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Chapter Content

Title：

Regulations Governing the Offering and Issuance of Securities by Foreign Issuers  CH

Amended Date： 2023.12.29 
Article Content Chapter Content Search Article No. Search Legal Basis Subordinate Legislation Amended Article Legislative History Chinese 
   Chapter II Offering and Issuance of Securities in Taiwan
      Section I Stock
         Subsection I Primary Exchange (or OTC) Listed Companies and Emerging Stock Companies
Article 12    Before it may offer and issue stock, a primary exchange (or OTC) listed company or emerging stock company is required to have filed a Registration Statement for the Domestic Offering and Issuance of Stock by a foreign issuer (Attachments 1 to 5) specifying the required particulars, together with the required documentation, with the FSC and obtained effective registration therewith.
Article 13    A primary exchange (or OTC) listed company that conducts a cash capital increase through a new share issue and whose listing and trading have not been restricted pursuant to Article 139, paragraph 2 of the Act shall allocate 10 percent of the total amount of new shares issued to a public issue to outside parties, provided that if a shareholders meeting resolution calls for allocation of a higher percentage, the resolution shall be complied with.
    If an emerging stock company conducts a cash capital increase through a new share issue and meets the following conditions, it may allocate 10 percent of the total amount of new shares issued to a public issue to outside parties, provided that if a shareholders meeting resolution calls for allocation higher percentage, the resolution shall be complied with:
  1. Two full fiscal years have elapsed since incorporation registration. For an investment holding type company, the period of actual operation by its operating entity is 2 full fiscal years.
  2. Its final ratio of income before tax to shareholders equity in its year-end financial statement meets one of the criteria listed below, and its income before tax in the most recent fiscal year is NT$4 million or higher:
    1. 4 percent or higher in the most recent fiscal year, and after final accounting for the most recent fiscal year, there is no accumulated deficit.
    2. 2 percent or higher in both of the most recent 2 fiscal years.
    3. The average of the most recent two fiscal years is 2 percent or higher, and profitability in the most recent fiscal year is higher than that of the preceding fiscal year.
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Article 14    A primary exchange (or OTC) listed company or emerging stock company that applies for a listing on the Taiwan Stock Exchange or on the OTC market or for emerging stock registration shall appoint a domestic institution to handle foreign exchange settlement, payment of dividends, payment of tax and disclosure of information.
    The dividends, bonuses or other benefits distributed to domestic shareholders by a primary exchange (or OTC) listed company or emerging stock company shall be paid in the same currency as that quoted on the listing.
    Foreign exchange proceeds/payments or foreign exchange transactions that arise in connection with the matters set forth in the preceding paragraph shall be handled by a shareholder services agent in accordance with the applicable provisions of the Statute for Regulation of Foreign Exchange.
Article 15    The following particulars shall be specified in the stock offering plan:
  1. Purpose of the offering.
  2. Total number of stocks to be issued, method for determining the issue price per share and total dollar amount.
  3. Method of underwriting and intended place of listing.
  4. In case of new share issuance for cash injection, the use of proceeds and the projected benefits to be derived therefrom.
  5. If the purpose of the issuance is issuance of new shares in connection with a merger, acquiring shares of another company, or an acquisition or demerger:
    1. The name, amount, and counterparty of the received shares, or the acquired business or assets, and conditions and restrictions on future transfers.
    2. The plan's projected implementation schedule and projected completion date.
    3. Method for deciding the share exchange ratio and the reasonableness thereof.
    4. Projected benefits.
    5. If the counterpart of the merger, acquisition, or share exchange is an affiliated enterprise or related party, the relationship with the affiliated enterprise or related party, the reason for and necessity of selecting that affiliated enterprise or related party, and the impact on shareholders' equity shall each be specified.
  6. The registration, printing, certification, distribution, and delivery by book-entry transfer stock and the method for settlement of domestic transactions.
  7. Time frame for the offering, and the approach to be taken in case of under-subscription.
  8. Other matters required to be specified by the FSC.
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Article 16    The following particulars shall be specified in the custody contract entered into by and between a foreign custodian institution and a domestic central securities depository:
  1. Name, nationality and location of principal place of business of the contracting parties.
  2. Name, type and volume of the securities under custody.
  3. The procedures and manners for safe-keeping and withdrawal of securities.
  4. The manner for handling rescission of the agreement and amendments thereto.
  5. The manner for handling the destruction, damage or loss of the securities under custody.
  6. The custodian institution shall notify the domestic central securities depository and domestic shareholder services agent after receipt of the securities under custody.
  7. The fact that the governing law shall be the laws of the ROC.
  8. The court with jurisdiction over any litigation that may arise in connection with the custody contract; if there is any stipulation for arbitration, the details of such stipulation.
