Page 119 - Q26 -

¥ÿ≈æ“À

of first refusal, pre-emptive right, drag-along,
(23)
tag-along and information right provisions.

It is important to note that, in the case of

SET-listed company, if the terms and

conditions of the SHA require certain
shareholders to cast their votes in the same

direction, these shareholders may be deemed

to be çconcert partiesé whose acquisition or

disposition of listed shares may be considered

in aggregate and trigger the 5% report and/or

mandatory tender offer requirement (to be

discussed in Paragraph 3.2.1.3).

(23)
çRight of first refusalé entitles the existing shareholders to acquire shares to be sold by
another existing shareholder before they are offered to a third party. çPre-emptive righté

grants the existing shareholders a priority in subscribing for the shares newly issued
through the companyûs capital increase, according to their pro rata shareholdings in the
company. çDrag-along righté allows the majority shareholder to force the remaining
shareholders to participate with the majority shareholder in selling its shares in the
company, and serves to prevent the minority shareholder from blocking the sale transaction.
çTag-along righté entitles the minority shareholder to participate in the sale of shares
by the majority shareholder, and serves to ensure greater liquidity of the shares held by
minority shareholders, among others. çRight to receive informationé ensures that the
shareholders shall receive information on important matters from the company, such as

information on the business plan of the company. See, e.g., INTERNATIONAL HANDBOOK ON
SHAREHOLDERSû AGREEMENTS: REGULATION, PRACTICE AND COMPARATIVE ANALYSIS (Sebastian Mock,
Kristian Csach & Bohumil Havel eds., De Gruyter 2018).

108 ‡≈à¡∑’Ë Ò ªï∑’Ë ˆ˜