The International Monetary Fund points out that four kinds of financial crisis in the world financial markets currency crisis, external debt crisis, bank crisis and systematic crisis . Taiwan could be happened in bank crisis and could have potentially impaired the economies of Taiwan. That was reason why Government protected banking industry avoiding collapse and bankruptcy. This paper details why Private Equity Fund M&A Taiwan domestic bank and the effects on financial markets. Since 2006 Carlyle Group one of a global private equity investment firm takeover bid for Advanced Semiconductor Engineering Inc (¤é¤ë¥ú¥b¾ÉÅé)--the world's top chip packager for US$5.45 billion- Private Equity Firm had known for Taiwan financial markets. The Government refused the plan due to that takeover bid may weakening the local capital market and leading to an outflow of investment into China. Foreign investment in Taiwan's banking industry is not new, but the acquisition of domestic banks has only become available to Private Equity Fund recently. The domestic banking industry has become a lucrative target for foreign investors not only of the Government has a policy of limiting the quantity of banking branches but also lower P/B in Asia region. Since 1997s, a striking feature in the development of Taiwan banking industry structure is the significant decline in the performance of banks while the steadily increase in the number of bank branches and caused by overbanking in Taiwan. As Taiwan slowly opens its banking industry after second round banking reformation in 2001, global M&A trends also had impacts on Taiwan, foreign financial institutions are increasingly looking to make strategic and financial investments. This paper gives a brief description of the development in the past 10 years, analyzes the driving forces on the merger of financial institutions From this research, we could come to the conclusions as follows: 1. A financial investment in domestic banks is a win-win for the various parties Private equity fund M&A of domestic commercial banks not only a very good source of capital in Taiwan, but also, through the competition of foreign banks, stimulates domestic financial institutions to upgrade operational skills and management, and improve operational efficiency and competitiveness, thus contributing to the upgrading of the financial system. 2. This paper using threshold regression model to find an adequate branch numbers of Commercial Banks industry in Taiwan. We found significant evidence good for the shareholders equity only when the branch numbers are larger than 88. 3. On the view of bank branch, the next target acquired company is Far Eastern International Bank(35 branches) ,Jih Sun Bank(36 branches) , King¡¥s Town Bank(62 branches) ,Taichung Commercial Bank(78 branches).ABN AMRO Bank(Taiwan)M&A Taitung Business Bank, the branches from 5 to 37, not to meet the bank's need for scale economics in Taiwan markets and should be M&A again 4. Private Equity Fund aims to pursue long term total return primarily through investment in equities and equity-related securities but had unique niche in resolving banking risk and corporate governance. also capitalized on the recovery of financial markets after the financial crisis in Taiwan banking indusdry According to experience of Private-Equity Firm to merge to banking industry in Korea Private Equity Fund exit their investments at last within 5-7 years after turned the bank successfully around 5. It's difference type of entering the Taiwan market through the acquisitions of banks, one is strategic investment (e.g.,Citigroup and Standard Chartered) and financial players (e.g., Newbridge Capital, The Carlyle Group).Strategic investment made a goal to construct a plateform to link Taiwan and China