  9. Other important matters agreed upon by the contracting parties or required to be specified by the FSC.
Article 17    A primary exchange (or OTC) listed company or emerging stock company that offers and issues stock shall prepare a prospectus with the content in the Chinese language or a Chinese-English bilingual format, provided that if the English-Chinese bilingual format is used and there is any discrepancy in the interpretation of the meaning of the text, the Chinese version shall prevail.
    The content of the prospectus referred to in the preceding paragraph shall meet the requirements listed below, and additionally shall comply, mutatis mutandis, with the Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses:
  1. The content below shall be printed prominently on the front cover of the prospectus:
    1. Country of registration of the issuer.
    2. The issuer is a company that is a foreign enterprise listed in Taiwan using New Taiwan Dollars.
    3. If the issuer's shares do not have a par value of NT$10 per share, the par value per share, or that the shares are no-par-value shares, shall be noted.
    4. An investor shall carefully read the contents of this prospectus, and shall note the risks associated with the issuer. In addition, the internal page numbers to consult for the related content that text shall be noted. (An emerging stock company shall also add a note requesting that investors carefully read the risk disclosure statement.)
  2. The following matters shall be printed on the inside front cover of the prospectus:
    1. Name of the domestic lawyer who prepared the legal opinion, and the name, address, web address, and telephone number of the law firm. If opinions of any other lawyers are used (e.g. lawyers of the country of registration and the country of the principal place of business), the above information for those lawyers shall also be disclosed together.
    2. Name, job title, contact telephone number, and e-mail address of the litigious and non-litigious agent within the ROC.
  3. The following matters shall be printed in the content of the prospectus:
    1. Company overview, including a company introduction, the structure of the group, and the nationalities or places of registration of the directors, supervisors, managerial officers, and greater than 10 percent shareholders.
    2. An explanation of any material differences from the rules of the ROC in relation to the protection of shareholder equity.
    3. The financial statements printed in the prospectus shall be the consolidated financial statements audited and attested by a CPA, and the CPA audit report, for the most recent 2 fiscal years as of the time of the filing for the offering and issuance of stock. If the filing date falls more than 45 days after the end of each quarter, the consolidated financial statement for the most recent quarter reviewed by a CPA, and the CPA review report, shall additionally be submitted. If, before the printing of the prospectus, there is any most recent financial statement audited by a CPA, it shall also be disclosed therewith.
    A primary exchange (or OTC) listed company or emerging stock company offering and issuing stock shall deliver the prospectus to subscribers in advance.
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Article 18    A primary exchange (or OTC) listed company or emerging stock company that offers and issues stock -- except in the case of a company issuing stock in connection with acquiring shares of a company or merging with or acquiring a company, or an emerging stock company offering and issuing stock without conducting a public issue to outside parties -- shall engage an underwriter to conduct a public underwriting.
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Article 19    A primary exchange (or OTC) listed company or emerging stock company shall appoint an agent to handle shareholder services business on its behalf. The agent shall prepare and maintain custody of the shareholders' register.
Article 20    After the issuance of stocks, a primary exchange (or OTC) listed company or emerging stock company shall within 10 days after the end of each month submit to the Central Bank a Report on the Liquidity of Foreign Stocks Issued Domestically by a Foreign Issuer (Attachment 38), and shall input the information to the information disclosure website specified by the FSC.
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Article 21    A primary exchange (or OTC) listed company or emerging stock company shall, 7 days before the date on which the regular shareholders meeting is convened, transmit an electronic file of its annual report to the information reporting website specified by the FSC. The content of the annual report shall be in the Chinese language or a Chinese-English bilingual format. However, if an English-Chinese bilingual format is used and there is any discrepancy in the interpretation of the meaning of the respective texts, the Chinese version shall prevail.
    The annual report of the preceding paragraph shall contain the information listed below, and additionally shall comply, mutatis mutandis, with the Regulations Governing Information to be Published in Annual Reports of Public Companies:
  1. Inside front cover of the annual report:
    1. Board of directors name list (for independent directors domiciled in Taiwan, nationality and principal job experience shall also be specified).
    2. Name, title, contact phone number, and e-mail address of the designated agent within the ROC.
  2. Content of the annual report:
    1. Company overview, including company and group introductions, group structure, and risk matters.
    2. The matters of special note shall include an explanation of any material differences from the rules of the ROC in relation to the protection of shareholder equity.
 
         Subsection II Secondary Exchange (or OTC) Listed Companies
Article 22    A secondary exchange (or OTC) listed company offering and issuing stock shall file a Registration Statement for the Domestic Offering and Issuance of Stock by a foreign issuer (Attachments 6 to 9) based on the nature of its case specifying the required particulars, and annexing the required supporting documents, and may proceed to the issuance only after obtaining effective registration from the FSC.
    The stock for which a secondary listed company applies for exchange listing or OTC trading are limited to stocks in the same class that have been listed on other stock exchanges or traded on other OTC markets.
