| Legislative： |
1. Promulgated on November 27, 1992
2. Article 11 was amended on June 25, 1993
3. Articles 4 and 5 were amended on August 29, 1994
4. Full text was amended on June 3, 1998
5. Articles 6 and 9 were amended on November 15, 2000
6. Amended on December 12, 2001 |
| Content： |
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 2
These Rules are applicable to all employees defined in Article 12 of
the Enforcement Rules (the “Employees”).
Article 3
Upon the sale of shares in the privatization of subordinate state-owned
enterprises under the Ministry of Economic Affairs （the “Subordinate
Enterprises”） pursuant to the Statute, the Employees may subscribe
the state-owned shares pursuant to these Rules.
Article 4
Upon subscribing shares in privatized state-owned enterprises pursuant
to these Rules, the Employees may subscribe the shares directly without
undergoing public offering procedures.
Article 5
The sum of shares subscribed by the Employees of the respective
Subordinate Enterprise (including the amount for subscription, the
amount for additional subscription, and the shares reserved for
long-term shareholding) shall not exceed 35% of the total number of
shares issued by the respective Subordinate Enterprise.
The term "the total number of shares issued" referred to in the
preceding Paragraph shall mean the number of shares representing the
paid-in capital received in the initial offering of the government-owned
shares.
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 8
The amount for additional subscription referred to in Paragraph 1, Article 5
shall mean the additional shares that an Employee may subscribe within the
limit of the amount for subscription as stated in the preceding Article upon
the release of the government-owned shares. The respective Subordinate
Enterprise shall take into consideration the seniority, rank, performance or
other relevant factors of an Employee to determine the number of additional
shares such Employee is entitled to subscribe.
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.
Article 10
The Employees of Subordinate Enterprises that release all government-owned
shares in a single issue during privatization, may fully subscribe the shares
calculated pursuant to the amount for subscription provided in Paragraph 1,
Article 7 and additional subscription shares calculated pursuant to Article 8.
For Subordinate Enterprises that release the government-owned shares in more
than one issue during privatization, the formula for calculating the
subscription amount of the shares pursuant to Paragraph 1, Article 7 by the
Employees in each issue is as follows:
Number of shares that may be amount for subscription X percentage of shares released
subscribed by
the Employees = ───────────────────────────────────────
in each sale percentage of shares to be further released in the privatization
The term “percentage of shares released” shall mean the percentage of the
number of shares released in a given issue to the number of shares
representing the paid-in capital received in the release of government-owned
shares for the first time. The term “percentage of shares to be further
released in the privatization” shall mean the balance of 51% of the issued
shares minus the percentage of privately-owned shares on the date of first
release of government-owned shares.
The number of shares available for subscription for the last time for an
Employee shall be the balance of the amount for subscription in Paragraph
1, Article 7 minus the number of shares which have been subscribed by the
Employees during past share issues.
Article 11
In cases where the Executive Yuan has ordered the public offering and sale
of government-owned shares to the public on favorable terms, the MOEA shall
determine the amount for subscription and the subscription price for the
Employees in that given sale and submit a plan of share release for approval
of the Executive Yuan to approve.
Article 12
An Employee may subscribe the shares within the amount for subscription and
amount for additional subscription in each issue of government-owned shares.
The shares thus subscribed may not be transferred. An Employee shall pay in
full the total price for the shares subscribed within the specified payment
period. An Employee is deemed to have waived the rights to subscribe shares
if the Employee fails to subscribe or pay fully for the shares.
Article 13
In the privatization of a Subordinate Enterprise (whether government-owned
shares are released in one issue or several issues), an Employee shall forfeit
his or her rights to subscribe the shares calculated pursuant to Paragraph 1,
Article 7, as well as his or her rights to the additional shares calculated
pursuant to Article 8 that have not yet been subscribed if he or she resigns
before the date when the number of subscribed shares in a given sale is
calculated.
Article 14
For the number of shares calculated pursuant to Paragraph 1, Article 7 and
the number of additional shares calculated pursuant to Article 8, if an
Employee waives or forfeits his or her rights to subscribe all or part of
the said shares, the Ministry of Economic Affairs or the respective
Subordinate Enterprise designated by the Ministry of Economic Affairs may
seek the “specified persons” as defined in Subparagraph 3, Paragraph 1,
Article 22-2 of the Securities and Exchange Law to subscribe the said
shares, or resort to other means permissible under the Securities and
Exchange Law to sell the said shares.
Article 15
The Criteria shall come into force upon the promulgation. |