| Title： |
Regulations Governing the Offering and Issuance of Securities by Securities Issuers(2008.07.30) |
| Date： |
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Article 7
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Upon the occurrence of any one of the following events, the FSC may reject the registration from the issuer for offering and issuance of securities:
1. The certifying CPA issues a disclaimer of opinion or an adverse opinion in the audit report.
2. The certifying CPA issues a qualified opinion in the audit report and such opinion has an impact on the fair presentation of the financial report.
3. The application review forms prepared by the issuer, reviewed by the certifying accountant, and produced by the securities underwriter show the occurrence of violation of laws or regulations or articles of incorporation of the issuer and such violation has affected the offering and issuance of securities.
4. The legal opinion issued by a lawyer indicates that there exists violation of law or regulations and such violation has affected the offering and issuance of securities.
5. The evaluation report from the underwriter fails to specify the feasibility, necessity, and reasonability of the present offering and issuance plan.
6. The issuer files an application again under paragraph 2 of the preceding article within three months after receipt of notice from the FSC in which the FSC has rejected the issuer's application, has refused to approve, has canceled the application, or the issuer has withdrawn its registration filing or application made under these Regulations. These restrictions may not apply, however, to the issuance of new shares due to merger, issuance of new shares to accept transfer of shares of another company, or issuance of new shares due to an acquisition or demerger conducted in accordance with law.
7. Any one of the following descriptions applies to an issuer registering a cash capital increase or an issue of corporate bonds:
(1) the amount of the funds to be raised in the present offering that will be used in direct or indirect investment in mainland China exceeds 60% of the total funds to be raised in the present offering, provided that this rule does not apply to a company, or a Taiwan subsidiary of a multinational corporation, that has obtained documentary proof, issued by the Industrial Development Bureau, Ministry of Economic Affairs, certifying its compliance with the operational scope of an operational headquarters;
(2) the aggregated amount directly or indirectly invested in the mainland China area violates the regulations of the Investment Commission, Ministry of Economic Affairs. However, the aforesaid restriction need not apply where the funds are to be used in purchase of domestic fixed assets and promise has been undertaken to refrain from increasing investment in mainland China.
8. Violation or failure to serious extent of performing the undertakings made upon application for listing in the stock exchange market or OTC market.
9. The FSC finds that there has been a material violation of relevant laws or regulations.
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