Thesis (MBA (Business Management))--University of Stellenbosch, 2007. / ENGLISH ABSTRACT: Private equity has been dominating the news recently both as an asset class and a tool to facilitate market efficiency in South Africa. Many private equity funds have had good returns in recent times. However, many pension funds still shun away from this asset class, mainly due to lack of understanding of the risk inherent in this asset class, and in its potential overall risk diversifying characteristics. Regulation 28 of the Pension Fund Act, prescribes maximum allocation of five percent to unlisted assets and that includes private equity as an asset class. One of the reasons why investors don't understand this asset class is the lack of comparable data relative to the listed asset classes such as listed equities and listed bonds. From these asset classes, people get data on a daily basis and they are able to understand the daily prices and values of their portfolio. They can also try to value the individual stocks within their portfolio by using variables such as price earnings ratio and dividend yields, as that information is freely available. This research tries to use the listed private equity companies to establish a Private Equity Index. The criteria used are the same as the ones used by Bilo, Christophers, Degosciu and Zimmennann (2004) when they created a Listed Private Equity Index (LPE), which is made up of 114 global listed private equity companies mainly from Europe and North America. The South African Index was created from six companies, and even though the sample looks small, the results were good enough to justify further studies on the same line and to encourage more listings of these types of companies. The Index was then analysed using modem portfolio analysis and optimisation tools to understand the risk and return characteristics of this asset class and how it behaves when blended with other asset classes. The results suggest that this asset class is under allocated and there is a need to create a more representable index even on an IRR basis. / AFRIKAANSE OPSOMMING: Privaataandele het onlangs die nuus oorheers, beide as 'n bateklas sowel as 'n instrument om die markdoeltreffendheid in Suid-Afrika te fasiliteer. Talle privaataandeelfondse het onlangs goeie opbrengste opgelewer. Baie pensioenfondse skram egter steeds weg van hierdie bateklas, hoofsaaklik weens 'n kennisgebrek van die risiko wat inherent is aan die bateklas en die potensiele risikoverskansing wat die bateklas bied. Regulasie 28 van die Pensioenfondswet vereis dat 'n maksimumtoewysing van vyf persent in ongenoteerde bates bele mag word en dit sluit privaataandele as 'n bateklas in. Een van die redes hoekom beleggers nie hierdie bateklas verstaan nie, is weens 'n gebrek aan vergelykbare data met die genoteerde bateklasse soos genoteerde aandele en genoteerde verbande. Uit hierdie bateklasse verkry mense inligting op 'n daaglikse basis en is hulle in staat om die daaglikse pryse en waardes van hul portefeuljes te verstaan. Hulle kan ook probeer om die afsonderlike gevolge binne hul portefeuljes te begryp deur veranderlikes soos prys inkomsteverhouding en dividendopbrengste te evalueer, soos wat die inligting beskikbaar raak. Hierdie navorsing poog om genoteerde privaataandeelmaatskappye te gebruik om 'n privaataandeelindeks daar te stel. Die maatstawwe wat gebruik word, is dieselfde as die wat Bilo, Christopbers, Degosciu en Zimmennann (2004) gebruik het toe bulle 'n Genoteerde Privaataandeel-indeks (GPA) daargestel bet, waarin 114 genoteerde privaataandeelmaatskappye wereldwyd uit hoofsaaklik Europa en Noord-Amerika gebruik is. Die Suid-Afrikaanse Indeks is saamgestel uit ses maatskappye en hoewel die steekproef klein blyk te wees, was die eindresultaat voldoende bevredigend om verdere navorsing volgens dieselfde riglyne te regverdig en om die notering van meer sulke maatskappye aan te moedig. Die indeks is vervolgens ontleed aan die hand van moderne portefeulje-ontledings tegnieke om die risiko en opbrengste van hierdie bateklas te verstaan en hoe dit reageer wanneer dit met ander bateklasse vermeng word. Die resultate dui daarop dat hierdie bateklas onvoldoende onderskryf is, maar dat daar 'n nodigheid bestaan om 'n meer verteenwoordigende indeks selfs op 'n interne opbrengskoers grondslag daar te stel.

ABSTRACT Globalization pushes more and more intensive competition and brings only minor profit to company globally. To keep key customers, to look for corporate expansion or growth up, and to earn more profit, company should keep improving cost stucture, key technology and strengthening the competition advantage by applying with both internal and external strategies. ¡§Leverage Buyout¡¨ and ¡§Management Buyout¡¨ are two typical operation models of Private Equity Fund and it is very popular and mature in the Western. Recently, the Asia emerging and booming market attracts the interest from Private Equity Fund. Moreover, because Taiwan enterprises have better system, more reasonable market price, and lower interest rate, they are aimed by Private Equity Fund as a gangway to China market. On the other hand, Taiwan domestic enterprises also look for investment from global Private Equity Fund to enhance corporate global competition. This study selects ¡§Yageo Management Buyout¡¨ triggered by Oriont Investment Co., Ltd. in 2011. With analysis of Yageo financial reports, I get Yageo corporation valuation and the reasonable share price at the moment of MBO announcement by Oriont using Porter (1980) Five Forces Analysis to summarize passive components industry key competition and key successful factors. After comparing with actual share price, it is apparent that Yageo share price is undervalued for a long time because Taiwan minor share holders pursuing short term return on the investment. In 2011, Yageo management team intended to privatize the company so that management team can concentrate on long term performance and competition improvement. With the successful improvement, Yageo is expected to re-public the share into the global market to have the reasonable share price showing its actual corporate value. The case study points out that Taiwan unique invest environment on minor share holders for any other global Private Equity Fund reference. Furthermore, the study concludes that, in addition to concerning on share holders¡¦ rights and Taiwan local market development, the government should take more aggressive policy to support domestic company leading to be a global one because globalization is a must and survival solution to an enterprise.

