Chapter I General Provisions |
| Article 1 | These Criteria are adopted pursuant to the provisions of Article 30 paragraph 2 of the Securities and Exchange Law (SEL)
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| Article 2 | The basic principles for the preparing of a prospectus are as follows:
- The content of the prospectus must be truthful and precise. The wording and descriptions shall be concise and easy to understand. No falsehood or omission is allowed therein.
- The content of the prospectus must be up to date. Before the prospectus is printed, transactions or other events that are sufficient to influence the judgment of interested parties shall be disclosed.
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| Article 3 | The inside of the front cover of the prospectus shall be printed with the following items in sequential order:
- Name and seal of the preparatory office.
- Authorized capital amount, types of the current issue of new shares, number of shares, price, conditions of issue, the number of shares subscribed by the promoters, and number of shares publicly offered.
- The following words printed conspicuously:
- The approval of the public offering may not be used to advertise verification of the application or guarantee of the value of the securities.
- If the prospectus contains falsehoods or omissions, the representative of the preparatory office and others who have signed/sealed the prospectus shall be held liable by law.
- Where the shares have not yet been listed on a securities exchange, and have not yet been bought or sold at a place of business operations of a securities firm in accordance with Article 3 of the Operation Bylaws of the Republic of China Over-the-Counter Securities Exchange for Securities Trading on the Over-the-Counter Market, the investor shall make a careful judgment before investing.
- Printing date.
When prepared for an application for establishment by offering, the prospectus shall note on its cover that it is a draft version for the purposes of such application.
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| Article 4 | The inside of the back cover of the prospectus shall be printed with the following items relevant to the current issuance in sequential order:
- Prospectus distribution plan: describing the places for displaying the prospectus, method of distribution, and method for requesting and obtaining the prospectus.
- Name, address, and telephone number of the securities underwriter.
- Name, address, and telephone number of the share certification institution.
- Name, address, and telephone number of the institution handling the registration of shares transfer.
- Name of the certified public accountant (CPA) and lawyer who has provided a review opinion; name, address, and telephone number of the [accounting and law] offices; name, address, and telephone number of actuarial personnel that the insurance company has yet to disclose.
- Name, title, and contact telephone number of the spokesperson.
- Web address of the company.
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| Article 5 | The inside cover of the prospectus shall be signed/sealed by the representative of the preparatory office. The prospectus should also be signed/sealed by the CPAs, lawyers, and securities underwriters and their responsible persons in the portions of the prospectus for which they are responsible.
In the case of insurance companies, in addition to acting in accordance with the provisions of the preceding paragraph, the prospectus shall also be signed/sealed by the actuaries in the portions of the prospectus for which they are responsible.
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| Article 6 | The content of a prospectus shall include the following items:
- Summary of Preparation for Establishment: Including preparatory process, organizational structure and shareholding dispersal status.
- Operation Summary: Including business scope, fixed assets, use of share capital and important contracts.
- Business Plan: Including industry's general status and market analysis, business objectives, major contents of the business plan statement, and real estate acquisition plan or long-term investment plan.
- Financial Summary: Including CPA auditing status and other necessarily supplemental and explanatory items
- Financial Projection and Analysis: Including financial projection and financial projection analysis.
- Special Items to be included.
- Important Resolutions, Articles of Incorporation, and Relevant Laws and Regulations.
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| Article 7 | The prospectus shall include all items required under these Criteria, as well as a table of contents, page numbering, and a summary (Attachment 1). If any required information is unavailable or may be omitted per the approval of the Securities and Futures Commission (SFC), the notation "N/A" or "Omitted" shall be added next following such items.
Where an item of required information reoccurs in the prospectus, it may occur in full only in one section and occur as a referenced page number in all other sections.
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