Article 1.
The Procedures is formulated in accordance with "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" promulgated by the Financial Supervisory Commission ("Competent Authority").
The term "assets" as used in the procedures includes the following:
1.
Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
2.
Real property (including land, houses and buildings, investment property, rights to use land, and construction enterprise inventory) and equipment).
3.
Memberships.
4.
Patents, copyrights, trademarks, franchise rights, and other intangible assets.
5.
Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).
6.
Derivatives.
7.
Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
8.
Other major assets.
The engaging of derivatives transactions of Tatung Company shall be conducted in accordance with the provisions of the "Tatung Company's Procedures Governing the Engaging in Derivatives Transactions".
'Assets' acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law in the preceding paragraph, refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to the transfer of shares from another company through issuance of new shares of its own as the consideration therefore under Article 156, paragraph 8.
Article 2.
Public announcement and regulatory filing procedures for the Acquisition and Disposal of Assets of the company:
Under any of the following circumstances, the company acquiring or disposing of assets shall publicly announce and report the relevant information on the Competent Authority and Taiwan Stock Exchange Corporation’s designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event:
1.
Acquisition or disposal of real property from or to a related party, acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT $300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds.
2.
Merger, demerger, acquisition, or transfer of shares.
3.
Where an asset transaction other than any of those referred to in the preceding two subparagraphs, or an investment in the mainland China area, reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
(1)
Trading of government bonds.
(2)
Securities trading by investment professionals on foreign or domestic securities exchanges or over-the-counter markets.
(3)
Trading of bonds under repurchase/resale agreements, or subscription or redemption of domestic money market funds.
(4)
Where the type of asset acquired or disposed is equipment for business use, the trading counterparty is not a related party, and the transaction amount is less than NT$500 million.
(5)
Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, or where the amount the company expects to invest in the transaction is less than NT$500 million.
The amount of transactions above shall be calculated as follows:
1.
The amount of any individual transaction within the preceding year.
2.
The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.
3.
The cumulative transaction amount of real property acquisitions and disposals(cumulative acquisitions and disposals, respectively) within the same development project within the preceding year.
4.
The cumulative transaction amount of acquisitions and disposals(cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
"Within the preceding year" as used in the previous paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.
When the company, at the time of public announcement, makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety.
The company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and certified public account, attorney, and securities underwriter opinions at the company headquarters, where they shall be retained for 5 years except where another act provides otherwise﹔whereas professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the company with appraisal reports, certified public accountants' opinions, attorneys' opinions, or underwriters' opinions shall not be a related party of any party to the transaction.
Where any of the following circumstances occurs with respect to a transaction that the company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the Competent Authority and Taiwan Stock Exchange Corporation within 2 days commencing immediately from the date of occurrence of the event:
1.
Change, termination, or rescission of a contract signed in regard to the original transaction.
2.
The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
3.
Change to the original, publicly announced and reported information.Information required to be publicly announced and reported in accordance with the preceding provisions on acquisitions and disposals of assets by a subsidiary of the company that is not itself a public company in Taiwan, shall be reported by the company.
The paid-in capital, or total assets of the company, shall be the standard for determining whether or not a subsidiary referred to in the preceding paragraph is subject to paragraph 1 requiring a public announcement and regulatory filing in the event the type of transaction specified therein reaches 20 percent of paid-in capital or 10 percent of the total assets.
The aforementioned Date of occurrence, Related party, Mainland China area investment, and Subsidiaries are defined as follows:
1.
Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
2.
Related party: As defined in Statement of International Accounting Standards No. 24 recognized by the competent authority.
3.
Mainland China area investment: Refers to investments in the mainland China area conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area announced by the Ministry of Economic Affairs Investment Commission of ROC.
4.
Subsidiaries: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Professional appraiser in the Procedures refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or other fixed assets.
Article 3.
The evaluation procedures for the acquisition and disposal of assets of the Company are as follows:
1.
In acquiring or disposing of real property or equipmentwhere the transaction amount reaches 20 percent of the company's paid-in capital or in excess of NT$300 million, the company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report designated by the Competent Authority and Taiwan Stock Exchange Corporation from a professional appraiser prior to the date of occurrence of the event and shall further comply with the following provisions:
1.
Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.
2.
Where the transaction amount is in excess of NT$1 billion, appraisals from two or more professional appraisers shall be obtained.
3.
Where any one of the following circumstances applies with respect to the professional appraiser's results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation(ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
(1)
The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
(2)
The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
4.
No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is applied and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.
2.
The company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company in advance for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or in excess of NT$300 million, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. If the certified public account needs to use the report of an expert as evidence, the certified public account shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Competent Authority.
3.
Where the company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20 percent or more of paid-in capital or in excess of NT$300 million, except in transactions with a government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the certified public account shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation.
4.
The calculation of the transaction amounts referred to in the preceding three subparagraphs shall be done in accordance with Article 2, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a certified public accountant's opinion has been obtained need not be counted toward the transaction amount.
5.
Where the company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or the certified public accountant's opinion.
Article 4.
When the company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or in excess of NT$300 million, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by more than half of all audit committee members and submitted to the board of directors for a resolution, and shall be subject to mutatis mutandis application of Article 20, paragraphs 3 and 4:
1.
The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
2.
The reason for choosing the related party as a trading counterparty.
3.
With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 5 and Article 6.
4.
The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the company and the related party.
5.
Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
6.
An appraisal report from a professional appraiser or a certified public accountant's opinion obtained in compliance with the preceding article.
7.
Restrictive covenants and other important stipulations associated with the transaction.
The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 2, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors need not be counted toward the transaction amount.
With respect to the acquisition or disposal of business-use equipment between a public company and its parent or subsidiaries, the company's board of directors may delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting.
When a matter is submitted for discussion by the board of directors pursuant to paragraph 1, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
Article 5.
The company that acquires real property from a related party shall evaluate the reasonableness of the transaction costs by the following means:
1.
Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
2.
Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties.
Where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.
The Company that acquires real property from a related party and appraises the cost of the real property in accordance with subparagraph 1 and subparagraph 2 of paragraph 1 shall also engage a certified public accountant to check the appraisal and render a specific opinion.
Where the company acquires real property from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Article 4 and the preceding three paragraphs do not apply:
1.
The related party acquired the real property through inheritance or as a gift.
2.
More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property to the signing date for the current transaction.
3.
The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.
Article 6.
When the results of the company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 7. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a certified public accountant have been obtained, this restriction shall not apply:
1.
Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
(1)
Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
(2)
Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices.
(3)
Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in accordance with standard property leasing market practices.
2.
Where the company acquiring real property from a related party provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.
"Completed transactions for neighboring or closely valued parcels of land" in the preceding paragraph in principle refers to parcels on the same, or an adjacent block, and within a distance of no more than 500 meters, or parcels close in publicly announced current value; "transaction for similarly sized parcels" in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; "within the preceding year" refers to the year preceding the date of occurrence of the acquisition of the real property.
Article 7.
Where the company acquires real property from a related party and the results of appraisals conducted in accordance with Article 5 and Article 6 are uniformly lower than the transaction price, the following steps shall be taken:
1.
A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.
2.
The provisions set out in Article 17, paragraph 1, subparagraph 2 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies", applied mutatis mutandis to the independent directors of an audit committee who shall comply with the Article 218 of the Company Act.
3.
Actions taken pursuant to subparagraph 1 and subparagraph 2 shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
The company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Competent Authority has given its consent.
When the company obtains real property from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arms' length transaction.
Article 8.
The operating procedures for the acquisition or disposal of assets of the company:
The units responsible for implementation, and the transaction process:
1.
In acquiring or disposing of fixed assets or real property:
(1)
The acquiring or disposing of fixed assets or real property of the company shall be in accordance with its manners of internal control systems. Besides, the amount of authority delegated shall also be in accordance with "authorization and deputy system",and relevant provisions refer to internal control systems.
(2)
The acquiring or disposing of real property and fixed assets of the company, after having presented pursuant to preceding paragraph, shall be implemented by the Company's user and manager departments.
2.
In acquiring or disposing of securities:
(1)
The acquiring or disposing of securities of the company shall be in accordance with its manners of Internal Control Systems. Besides, the amount of authority delegated shall also be in accordance with "authorization and deputy system", and relevant provisions in regard to internal control systems.