abstract: Based on multiple case studies of the transactions in China by private equity funds, this paper attempts to explore the value-creation capabilities of private equity funds at the transaction/deal level. Previous studies on financial performance of PE funds utilized data collected from publically traded companies in European/US markets. By measuring financial performance of both “pre- and post-transactions,” these studies researched two questions: 1) Do buyout funds create value? 2) If they do, what are the sources of value creation? In general, studies conclude that private equity/buyout funds do create value at both the deal level and investor level. They also identified four possible sources of such value creation: 1) undervaluation, 2) leverage effect, 3) better governance, and 4) operational improvement. However, relatively little is known about the process of value creation. In this study, I attempt to fill that gap, revealing the “secret recipe” of value creation. By carefully looking into the process of value creation, this study suggests five propositions covering capabilities at 1) deal selection/screening, 2) deal structuring, 3) operational improvement, 4) investment exit, and 5) Top Management Team (TMT). These capabilities at private equity/buyout funds are critical factors for value creation. In a thorough review of the value-creation process, this paper hopes to: 1) Share real-life experiences and lessons learned on private equity transactions in China as a developing economy. 2) Reveal the process of deal/transaction to observe measures taken place within deal/transaction for value creation. 3) Show how well-executed strategies and capabilities in deal selection/screening, deal structuring, operational improvement, and investment exit can still create value for private equity firms without financial leverage. 4) Share the experience of State-Owned Enterprises (SOE) reform participated in by private equity firms in China. This could provide valuable information for policy makers in China. / Dissertation/Thesis / Doctoral Dissertation Business Administration 2016

本論文研究主題是「私募股權基金法規規範之理論與實務」，透過比較法之方式，本論文首先說明外國私募股權基金之實務運作、風險及相關法規規定，再者分析外國私募股權基金在我國之具體個案，瞭解其失敗或成功之原因，以探討我國法律適用於具體個案之相關問題。 本論文分為七章。第一章說明論文研究動機、目的及範圍。第二章闡述私募股權之定義，並探討私募股基金之種類，復剖析私募股權基金之特點及優缺點。第三章分析私募基金可能造成之風險。第四章主要探討先進國家對私募股權基金之規範及監管方式，包括美國、英國、日本等國。第五章說明外國私募股權基金在我國之發展及分析我國私募制度之規範。第六章探討我國政府就私募股權基金併購活動之現行相關法律規範，並探討我國目前法令之缺失或不足。第七章為總結。 關鍵字：私募股權基金、私募、併購 / This thesis focuses on the issue concerning “the theory and practice of the legal system of private equity funds.”By adopting the method of comparative legal study, the author first illustrates the practice, risk and regulations of foreign private equity funds. Further, this thesis discusses the actual transactions conducted by foreign private equity funds in Taiwan. Through the analysis of the reason for the success or failure of such transactions, the author discusses the problems arising when applying current laws to such transactions conducted by foreign private equity funds. This thesis is comprised of seven chapters. Chapter One explains the motivation, purpose and scope of the thesis. Chapter Two illustrates the definition of private equity fund as well as types, pros and cons of private equity funds. Chapter Three analyzes the risks caused by private equity funds. Chapter Four discusses regulations and supervision over private equity funds in developed countries, such as the U.S., U.K, and Japan. Chapter Five states the development of foreign private equity funds in Taiwan and introduces the private placement system of Taiwan. Chapter Six discusses the current regulations concerning M&A transactions conducted by foreign private equity funds and analyzes the demerit or deficiency of these regulations. Chapter Seven finalizes the issues raised in the previous chapters and reaches the conclusion of this thesis. Keywords: private equity fund, private placement, merger and acquisition

近年來，市場低利率環境、證券市場之高報酬率吸引歐美私募基金業者蜂擁進入亞洲新興資本市場。在2001年時就有相關報告指出中國大陸已存在數千家私募基金，2009年「創業板」推出，幾十家由私募基金投資的企業相繼掛牌上市，私募基金在中國大陸的發展如火如茶。近年來因為其彈性之營運模式，已逐漸吸引全球資本市場之焦點。惟亞洲新興市場目前法律針對私募基金之相關規定，相較於歐美等發展較完備之資本市場，無論於私募基金之法律架構、私募基金之監理模式以及私募基金較常見之交易模式如公開收購、融資收購等，相關之法律規範仍尚待建立。 中國大陸對私募股權投資基金不論是中央各部會之間或是地方政府，近年來均分別推出多項法令，雖然有不少創新突破，但也有扞格及不足之處，本文針對中國大陸私募股權投資基金相關法規，探討私募股權投資基金的發展現狀及問題。 / According to the relevant report in 2001,there were thousands of Private Funds in Mainland China. In 2009, there were tens of Private Funds invested companies got public listed successfully due to the emerging of growth enterprise market. The development of private fund in China is getting quicker and more prosperous. However, in the contrary to the rapid growth in private fund markets, the government legislation in such fields is far away from effectiveness. China still lacks of a unified, effective Private Fund monitoring system. This dissertation tried to provide advises on establishing and perfecting the monitoring system for Chinese Private Equity Fund by analyzing the development, operational risk and the necessity of monitoring system .Also it tried to conduct researches on the overseas legislation on the Monitoring the Private Equity Fund, so that to better protecting the investors, to maintain the safety of the market, and to accelerate the healthy development of Chinese Private Equity Fund.

