Laws Information

法規資訊

Transaction

Amendment

Article 1
These Rules are enacted pursuant to Article 12 of the Statute for Transforming State-owned Enterprises into Privately-owned Enterprises (the "Statute").
For matters not stipulated in these Rules, the Enforcement Rules of the Statue for Transforming state-owned Enterprises into Privately-owned Enterprises (the “Enforcement Rules”) shall govern.

Article 6
The price of the shares subscribed pursuant to “the amount for subscription” in the first Paragraph of Article 5 shall be equal to the lowest sale price of concurrently released shares. The subscription price of shares sold overseas or in the form of overseas depository receipts shall be the overseas underwriting price converted to New Taiwan Dollars or the domestic closing price of that stock on the pricing date for overseas sale, whichever is lower.
If an Employee voluntarily submits all or part of the shares subscribed in the same sale to an institution designated by the respective Subordinate Enterprise for centralized deposit, and covenant that such shares shall not be pledged or transferred in two years, the shares so deposited may be subscribed at 90% of the subscription price stated in the first Paragraph. If the Employee covenants that such shares shall not be pledged or transferred for three years, the shares so deposited may be subscribed at 80% of the subscription price stated in the first Paragraph.
The price of the shares subscribed pursuant to “the amount for additional subscription” in the first Paragraph of the preceding Article shall be equal to the lowest sale price of concurrently released shares.

Article 7
The term “mount for subscription” referred to in Paragraph 1, Article 5 shall be an amount equivalent to 24 times the aggregate average salary paid by the respective Subordinate Enterprise and divided by the initial subscription price. Each Subordinate Enterprise shall take into consideration the seniority, rank, performance or other relevant factors of an Employee to determine the number of shares such Employee is entitled to subscribe.
The term “aggregate average salary amount” referred to in the preceding Paragraph shall mean the monthly average of the total amount of salaries paid to the Employees calculated based on the criteria provided for in Article 14 of the Enforcement Rules for the period of twelve months before the month in which the government-owned shares of the respective Subordinate Enterprise were initially released (excluding the month of release) after the implementation of the Statute as amended on November 29, 2000. The term “initial selling price” shall mean the selling price of the government-owned initial shares released by each Subordinate Enterprise after the implementation of the Statute as amended on November 29, 2000. If there is more than one selling price for the initial issue of government-owned shares, the lowest selling price shall apply.
The term “the month in which the government-owned shares were initially released” shall mean the month which the date of the close of the public auction, negotiation of private transfer or filing to the Securities and Futures Commission for public underwriting.
The unit for calculating the amount for subscription referred to in Paragraph 1 shall be one share, anything less than one share shall not be calculated.

Article 9
If an Employee keeps the shares subscribed pursuant to Paragraph 1, Article 7 for one, two or three years after the date of close of subscription payment, such Employee may subscribe additional shares based on a percentage of the number of the shares originally subscribed at the face value price upon expiry of the required holding period. Nevertheless, if the original subscription price was lower than 14 New Taiwan Dollars, the price for additional subscription shall be 70% of the original subscription price. The percentage for additional subscription shall be as follows:

┌──────┬───────┬───────┬───────┐
│Original su-│Percentage of │Percentage of │Percentage of │
│bscription  │additional su-│additional su-│additional su-│
│price (New  │bscription for│bscription for│bscription for│
│Taiwan Doll-│shareholding  │shareholding  │shareholding  │
│ars)        │over one year │over two years│over three ye-│
│            │              │              │ars           │
├──────┼───────┼───────┼───────┤
│Less than 20│18%           │25%           │39%           │
├──────┼───────┼───────┼───────┤
│Over 20 but │10%           │12%           │16%           │
│less than 30│              │              │              │
├──────┼───────┼───────┼───────┤
│Over 30 but │8%            │9%            │12%           │
│less than 60│              │              │              │
├──────┼───────┼───────┼───────┤
│Over 60     │6%            │7%            │9%            │
└──────┴───────┴───────┴───────┘

The number of reserved shares for long-term shareholding shall be the same as that calculated for additional subscription pursuant to the preceding Paragraph. The unit for calculating the number of reserved shares for long-term shareholding is one share. Anything less than one share shall not be calculated.
After an Employee resigns or retires, the provision regarding additional subscription as stated in Paragraph 1 is still applicable to shares subscribed pursuant to Paragraph 1, Article 7 during his or her employment.