(2)
The acquiring or disposing of securities of the company, after having presented and approved pursuant to preceding paragraph, shall be implemented by the company's Directorate-General of Finance, and Accounting.
3.
In acquiring or disposing of other assets:
(1)
The acquiring or disposing of other assets of the company shall be in accordance with its manners of Internal Control Systems. Besides, the amount of authority delegated shall also be in accordance with "the system of authorization and deputy", and relevant provisions refer to internal control systems.
(2)
The acquiring or disposing of other assets of the company, after having presented and approved pursuant to preceding paragraph, shall be implemented by the company's user department, Directorate-General of Finance, and Accounting or Administration department.
Article 9.
Total amounts of assets acquired by the company and each subsidiary and limits:
1.
The investment scope of the company shall be in accordance with the articles of incorporation.
2.
The company acquiring or disposing of long-term and short-term investments for every transaction shall not exceed 20 percent of the company's paid-in capital, and accumulated not exceed 15 percent of the company's paid-in capital in the fiscal year.
3.
The company acquiring or disposing of fixed assets for every transaction shall not exceed 30 percent of total amounts of the company's fixed assets.
4.
The company acquiring or disposing of real property for non-business use shall not exceed 30 percent of the company's paid-in capital.
5.
Total amounts of real property by the company's subsidiary for non-business use, shall not exceed 40 percent of the total amount of subsidiary's assets.;The company's each subsidiary investing securities shall not exceed 60 percent of total amounts of the subsidiary's assets.
6.
The subsidiary, which functions as a professional investment company, or otherwise provided in its Article of Incorporation, shall be free from restrictive requirement set out in the preceding paragraph.
Where the limits on acquiring or disposing assets set by a subsidiary of the company that is itself a public company shall be in compliance in the provisions of the limits.
Where the transaction amount of acquisition or disposal of assets by the Company or its subsidiary exceeds the limit, the transaction shall be submitted for discussion and approval in advance by the board of directors.
Article 10.
The control procedures for the acquisition and disposal of assets by subsidiaries shall be in compliance with the provisions of the "Implementation procedures for supervision and evaluation by Tatung Co., Ltd. to Subsidiaries and reinvestments".
Article 11.
Penalties for personnel violating the Procedures shall comply with the company personnel rules and regulations.
Article 12.
The company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a certified public accountant, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage.
Article 13.
The company participating in a merger, demerger, acquisition, or transfer of shares shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply.
Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.
Article 14.
A company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the same day to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the Competent Authority is notified in advance of extraordinary circumstances and grants consent.
A company participating in a transfer of shares shall call a board of directors meeting on the same day, unless another act provides otherwise or the Competent Authority is notified in advance of extraordinary circumstances and grants consent.
When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference:
1.
Basic identification data for personnel:including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.
2.
Dates of material events:including the dates of the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting.
3.
Important documents and minutes:including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors meetings.
When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days commencing immediately from the date of passage of a resolution by the board of directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph for recordation.
Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of paragraphs 3 and 4.
Article 15.
Every person participating in, or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.
Article 16.
Public companies participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:
1.
Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
2.
An action, such as a disposal of major assets, that affects the company's financial operations.
3.
An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
4.
An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
5.
An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
6.
Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
Article 17.
The contract for participation by a public company in a merger, demerger, acquisition, or transfer of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:
1.
Handling of breach of contract.
2.
Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
3.
The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
4.
The manner of handling changes in the number of participating entities or companies.
5.
Preliminary progress schedule for plan execution, and anticipated completion date.
6.
Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.
Article 18.
After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
Article 19.
Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the public company(s) shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Article 14, Article 15, and Article 18.
Article 20.
When a matter is submitted for discussion by the board of directors pursuant to the handling procedures, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

Adoption or amendment pursuant to the handling procedures, which shall be subject to the consent of one-half or more of all audit committee members and be submitted to the board of directors for a resolution.

If approval of more than half of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.

The terms "all audit committee members" in the preceding paragraph and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.
Article 21.
For the calculation of 10 percent of total assets under the Procedures, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
Article 22.
After the procedures have been approved by the board of directors, they shall be submitted to a shareholders' meeting for approval; the same applies when the procedures are amended.