台新金控購併彰化銀行可以說是台灣金融業擬以融資購併方式進行合併的第一案，本研究希望透過分析此個案，了解台新金控購併的目的、資金來源與後續合併換股可能衍生之議題，為未來公股釋出，以及金融整併提供可行之方法。 本文就融資購併理論架構說明起，以當前台灣金融政策與購併環境現況分析，這包括實際已發生的金融購併案件及金融購併法規探討，它突顯出台灣在金融合併處理上是保守的。 / / The M&A of Taishin Holdings Cooperation (THC) and Chang Hwa Bank (CHB) could be regarded as the first M&A (Merge and Acquisition) by LBO ( Leverage Buy-out) in Taiwan. This study, by analyzing this case, discusses the purpose, the funding source of THC and the issues after shares-exchange, which indicates the feasible methods for the release of the state holdings and the combination of the financial institutes in the future. The beginning of this study discusses the theory and the structure of LBO to analyze the financial policy and M&A environment in Taiwan at present, including practical M&A cases and legal problems etc., which reveals not very aggressive. /

在中國大陸的法律環境中，外商私募股權基金是較新的議題，它同時牽涉了「外商投資」與「私募股權投資」兩個領域。因此，就外商私募股權基金而言，其為中國大陸在國外法律繼受嬗變後，再於法律雙軌制下的二次嬗變。 外商私募股權基金，是指由外國投資者注資或者外國投資者管理的私募股權基金。因此，它的市場屬性為「外國直接投資」、「國際金融服務」。 由於中國大陸對外商採取「外資法群」進行規範，而並沒有一部外商法典做集中、統一的規定。因此，彼此間存在一定程度的分散、重複、衝突等問題。再加上中國大陸對外商、內資採取雙軌制立法，故法律規範雖有創新但也常有彼此扞格或不足之處。也因此造成運作上的幾個問題：外匯管制、投資待遇、雙軌制、地方政府隨意的政策、實務操作的衝突(投資協議、有限合夥)、及優先股的欠缺。 財經法律因應經濟市場而生，惟經濟市場逐年改變。外商私募股權基金既是經濟市場的產物，就無法透過行政力量加以限制，也無需透過偏頗政策揠苗助長。僅需創造一個平等的法治環境，讓市場自行運作。 本文探討中國大陸對外商私募股權基金相關法規的發展現狀、投資障礙與內外資衝突等議題。除對如何完善立法略盡棉薄之力外，並希冀能提供台灣投資者於前進中國大陸時有所參考。 / In the legal environment of China, the foreign private equity fund is a relatively new issue, it involves two areas of "foreign investment" and "private equity investment” simultaneously. Therefore, with respect to the foreign private equity fund, it is subject to transmutation of foreign laws and subsequently the second transmutation under the dual system of laws in China. The foreign private equity funds refer to the private equity funds injected by foreign investors or managed by foreign investors. Therefore, its market attribute to the "foreign direct investment", "international financial service." Although China has adopted a series of laws to regulate foreign enterprises, there is not one foreign investment code as centralized and unified regulation. Thus, there exists a certain degree of dispersion, overlap, conflict problems among them. Along with the duel system of legislation adopted for foreign enterprises and domestic investments, there are often discrepancies or deficiencies between the legal requirements, although they have been innovated. This resulted in several operational problems: foreign exchange controls, investment treatments, duel system, arbitrary policies of local governments, conflict in practices (investment agreement, limited partnership), and the lack of preference shares. Financial laws are established in response to the market economy, but the economic market changes every year. Since the foreign private equity funds are the production of the market economy, they cannot be restricted only by the administrative power, and they don’t need partial polices to pull up. They only require creating an equal legal environment to make the market operate under its own mechanism. This paper discovers the issues with respect to the current development status of related regulations on the foreign private equity funds, foreign investment barriers and conflicts between domestic and foreign investment in China. In addition to make a little contribution to improve the legislation, it’s also expected to provide reference to Taiwan investors for developing business in China.