Article 13 The “Information on the dilution of indicator per share” prescribed in the Article 22, Paragraph 1, Item 2 of the Rules shall mean the dilutive shares-adjusted net profit amount per share in the current financial year prescribed in the Article 95-5-3, Paragraph 1 of the Rules Concerning the Terminology, Form, and Preparation Method regarding Financial Statements, Etc. and the “status of dilutive shares” shall mean the number of shares by assuming the exercise of rights attached to the dilutive shares
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prescribed in the same Paragraph after the issuance of the Share Certificates, etc. under a public offering of Share Certificates, etc. (excluding the Preferred Equity Investment Certificates, Real Estate Investment Trust Certificates, and Beneficiary Certificates of Foreign Share Trust) divided by the number of outstanding shares immediately before the issuance of such Share Certificates, etc.
(Process of Book Building)
Article 14 The process of Book Building stipulated in Article 25, Paragraph 2 of the Rules shall be prescribed in the following:
(1) Determination of Tentative Terms and Conditions
A Regular Member Underwriter shall take into account the matters prescribed in (a), (b), or (c) below in a comprehensive manner depending on the classification set forth in (a), (b), or (c) below, and determine the Tentative Terms and Conditions in consultation with the issuer or Secondary Distributor:
(a) Determination of the Tentative Terms and Conditions of any public offering or a secondary distribution of Share Certificates, etc. for an Initial Public Offering (excluding the listing of Share Certificates, etc. issued by an issuer (hereinafter referred to as a “Foreign Market Listed Issuer”) whose Share Certificates etc. listed in a Foreign Financial Instruments Market (including the Over-The-Counter market; the same shall apply hereinafter) in a Domestic Financial Instruments Exchange Market).
(i) Business profile, financial condition, and business performance of the issuer of the Share Certificates, etc. for the public offering or a secondary distribution;
(ii) Opinions from persons who have professional knowledge and experience in investment in securities; and
(iii) Other materials and opinions that may be referenced for the determination of the Tentative Terms and Conditions.
(b)Determination of the Tentative Terms and Conditions of the public offering or a secondary distribution of Share Certificates, issued by a listed issuer or Foreign Market Listed Issuer
(i) The market value and liquidity of the Share Certificates, Preferred Equity Investment Certificates, Real Estate Investment Trust Certificates, or Beneficiary Certificates of Foreign Share Trust of the issuer of the Share Certificates, etc. for public offering or secondary distribution and the Financial Instruments Markets (for Beneficiary Certificates of Foreign Share Trust, if foreign share certificates that are trusted securities prescribed in Article 2-3, Item 3 of the Enforcement Order of the Financial Instruments and Exchange Act are listed in a Foreign Financial Instruments Market, such Financial Instruments Market shall be included) in which the Share Certificates, Preferred Equity Investment Certificates, Real Estate Investment Trust Certificates, or Beneficiary Certificates of Foreign Share Trust are publicly disclosed;
(ii) Business profile, financial condition, and business performance of the issuer of the Share Certificates, etc. for the public offering or secondary distribution; and
(iii) Other materials and opinions that may be referenced for the determination of the Tentative Terms and Conditions.
(c) Determination of the Tentative Terms and Conditions of the public offering of Corporate Bond Certificates, etc.
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(i) Credibility of the issuer of Corporate Bond Certificates, etc. for public offering, and summary of issuance terms and conditions
(ii) Opinions from persons who have professional knowledge and experience in investment in securities;
(iii) Matters that may be referenced depending on the type of public offering such as yield of corporate bonds that have already been issued by the issuer of the Corporate Bond Certificates, etc. for the public offering, yield of Corporate Bond Certificates, etc. issued by an issuer who has credibility similar to that of the issuer of the Corporate Bond Certificates, etc. for the public offering, trading reference prices, etc.;
(iv) Other materials and opinions that may be referenced for the determination of the Tentative Terms and Conditions.