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Article 23    Where a secondary exchange (or OTC) listed company registers the offering and issuance of stocks, the stocks in question shall carry the same rights and obligations as other stocks in the same class that have been listed on other stock exchanges or traded on other OTC markets.
Article 24    A secondary exchange (or OTC) listed company may not restrict stockholders from selling the stocks on a foreign stock exchange.
    Where stocks issued in Taiwan by a secondary exchange (or OTC) listed company are sold in an overseas securities market by the investor who holds the stocks, the investor shall engage a local securities firm to process related foreign exchange proceeds/payments or foreign exchange transactions pursuant to the Statute for Regulation of Foreign Exchange.
    After sale of the stocks in an overseas market, the investor may subsequently buy stocks in an overseas market and trade them on the domestic market, provided that the number of subsequently purchased and traded shares shall not exceed the number of shares originally sold.
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Article 25    A secondary exchange (or OTC) listed company that offers and issues stock shall prepare a prospectus. In addition to the particulars required in accordance with the laws and regulations of the foreign issuer's country of registration and the country where its shares are listed, the following particulars shall be specified in the prospectus:
  1. Company overview (including company and group introductions, group structure, risk matters, capital stock, and director, supervisor, managerial officer, and major shareholder information).
  2. Operations overview (including business scope, competitive strategy, business objectives, strategy, and plan; market, production, and sales overview; major contracts, and other matters requiring supplementary explanation).
  3. Issue plan and fund utilization plan (including the price-setting method for the current issue and an analysis of the fund utilization plan) and matters stipulated therein.
  4. Financial overview (including summary financial data, financial statements, and a review and analysis of the financial condition and operating results, for the most recent 5 fiscal years, and other important matters).
  5. Status of corporate governance operations and other matters requiring supplementary explanation.
  6. The concluding opinion of the securities underwriter's evaluation.
  7. A legal opinion issued by a lawyer.
  8. The shareholder services agent.
  9. Main content of the custody contract.
  10. Any matters requiring attention in connection with restrictions on securities transactions by foreigner nationals, tax burdens, and tax payment procedures, of the foreign issuer's country of registration and country in which its shares are listed.
  11. The highest, lowest, and average market price of the stock for the most recent 6 months on any securities trading market on which it is listed. However, if the period of listing of the underlying securities has been less than 6 months, the highest, lowest and average market prices for such period.
  12. Method for exercise of shareholder rights.
  13. Those who have retained an FSC-approved or -recognized credit rating institution to conduct a credit rating shall disclose the credit rating report issued by the credit rating institution.
  14. Any other important stipulations, or other matters that the FSC requires to be specified.
    The draft prospectus shall be transmitted, as an electronic file in the format prescribed by the FSC, to the information disclosure website specified by the FSC and, within 30 days from the date of receipt of the notice of effective registration, the final amended prospectus shall be transmitted as an electronic file to the information disclosure website specified by the FSC.
    A secondary exchange (or OTC) listed company offering and issuing stock shall deliver the prospectus to subscribers in advance.
Article 26    A secondary exchange (or OTC) listed company shall appoint a shareholders services agent to prepare and maintain custody of its shareholders' register.
Article 27    The provisions of Articles 14 to 16, Article 18, and Article 20 shall apply mutatis mutandis to a secondary exchange (or OTC) listed company offering and issuing stock.
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      Section II Taiwan Depositary Receipts
Article 28    A foreign issuer that is a secondary exchange (or OTC) listed company may sponsor issuance of TDRs by a depositary institution only after it submits, based on the nature of its case, the Registration Form for Sponsoring Issuance of Taiwan Depositary Receipts (Attachments 10 to 13) recording the required matters together with the required documentation to the FSC to file for effective registration.
    Shareholders of a secondary exchange (or OTC) listed company that engage a depositary institution to domestically issue TDRs, using shares that have already been issued and are held by the shareholders, may do so only after submitting the Registration Form for Non-sponsoring Issuance of Taiwan Depositary Receipts (Attachment 14) recording the required matters together with the required documentation to the FSC to file for effective registration.
    When the holders of already-issued TDRs of a secondary exchange (or OTC) listed company gratuitously obtain shares of another company due to a demerger or a distribution of dividends, that other company may, after the TWSE or TPEx has filed with the FSC the contract for exchange listing or OTC listing of its TDRs, file to sponsor issuance of TDRs with the aforesaid shares of the other company.
    In a case referred to in the preceding paragraph, it is required prior to the effective registration date to obtain proof that an approved overseas securities exchange has approved the listing and trading of the other company's shares, and additionally to duly submit a filing with all of the relevant documents attached. The filing will become effective 7 business days from the date it is accepted for processing by the FSC and the institution designated by the FSC, and such cases are exempt from the requirement of conducting public underwriting.
