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Regulations Governing the Offering and Issuance of Securities by Securities Issuers(2022.01.26) |
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Article 11
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If any of the circumstances listed below is discovered at an issuer that offers and issues securities, the FSC may void or revoke its effective registration or approval:
- In a case in which the issuer has filed for registration of an issue of straight corporate bonds, the offering period exceeds the prescribed period under the TPEx Review Rules and the TPEx Rules for International Bonds.
- In a case other than one falling under the preceding paragraph, the subscription payment has not been fully raised and paid in cash after 3 months from the date of receiving the notice of effective registration from the FSC; provided that the FSC may grant an extension of 3 months upon application therefor with legitimate reasons and provided further that such extension shall be limited to one.
- Any one of the events prescribed under Article 251, paragraph 1 or Article 271, paragraph 1 of the Company Act occurs.
- The issuer is in violation of Article 20, paragraph 1 of the Act.
- The issuer is in violation of Article 5.
- A serious breach of, or failure to fulfill, a commitment made at the time securities were offered and issued.
- For purposes of protecting the public interest, or if the issuer is in violation of these Regulations or any restrictions or prohibitions imposed at the time when the FSC notified the issuer that its registration had become effective or application had been approved.
In the event a holder of securities makes a secondary distribution to unspecified persons, the FSC may revoke the registration when the situation prescribed under the aforementioned subparagraphs 4, 6 or 7 occurs after the registration with it has become effective.
From the date on which the registration becomes effective until the date of completion of the securities offering, if the content of a publicly disclosed financial forecast or other released information is at variance with the registration or application documents, and there has been a material impact on securities prices or shareholders' equity, the FSC may revoke or void the effectiveness of the report.
When an effective registration is voided or revoked, if the proceeds for the securities have already been collected, the issuer or the holder, within 10 days from the day it receives the notice of voidance or revocation from the FSC, shall return those proceeds plus interest computed in accordance with law, and bear liability for damages.
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Article 19-1
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An issuer that simultaneously meets all of the conditions listed in the subparagraphs below may submit the Shelf Registration Statement for Issuance of New Shares (Attachment 3-1) and provide all the information required therein along with all the required documents to the FSC for effective registration. In addition, it shall complete the issuance within the scheduled issuance period.
- It is an exchange-listed or OTC-listed company whose stock has been listed on the stock exchange market or traded on the OTC stock market for a combined period of 3 years or more.
- At the time of filing for registration, its market capitalization is NT$2 billion or more.
- In the fiscal year it files for registration and the preceding 2 fiscal years, it has not had any disposition imposed on it by the FSC under Article 178 of the Act for any violation of the Act or relevant laws or regulations.
- In the fiscal year it files for registration and the preceding 2 fiscal years, it has not had any offering and issuance of securities rejected, voided, or revoked by the FSC. However, this restriction need not apply in cases where, since the date of delivery of the notice of effective registration, the issue has not been fully subscribed and payment therefore has not been fully collected in cash and the case has been voided or revoked by the FSC.
- Any cash capital increase or corporate bond issuance plans effectively registered with the FSC in the fiscal year it files for registration and the preceding two fiscal years have all been implemented as planned and on schedule, and no material changes have occurred.
- In the fiscal year it files for registration and the preceding two fiscal years, the lead underwriter engaged by the issuer has not been subject to any order under Article 66, subparagraph 2 of the Act to a sanction to dismiss any of its directors, supervisors, or managerial officers or a more severe sanction in connection with the handling of securities offering and issuance.
The provisions of paragraph 2 of Article 12, of subparagraph 2 of paragraph 1 and the main provision of paragraph 2 of Article 13, and of Article 15 and Article 16 apply mutatis mutandis to an issuer's filing for registration under the preceding paragraph. The provisions of Article 17 and of the preceding article apply mutatis mutandis to an issuer's issuance of new shares during the scheduled issuance period.
"Market capitalization" in paragraph 1, subparagraph 2 means the total number of the issuer's shares that are listed on the stock exchange market or traded on the OTC stock market multiplied by the average closing price calculated from the 30th, 90th or 120th business day prior to the date of the filing for registration, whichever is lower.
