Chapter I General Principles |
| Article 1 | These Regulations are prescribed in accordance with Article 30, paragraph 2 of the Securities and Exchange Act.
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| Article 2 | The basic principles for preparing a prospectus are as follows:
- The content of the prospectus shall be detailed, truthful, clear, and unambiguous. The wordings and descriptions shall be easy to understand. No false information or omission is allowed therein.
- The content of the prospectus must be updated in a timely manner. All transactions or other events occurring before the publication of the prospectus which are sufficient to affect interested parties' judgment shall be disclosed.
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| Article 3 | 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:
1. The name and seal of the company or preparatory office.
2. Where the prospectus is prepared for the purpose of issuing the following securities:
A. 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.
B. 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.
C. 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.
D. 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.
E. 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.
F. Other.
3. 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.
4. Fees and charges related to the current issuance:
A. Underwriting fees.
B. Other fees and charges, including such other fees and charges as related to certified public accountants and attorneys (no itemization is required).
5. The following statements shall be printed in a conspicuous manner:
A. 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.
B. 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.
C. 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.
D. 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.
6. 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:
1. 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.
2. 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.
3. 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."
4. 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.
5. The par value of the shares.
6. 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.
7. 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.
8. 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."
9. For cases of public offerings by companies whose shares listed and traded on the Taiwan Innovation Board (TIB) of the TWSE, the following shall be noted: "The company is a TIB listed company, with relatively high operational risk."
10. 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.
11. If the company adopts the shelf registration method for the issuance of new shares, the following shall be noted: "The shelf registration method is adopted for the current issue of new shares for cash capital increase." |
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| Article 4 | The inside cover of the prospectus shall be printed with the following items relevant to the current issue in sequential order:
- Sources of the paid-in capital before the current issue, including cash capital increase, capital increase through capitalization of retained earnings, capital increase through capitalization of capital reserve, capital increase in connection with a merger, and other sources of funds, and the respective ratio thereof compared with the paid-in capital amount.
- The prospectus distribution plan: describing the places for displaying the prospectus, ways of distribution, and methods for requesting and obtaining the prospectus.
- Name, address, website uniform resource locator (URL), and telephone number of the securities underwriter.
- Name, address, website URL, and telephone number of the corporate bonds guarantor.
- Name, address, website URL, and telephone number of the corporate bonds trustee.
- Name, address, website URL, and telephone number of share or corporate bonds certification institution.
- Name, address, website URL, and telephone number of the entity handling shares transfer and recordation.
- Name, address, website URL, and telephone number of the credit rating institution.
- Firm names, addresses, website URLs, telephone numbers, and the names of the certifying lawyer and certified public accountant (CPA) for the corporate bonds.
- Firm name, address, website URL, telephone number, and the name of the CPA who attested the most recent year's financial report.
- Name, address, website, and telephone number of the reviewing attorney.
- Names, titles, contact telephone numbers, and e-mail addresses of the spokesperson and deputy spokesperson.
- Company website URL.
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| Article 5 | The back cover of the prospectus shall be stamped with the company seal and signed or sealed by the responsible person.
The securities underwriter and its responsible person, accountant, attorney, and other experts shall sign or seal the prospectus indicating their endorsement of the part for which they are responsible.
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| Article 6 | When a company registers to offer and issue securities pursuant to Article 6, paragraph 2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, or when it registers an initial public issuance of its stock pursuant to Article 66, paragraph 1 of the same Regulations, the content of a prospectus, unless otherwise provided in Chapter IV (Prospectus for Incorporation by Offering), shall include the information set forth in Chapter II.
When a company that is neither listed on the TWSE nor on the TPEx issues new shares in connection with a cash capital increase without holding a public offering, or issues corporate bonds with warrants, or convertible corporate bonds, or new shares in connection with a merger or acquisition, or new shares in connection with acquisition of another company's shares, or when a public company issues employee stock warrants, or new restricted employee shares, or once again registers a public offering and issuance of securities in the same fiscal year it has previously done so, the contents of the prospectus shall include:
- The front cover, inside cover, and back cover: Shall include the information set forth in Article 3 to Article 5.
- Company summary: Shall include the information set forth in Article 8, Article 9, Article 10, paragraph 1, subparagraphs 2 and 4, and Article 11, subparagraph 2, subparagraph 3, items 3 and 4, subparagraph 4, and subparagraph 7.
- Operation summary: Shall include the information set forth in Article 19, subparagraph 1, items 1 to 3 and subparagraph 2, items 1 and 4, Article 21, subparagraphs 1 and 3, and Article 22.
- Issuance plan and implementation status: Shall include the information set forth in Article 24, Article 25, and Article 26, subparagraphs 1 to 5.
- Financial summary: Shall include the information set forth in Article 27, subparagraph 4, Article 28 (but not including the notes and schedules of the financial reports and statements of major accounting items), Article 29, subparagraph 2, and Article 30.
- Special items to be included: Shall include the information set forth in Article 31, paragraph 1, subparagraph 1, item 2, subparagraphs 2 to 5, subparagraph 7, subparagraph 9, subparagraph 11, and subparagraph 12 and Article 32.
When a company registers to issue straight corporate bonds, the contents of the prospectus shall include:
- If the purchasers are not limited to professional investors as defined in the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds ("TPEx Rules on International Bonds"):
- The information required to be specified on the front cover, inside cover, and back cover as set forth in Article 3 to Article 5.
- The issuer's basic information, issuance rules, and planned utilization of funds.
- The condensed balance sheet and statement of comprehensive income for the most recent 3 years and the most recent period.
- Any risks related to credit.
- The concluding opinion of the securities underwriter.
- The securities underwriter's undertaking that the collected underwriting fees will not in any manner or under any name be used to compensate, or be returned to, the issuer or its related parties or any of their designated persons.
- If the purchasers of the bonds are limited to professional investors as defined in the TPEx Rules on International Bonds, the content of the prospectus shall comply with the requirements set out in Items A, B, E, and F of the preceding subparagraph
If the FSC has promulgated separate rules/regulations for special industries like banks, bill financing, securities, futures, insurance, financial holding, and investment trust, those rules/regulations shall be complied with.
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| Article 7 | The items required under these Regulations shall all be included in a prospectus, which shall also contain an index, page references and summary (Table 1). If any required information is unavailable or is omittable per SEC approval, "None" or "N/A" shall be marked following that item.
If noting of any required information would be repeated, such information may be noted just at one item/place. The referenced page shall be noted at all other items/places.
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