Upon the occurrence of major transaction or the Taiwan companies’ merger invested by foreign entrepreneurs, MOEA usually request the applicant to present the independent expert opinion. Independent expert is referred as the third party like lawyer, accountant or securities broker who is not involved with the merger or others, so the qualification certificate of such experts is also required. In the condition of the expert being a foreigner, it is required to notarize the qualification certificate by the local notary offices.
The issuance of independent expert opinion letter should include the following contents:
The background and goal of issuance;
The financial information of mutual parties, including the balance sheet, profit-and-loss statement, and shareholder equity changes statement;
If one party to the merger is a foreign company, it shall state that the foreign company meets the cross-country merger requirements, including whether it is a company with actual business activities, a company with business premises and full-time employees in the place of registration or other regions, and is engaged in manufacturing, selling or providing Labor services; Or have two or more companies or branches engaged in actual business activities, or companies listed and traded in the securities market outside Chinese mainland, or companies belonging to the same group as Taiwan companies.
The ordinances and principles to follow of the opinion letter
Adjustment factors of reference price for merger or division and the way to determine;
Related hypothesis or the justification of value.
In addition to the above contents, the opinions on the expression of rationality issued by independent experts also need to specifically declare that they are not holding interest relationship in both parties. The opinions on rationality have been made in an objective, fair, independent and detached position, and bear legal responsibilities.
Disclaimer
All information in this article is only for the purpose of information sharing, instead of professional suggestion. Kaizen will not assume any responsibility for loss or damage.
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