The scheduled issuance period referred to in paragraph 1 may not exceed 2 years counting from the date of effective registration. The issuer shall set the period at the time of filing with the FSC.
When an issuer issues new shares under a shelf registration, the amount of the first issue shall reach 50 percent or more of the total amount filed for under the shelf registration.
When an issuer intends to issue new shares under a shelf registration, it shall submit the information including the total amount of new shares to be issued, the scheduled issuance period, utilization plan, source of funds, and implementation schedule for approval by a majority vote of a meeting of the board of directors at which two-thirds or more of the directors are present.
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Article 19-2
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When the issuer makes any takedown issue of new shares during the scheduled issuance period, it shall submit the prospectus and furthermore shall engage the lead securities underwriter and a lawyer, respectively, to issue an evaluation report and a legal opinion, and publish the legal opinion and summary evaluative report opinion in the prospectus.
When an issuer makes any takedown issue of new shares under the shelf registration, it shall, within 30 days from the date the lead underwriter issues the summary evaluative opinion, carry out the matters under Article 273 of the Company Act. It furthermore shall, within 3 months from the day that the lead underwriter issues the summary evaluative opinion, collect the funds in full and, on the next business day after it has completed collection of the funds, submit the Shelf Registration Supplement for an Issue of New Shares (Attachment 3-2) complete with all the required information together with the required documents to the FSC for recordation.
If an issuer making a takedown issue of new shares does not collect the funds in full within the deadline under the preceding paragraph, it shall suspend that takedown issue and make a public announcement within 2 days from the date it exceeds the deadline.
If an issuer making a takedown issue of new shares during the scheduled issuance period under the preceding article violates Article 7, Article 8, or subparagraph 1 or subparagraphs 3 to 6 of paragraph 1 of the preceding article, the FSC may void or revoke the new shares issued by it in that takedown issue.
When a circumstance under paragraph 3 or the preceding paragraph occurs with respect to an issuer, if the issuer has already collected proceeds for the securities, the issuer, within 10 days from the day it exceeds the deadline for conducting the takedown issue of new shares or the day it receives the notice of voidance or revocation from the FSC, shall return those proceeds plus interest computed in accordance with law, and bear liability for damages.
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Article 19-3
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After an issuer has filed and obtained effective shelf registration for issuance of new shares, the registration will immediately be terminated upon occurrence of any of the following events, and a public announcement of the termination shall be made within 2 days from the date of occurrence of the cause for termination:
- An event under paragraph 4 of the preceding article.
- Change of the lead underwriter during the scheduled issuance period.
- Expiration of the scheduled issuance period.
- The total number of shares scheduled to be issued under the shelf registration has been issued in full.
- The FSC revokes the shelf registration as it deems necessary to protect the public interest.
Before the current shelf registration has duly been terminated pursuant to the preceding paragraph, the issuer may not make any further filing to issue new shares for cash capital increase.
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Article 22
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In the event the issuer meets all the following conditions simultaneously, it may submit the Shelf Registration Statement for Issuing Corporate Bonds (Attachment 15), provide all information required therein, along with all required documents to the FSC for effective registration. In addition, it shall complete the issuance within the scheduled issuance period.
- Its stocks have been listed in the stock exchange market or traded in the business places of securities firms for a combined period of 3 years or more. However, this provision does not apply under the following circumstances:
- Where the issuer is a government-owned enterprise.
- Where the issuer is a financial holding company conforming to Article 4 paragraph 4 of the Financial Holding Company Act providing that the subsidiary bank, subsidiary insurance company, or subsidiary securities firm be listed or its shares be traded in the business places of securities firms for a total of 3 years.
- In the fiscal year it files for registration and the preceding 2 fiscal years, it has not had any disposition imposed on it by the FSC under Article 178 of the Act for any violation of the Act or relevant laws or regulations.
- In the fiscal year it files for registration and the preceding 2 fiscal years, there has been no occurrence of rejection, or withdrawal by the FSC with regard to the offering and issuance of securities. However, this restriction need not apply to the case where, following the date of receiving the notice of effective registration, the issuance has not been fully subscribed and payment thereof has not been fully collected in cash and hence the case has been rejected or revoked by the FSC.
