2023-09-18Taiwan Company Qualification of Investors from Mainland China
(1) |
The calculation shall be based on the third-area company’s total capital contribution (or its total issued and outstanding common and special shares) at present, excluding stock options, or share call options, or bonds, or any other instruments convertible to common shares. |
(2) |
Calculation of the direct or indirect shareholding (or capital contribution) percentage shall be based on the “Tiered Recognition Calculation Method”. Accordingly, the second-tier shareholder, if having more than thirty percent of shares held by (or being controlled by) Mainland Area individual, legal person, organization or any other institution in aggregate, shall be deemed to be a Mainland Area investor, and shall account all of its shareholding to the first-tier shareholder as the first-tier shareholder’s Mainland Area equity. |
(3) |
Third-area company investor (i.e. the investment applicant), as well as any company within its shareholder structure, if being listed (or registered over-the-counter) on an overseas stock exchange, shall calculate its shareholding (or capital contribution) percentage based on the shareholder register at a special reference date. The special reference date shall be designated after the company’s latest book closure date. |
(1) |
Having control over the majority of the votes pursuant to an agreement with other investors; |
(2) |
Having control over the financial, operational, and/or human resources policies pursuant to the law or regulations or contractual commitments; |
(3) |
Having the right to appoint or discharge a majority of the directors on the board (or other organizations determining the company’s operational policies), which has control over the company’s operations; |
(4) |
Having control over the majority of the votes of the directors on the board (or other organizations determining the company’s operational policies), which has control over the company’s operations; or |
(5) |
Other circumstances evidencing having control power in accordance with the International Financial Reporting Standards (IFRS) or ROC Statements of Auditing Standards |