Taiwan Stock Exchange - Rules & Regulations Directory
On the front cover of the prospectus, the common stock code shall be printed in the upper right-hand corner, and the following particulars shall be printed in sequential order:
- The name and seal of the company or preparatory office.
- Where the prospectus is prepared for the purpose of issuing the following securities:
- Issuance of new shares: the source of this new issue, types of new shares, number of shares, value, conditions of the issue, the public underwriting ratio, and manner of underwriting and sale allocation. If there are specially agreed conditions for preferred shares, the page number in the prospectus where these are set forth in full shall be separately noted.
- Issuance of corporate bonds: types, value, interest rate, conditions of issue, the public underwriting ratio, and manner of underwriting and sales allocation. If there are conversion or subscription features, the page number in the prospectus where these are set forth in full shall be separately noted.
- Issuance of employee stock options: number of units issued, number of shares each unit represents, terms and conditions, and method of performance. For terms and conditions, readers may be referred simply to the page number in the prospectus where these are listed in full.
- Issuance of new restricted employee shares: type of issue, number of shares, value, and terms and conditions of issuance. For conditions of issuance, readers may be referred simply to the page number in the prospectus where these are listed in full.
- Establishment by public offering: authorized capital amount, source of the current issuance of new shares, types of new shares, number of shares, value, terms and conditions of issuance and the number of shares subscribed by the promoters.
- Summary of the purpose of the capital utilization plan and the projected possible effect thus created. The page numbers in the prospectus where this is set forth in full shall also be noted.
- Fees and charges related to the current issuance:
- Underwriting fees.
- Other fees and charges, including such other fees and charges as related to certified public accountants and attorneys (no itemization is required).
- The following statements shall be printed in a conspicuous manner:
- The effective registration of the securities may not be cited in an advertisement as proof of the veracity of registration particulars, or to guarantee the value of the securities.
- If the prospectus contains false or omitted information, the issuer and its responsible person and all other persons who sign or affix their seal on the prospectus shall be held liable in accordance with laws.
- Before making any investment, investors shall go to the information disclosure website designated by the Financial Supervisory Commission (FSC) to carefully read the content of the prospectus and take note of the company's risks. The page number in the prospectus where these are set forth in full must be separately noted.
- The web addresses for enquiry about the prospectus, including the address of the information disclosure website designated by the FSC and the web address used by the company to disclose information relating to the prospectus.
- Publication date.
A prospectus prepared in order to register for public offering and issuance of securities shall note on its front cover that it is a draft version for the purpose of such registration.
Where any of the following occurs, the company shall make a statement to that effect in bold typeface on the cover of the prospectus:
- Where there has been a change in the common stock code referred to in the preceding paragraph, both the original stock code and the new stock code shall be printed in the fiscal year in which such change occurred and in the 2 consecutive fiscal years thereafter.
- Where there has been a change in the company name as referred to in the first paragraph, the change shall be disclosed by printing the new and old names adjacently in the fiscal year in which such change occurred and in the 2 consecutive fiscal years thereafter.
- If stabilization operations are proposed in connection with cash capital increase in accordance with the relevant regulations, the following statement shall be noted: "To deal with price fluctuations in the stock market, the underwriter may proceed with stabilization operations regarding the issued shares of the current issuance if necessary."
- Where an issuer is registering to issue shares at below par value, it shall also note that the company is issuing the new shares at a discount.
- The par value of the shares.
- Where an issuer is registering to issue stocks or straight corporate bonds and purchasers of the stocks or the bonds are restricted, it shall note the restriction.
- Where new shares are issued upon merger or acquisition (including merger or consolidation, acquisition, or split) or acquisition of another company's shares, if there are any restrictions on transfer or pledge of the issued shares, such restrictions shall be noted.
- For cases of establishment by offering and of public offerings by companies whose shares are neither listed on the Taiwan Stock Exchange (TWSE) (hereinafter, are "unlisted") nor traded on the Taipei Exchange (TPEx), the following shall also be noted: "The shares are neither listed on the TWSE nor traded on the TPEx."
- For cases of public offerings by companies whose shares listed and traded on the Taiwan Innovation Board (TIB) of the TWSE or are registered and traded on the Pioneer Stock Board (PSB) of the TPEx, the following shall be noted: "The company is a TIB listed company or a PSB Emerging Stock company, with relatively high operational risk."
- The company has an accumulated deficit or has had 2 consecutive years of losses, and its net worth per share is lower than par value.
The section on "financial reports" shall include the following items:
- The annual financial reports and CPA audit reports for the 2 fiscal years preceding the time when the issuer registered the offering and issuance of securities, and the financial reports that have duly been publicly announced and reported for the most recent quarter shall additionally be included.
- The issuer's annual parent company only financial reports for the most recent 2 fiscal years, audited and attested by a CPA, but not including the statements of major accounting items.
- During the period after the issuer has registered the offering and issuance of securities and until the prospectus publication date, if there exists any financial report or parent company only financial report for the most recent period that has been audited and attested or reviewed by a CPA, such report shall also be disclosed.
In the case of an issuer that files for registration of an initial public offering under Article 66, paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers for purposes of its application for listing and trading on the TWSE TIB or for registration and trading on the TPEx PSB, with respect to the annual financial reports under subparagraphs 1 and 2 of the preceding paragraph, the issuer may submit the financial report for the most recent fiscal year.