland Area on the date of evaluation should be listed clearly and separately)
71
2.2.2
If either party of the merger/ acquisition is a non-ROC company, a statement confirming the aforestated non-ROC
company fulfills all conditions to be an eligible target of cross-border merger and acquisition should be provided: whether
the aforestated company is an enterprise with substantial business operations [i.e. (a.) continuous operation for one year
or more, (b.) having or renting fixed assets such as offices, factories, and machinery, (c.) having operational premises and
full-time employees at registrant country/ area or other countries/areas, (d.) engaging in production of goods, distribution
or services, or (e.) having two or more subsidiaries or branches with substantial business operations], or being a publicly
listed company in securities markets outside Mainland Area, or belonging to the same corporate group as the ROC
company.
2.2.3
Methods of review adopted during opinion formulation, and the necessary procedure required for its conduction (including
specific ordinances and principles adhered).
2.2.4
Factors and determinants of valuation adjustments during opinion formulation.
2.2.5
Appropriateness and suitability of relevant assumptions.
2.2.6
Conclusions drawn [fairness of the share exchange ratio concerning the respective values of the companies. For division
applications, the fairness of the price of the new shares issued by the existing or newly established company after the
independent operational department is divided (and the value of the acquired business)].
2.2.7
Required statements:
(1) The procedures adopted for review during opinion formulation are in accordance with _____ (specific regulations, standards,
and principles).
(2) The “Independent Expert” being a non-interested third party outside the merger and acquisition agreement, and that the
Fairness Opinion has been formulated in certainty, with (a.) consideration of substantial business operation and the fair
value of both parties of merger/ acquisition, and (b.) is issued with objectiveness and impartiality. The “Independent Expert”
is also required to declare that the Fairness Opinion is formulated in due diligence and certainty of the “Independent
expert’s” knowledge and information, and is willing to assume legal responsibility if found otherwise.
3. Signature and signing date of the Independent Expert.
72
Glossaries:
Domestic:
of, originated from, or affiliated to the Republic of China (Taiwan)
Non-ROC companies/ shareholders:
Foreign, Hong Kong, and Macao companies/ shareholders
(not including Mainland companies/ shareholders)
ROC:
Republic of China (Taiwan)
ROC company/ enterprise:
for-profit juridical person or enterprising organizations incorporated in accordance with
ROC law and registered by ROC government within ROC borders
73