Regulations Governing Public Tender Offers for Real Estate Investment Trust Beneficiary Securities Article 32

The section on the source(s) of the consideration for the public tender offer shall include the following particulars:1. An itemized statement of the offeror's proprietary funds to be used as consideration, which shall provide a detailed description of the investment framework, the backgrounds of the investors at each tier, the concrete sources and details of the funds, including the identities of the ultimate providers of the funds and the plans relating to the funds arrangements. If the public tender offeror is a company and pays the tender offer consideration with the company's own funds, it shall explain the reasonableness of the source of the funds for this tender based on an analysis of solvency, cash flow, and profitability as shown in the financial reports from the most recent 2 fiscal years prior to the public announcement of this public tender offer.2. If financing is to be used in the purchase of the securities, the prospectus shall provide a detailed description of all financing plans, including the source of the financing, the lender and the borrower, and the collateral.The public tender offeror shall issue a written undertaking that it bears the obligation to perform payment of the tender offer consideration, along with the documentation of all agreements or covenants in connection with the funds arrangement, which all shall be publicly announced together with the prospectus.
中文原文 公開收購不動產投資信託受益證券管理辦法第32條
公開收購對價來源應記載下列事項:
一、自有資金明細,應詳細說明投資架構、各層次投資人背景、資金之具體來源及明細,包含資金最終提供者之身分及相關資金安排計畫。
公開收購人為公司且以公司自有資金支付收購對價者,應以本次公開收購公告前最近二年度之財務報告,按償債能力、現金流量及獲利能力等分析說明本次收購資金來源之合理性。
二、如有以融資方式取得者,應詳細載明所有融資計畫內容,包含融資資金來源、借貸雙方、擔保品等。
公開收購人應出具負履行支付收購對價義務之承諾書,連同資金安排之所有協議或約定之文件,併同公開收購說明書公告。

English translation for reference only; the Chinese text prevails. Not legal advice.