Article 11
Any merger that falls within any of the following circumstances shall be filed with the competent authority in advance:
1.as a result of the merger the enterprise(s) will have one third of the market share?
2.one of the enterprises in the merger has one fourth of the market share? or
3.sales for the preceding fiscal year of one of the enterprises in the merger exceeds the threshold amount publicly announced by the competent authority.
The threshold amount of the sales referred to in Subparagraph 3 of the preceding paragraph shall include the sales amount of an enterprise that is controlled by, controlling, or affiliated with the enterprise in the merger, and of an enterprise where both it and the enterprise in the merger are controlled by the same enterprise or enterprises. The calculation method shall be publically announced by the competent authority.
A person or a group that has controlling interest in an enterprise is deemed as an enterprise pertinent to the provisions of this Act with regards to merger.
The controlling interest as referred to in the preceding paragraph means that the person or the group, as referred to in the preceding paragraph, and their related persons, hold a majority of the total number of outstanding voting shares or the total capital of the said enterprise.
The scope of the related persons as referred to in the preceding paragraph is defined as follows:
1.The same natural person, and the natural person’s spouse, as well as the person’s blood relatives within the second degree of kinship.
2.An enterprise in which the person, referred to in the preceding subparagraph, holds more than one half of the total number of outstanding voting shares or total capital.
3.An enterprise in which the person, referred to in Subparagraph 1, acts as its chairman, president or the director representing a majority of directors.
4.The same group and its representative, manager, or any other person with representing authority, and his/her spouse, as well as his/her blood relatives within the second degree of kinship.
5.The same group and the enterprise in which the natural person of the preceding subparagraph holds more than one half of the total number of outstanding voting shares or total capital.
The sales amount as referred to in Paragraph 1 Subparagraph 3 shall be announced separately by the competent authority in different industries.
Enterprises shall not proceed to merge within a period of 30 working days starting from the date the competent authority accepts the complete filing materials, provided that the competent authority may shorten or extend the period as it deems necessary and notifies in writing the filing enterprise of such change.
Where the competent authority extends the period in accordance with the proviso of the preceding paragraph, such extension may not exceed 60 working days? for cases of extension, decisions on the filing shall be made in accordance with the provisions of Article 13.
Where the competent authority fails to notify of the extension as referred to in the proviso of Paragraph 7 or make any decision as referred to in the preceding paragraph before the period expires, the enterprises may proceed to merge provided that the merger may not proceed under any of the following circumstances:
1.Where the filing enterprises consent to a further extension of the period.
2.Where the filing contains any false or misleading item.
The competent authority may ask for external opinions for the merger filed, and if necessary, entrust the academic research institutions to provide the opinion of the industrial economic analysis. Provided that one of the enterprises in the merger does not agree to the merger, the competent authority shall provide the cause of the merger to it and ask for its opinion.
The competent authority shall make a decision of the merger of the proviso of the preceding paragraph in accordance with the provisions of Article 13.