- In the fiscal year it files for registration and the preceding 2 fiscal years, the cash capital increase or corporate bond issuance plans effectively registered with the FSC have been implemented in accordance with the schedules and no material changes have occurred.
- In the fiscal year it files for registration and the preceding 2 fiscal years, the CPAs retained by the issuer have not received a warning or more severe sanction for their handling of securities offering and issuance.
- In the fiscal year it files for registration and the preceding 2 fiscal years, the lead underwriter retained by the issuer has not been punished in accordance with Article 66, subparagraph 2 of the Act to discharge its director, supervisor, or manager or with more severe sanctions in connection with handling of securities offering and issuance.
Paragraph 2 of Article 12, Articles 15, 16, and 20, and paragraphs 2 and 4 of the preceding article shall apply mutatis mutandis to the issuer that registers with the FSC in accordance with the preceding paragraph.
The scheduled issuance period referred to in paragraph 1 may not exceed 2 years counting from the date of effective registration. The issuer shall set the said period at the time of registering with the FSC.
Where an issuer issues corporate bonds during the scheduled issuance period, it shall consign an underwriter to underwrite the issuance on a firm commitment basis.
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Article 23
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When issuing corporate bonds within the scheduled issuance period as referred to in the preceding Article, the issuer shall, on the next business day after it has put such issuance plan in public announcement in accordance with Article 252 of the Company Act and completed payment collection, submit the Supplementary Form for the Shelf Registration for Issuing Corporate Bonds (Attachment 16) completed with all required information, together with required documents, to the FSC for recordation.
In case of change of CPA or lead underwriter retained by the issuer during the scheduled issuance period as referred in the preceding Article, qualifications prescribed in paragraph 1, subparagraph 5 or 6 of the preceding article shall apply to the succeeding CPA or lead underwriter.
The FSC may void or revoke the additional issuance of corporate bonds supplemental to the current issuance in case where an issuer violates Article 7 or paragraph 1 of the preceding article during the scheduled issuance period.
When a circumstance under the preceding paragraph occurs with respect to an issuer, if the issuer has already collected the proceeds for the securities, the issuer, within 10 days from the day it receives the notice of voidance or revocation from the FSC, shall return those proceeds plus interest computed in accordance with law, and bear liability for damages.
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Article 24
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Upon the occurrence of any one of the following events, the effective registration of the shelf registration for issuing corporate bonds shall be terminated, and a public announcement of the termination shall be made within 2 days from the date of occurrence of the cause for termination:
- The issuer has the condition prescribed in paragraph 3 of the preceding article.
- The scheduled issuance period expires.
- The planned total issuance amount has been fully issued.
- The FSC deems revocation of the shelf registration to be necessary to protect the public interest.
Prior to the termination of such shelf registration pursuant to the preceding paragraph, the issuer is not allowed to register for issuing straight corporate bonds again.
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Article 75
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For the purpose of registration for approval made in accordance with these Regulations, all required attachments shall be prepared in accordance with the forms prescribed and the attachments should be put in binders.
For the supplementary documents furnished in accordance with these regulations, the modified registration documents shall be put in binders pursuant to the forms required by the attachments. The cover of the binder shall indicate the documents being modified and the number of times of their modification. An index regarding the modifications made shall be prepared and put in front of the main table of contents of the registration documents. The parts subject to modification shall be underlined and noted. If the documents are written in vertical form, the underline mark shall be at the right side of the text while it shall be beneath the sentences if the documents are arranged horizontally.
When the issuer registers for offering and issuance of securities, retroactive handling of public issuance procedures, issuance of new shares as stock dividends, or capital reduction, or when a holder of securities registers to conduct a secondary offering of such securities, it shall put the registration documents or supplements/modification into binders. In addition, at the time of registration or supplementation/modification, a copy of these documents shall be sent to the Stock Exchange, the Taipei Exchange, the Taiwan Securities Association, the Securities and Futures Institute, and any other organizations designated by the FSC for the public's review.
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