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Amended Article

Title:

Taipei Exchange Regulations Governing the Conduct of Equity Crowdfunding by Securities Firms  CH

Amended Date: 2019.01.02 
Article 27     When a company conducts a cash capital increase, and makes the portion of shares to which its employees and shareholders have waived subscription rights available for subscription by investors, or available for subscription by institutional angels only, through the crowdfunding platform of a securities firm, if in the first round of subscription, the shares are not fully subscribed, or are fully subscribed but some of the subscribers fail to make payment for the shares by the deadline, unless the securities firm and the company mutually agree not to do so, the company shall set an appropriate period of time for a second round of subscription. If the parties have mutually agreed not to hold a second round of subscription as mentioned above, or if in the second round of subscription, the shares are not fully subscribed, or are fully subscribed but some of the subscribers fail to make payment for the shares by the deadline, the subscriptions of the investors who have expressed the willingness to subscribe shall be voided, and the share payments, plus interest accrued on the account, shall be refunded out of the company's deposit account to all those who have already made the payments, and the company shall bear the remittance handling fees for the refunds.
    If the shares have been fully subscribed in the first or second round of subscription, the securities firm shall follow the will of the company in confirming the list of subscribers, and notify the subscribers on the list to carry out payment procedures, and shall also notify the company or the professional shareholder services agent to confirm that the share payments have been collected in full and related matters.
    If it is confirmed that share payments under the preceding paragraph have not been collected in full, the company shall follow the provisions of paragraph 1. If it is confirmed that the share prices have been collected in full, the company shall carry out relevant matters including information reporting, amendment of its company registration, and delivery of the physical share certificates if any are printed by the issuing company; if the issuing company does not print physical share certificates, it shall register its issued shares with a central securities depository in accordance with Article 161-2 of the Company Act.
Article 28     During the period from the date of completion of the fundraising to 31 December of the fiscal year following the date of completion of utilization of the funds, the company shall input and disclose the following information, in the prescribed format, through the information disclosure system designated by the securities firm:
  1. Basic company information, including a company overview, basic information on the board of directors, supervisors, and management team: shall be input within 5 days from the time the company knows of any change in the above.
  2. A business report, annual financial statement, and the surplus earning distribution or loss offsetting proposal submitted for recognition by a regular shareholders meeting: shall be input at least 10 days prior to the date on which the regular shareholders meeting is convened. The annual financial statements shall include a balance sheet, income statement, statement of changes in shareholders equity, and a statement of cash flows. If a company reaches a certain equity capital or scale criteria, as provided in Article 20, paragraph 2 of the Company Act, it shall submit a CPA audited financial statement.
  3. Dividend distribution for the current year: shall be input on the next business day following the resolution by the board of directors or confirmation by the shareholders meeting.
  4. Information on the cash capital increase:
    1. Fundraising plan items and progress: shall be input within 10 days from the date of full collection of the share payments collected in the fundraising. Any changes in related information shall be entered into the system within 5 days from the time of the change.
    2. Quarterly statement on utilization of the funds raised: shall be input within 20 days after the end of each quarter.
    No misrepresentation, concealment, or information that could mislead others in the content of the information reported pursuant to any subparagraph of the preceding paragraph is allowed.