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Article 14
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A primary exchange (or OTC) listed company or emerging stock company that applies for a listing on the Taiwan Stock Exchange or on the OTC market or for emerging stock registration shall appoint a domestic institution to handle foreign exchange settlement, payment of dividends, payment of tax and disclosure of information.
The dividends, bonuses or other benefits distributed to domestic shareholders by a primary exchange (or OTC) listed company or emerging stock company shall be paid in the same currency as that quoted on the listing.
Foreign exchange proceeds/payments or foreign exchange transactions that arise in connection with the matters set forth in the preceding paragraph shall be handled by a shareholder services agent in accordance with the applicable provisions of the Statute for Regulation of Foreign Exchange.
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Article 15
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The following particulars shall be specified in the stock offering plan:
- Purpose of the offering.
- Total number of stocks to be issued, method for determining the issue price per share and total dollar amount.
- Method of underwriting and intended place of listing.
- In case of new share issuance for cash injection, the use of proceeds and the projected benefits to be derived therefrom.
- If the purpose of the issuance is issuance of new shares in connection with a merger, acquiring shares of another company, or an acquisition or demerger:
- The name, amount, and counterparty of the received shares, or the acquired business or assets, and conditions and restrictions on future transfers.
- The plan's projected implementation schedule and projected completion date.
- Method for deciding the share exchange ratio and the reasonableness thereof.
- Projected benefits.
- If the counterpart of the merger, acquisition, or share exchange is an affiliated enterprise or related party, the relationship with the affiliated enterprise or related party, the reason for and necessity of selecting that affiliated enterprise or related party, and the impact on shareholders' equity shall each be specified.
- The registration, printing, certification, distribution, and delivery by book-entry transfer stock and the method for settlement of domestic transactions.
- Time frame for the offering, and the approach to be taken in case of under-subscription.
- Other matters required to be specified by the FSC.
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Article 16
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The following particulars shall be specified in the custody contract entered into by and between a foreign custodian institution and a domestic central securities depository:
- Name, nationality and location of principal place of business of the contracting parties.
- Name, type and volume of the securities under custody.
- The procedures and manners for safe-keeping and withdrawal of securities.
- The manner for handling rescission of the agreement and amendments thereto.
- The manner for handling the destruction, damage or loss of the securities under custody.
- The custodian institution shall notify the domestic central securities depository and domestic shareholder services agent after receipt of the securities under custody.
- The fact that the governing law shall be the laws of the ROC.
- The court with jurisdiction over any litigation that may arise in connection with the custody contract; if there is any stipulation for arbitration, the details of such stipulation.
- Other important matters agreed upon by the contracting parties or required to be specified by the FSC.
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Article 18
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A primary exchange (or OTC) listed company or emerging stock company that offers and issues stock -- except in the case of a company issuing stock in connection with acquiring shares of a company or merging with or acquiring a company, or an emerging stock company offering and issuing stock without conducting a public issue to outside parties -- shall engage an underwriter to conduct a public underwriting.
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Article 20
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After the issuance of stocks, a primary exchange (or OTC) listed company or emerging stock company shall within 10 days after the end of each month submit to the Central Bank a Report on the Liquidity of Foreign Stocks Issued Domestically by a Foreign Issuer (Attachment 38), and shall input the information to the information disclosure website specified by the FSC.
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