    The provisions of Article 5, paragraphs 2 to 6, Article 7, and Article 8 shall apply mutatis mutandis to filing cases referred to in paragraph 3.
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Article 29    After the issuance of TDRs, no additional depositary receipts shall be issued without obtaining an effective registration from the FSC, except under the following circumstances:
  1. Where new shares are issued as a result of cash capital increase and the original shareholders have the pre-emptive rights under the laws and regulations of the country of registration of the secondary exchange (or OTC) listed company, or the foreign issuer issues bonus shares, and additional TDRs corresponding to the amount of the newly issued shares may be issued; provided, that the additional depositary receipts shall carry the same rights and obligations as those of the TDRs for which effective registration was previously obtained from the FSC.
  2. Where TDRs have been redeemed, depositary receipts within the amount redeemed may be re-issued by the depositary institution; provided that the re-issuance by the depositary institution within the amount redeemed shall have been specifically authorized in the deposit contract and custody contract, and the shares represented by the re-issued TDRs may not be treasury shares repurchased by a secondary exchange (or OTC) listed company.
    For additional TDRs corresponding to the amount of the newly issued shares pursuant to subparagraph 1 of the preceding paragraph, the depositary institution shall deliver the additional depositary receipts to the holders within 30 days after the foreign issuer is permitted to issue new shares in accordance with the laws and regulations of its country of registration and shall, before delivery of the additional depositary receipts, make public announcement and file a report to the Central Bank of the total dollar amount and units of the issuance, the ratio of additional depositary receipts that a holder of each unit of the original depositary receipts is entitled to receive and the total amount of securities represented by the additional depositary receipts, and shall input the relevant information to the information disclosure website specified by the FSC.
    The additional TDRs issued in accordance with subparagraph 1 of paragraph 1 above shall be listed on the stock exchange or an OTC market on the date when such depositary receipts are delivered to the holders.
    The amount redeemed referred to in paragraph 1, subparagraph 2 of this article shall exclude any amount redeemed due to the repurchase of TDRs by a secondary exchange (or OTC) listed company.
Article 30    The following particulars shall be specified in the offering plan for TDRs:
  1. Purpose of the offering.
  2. Projected date of issuance, total dollar amount, total number of units to be issued, number of the underlying securities represented by TDRs, and method for determining the issue price.
  3. Rights and obligations of the holders of TDRs.
  4. Source of the underlying securities represented by TDRs.
  5. Method of underwriting and intended place of listing.
  6. The intended use of the proceeds; where the party raising funds is a secondary exchange (or OTC) listed company, the offering plan shall also specify the projected benefits to be derived therefrom.
  7. If the offering is for the purpose of merging with a domestic [Taiwan]company, acquiring shares of a domestic [Taiwan]company, or for an acquisition or demerger that involves a domestic [Taiwan]company, the following particulars shall be set forth:
    1. The number of shares received (or the name of the business or assets acquired), the party from which the acquisition is to be made, and conditions and limitations attaching to any future transfer.
    2. The expected rate of progress, and expected date of completion.
    3. The method of deciding the share exchange ratio and the reasonableness thereof.
    4. The expected benefit.
    5. Where the counterparty in any merger, acquisition, or share swap is an affiliated enterprise or affiliated person, the offering plan shall state the nature of the affiliation with such enterprise or person, the reason for selecting the affiliated enterprise or affiliated person, the need for such selection, and the effect of the selection upon shareholders' equity.
  8. Allocation of relevant fees incurred during the offering period and the duration of the facility; provided, that this requirement does not apply if the TDRs are issued by a foreign issuer for a capital increase.
  9. The time frame for the offering, and the approach to be taken in case of under-subscription; if the case is a merger with a domestic [Taiwan] company, acquiring shares of a domestic [Taiwan]company, or an acquisition or demerger that involves a domestic [Taiwan]company, the offering plan shall set forth the time period for completion of the issue, and the approach to be taken in case no issuance is carried out before the deadline.
  10. Other matters required to be specified by the FSC.
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Article 31    The following particulars shall be specified in the deposit contract:
  1. The name, nationality and location of principal place of business of the contracting parties.
  2. The total dollar amount, total number of units, and number of the underlying securities represented by and the projected issue price per unit of the TDRs to be issued.
  3. The depositary institution shall use its reasonable and diligent efforts to select a custodian institution for the interest of the holders of TDRs and to enter into a custody contract or other documents for custody of the underlying securities represented by the depositary receipts.
  4. The obligations and responsibilities of the depositary institution.
  5. The method for calculation of the remuneration payable to the depositary institution and the manner and term for payment thereof.
  6. An undertaking from the secondary exchange (or OTC) listed company to provide reports to the depositary institution in accordance with the requirements of the FSC and the securities laws and regulations of its country of registration and the country where its securities are listed.
  7. The underlying securities represented by TDRs shall all be placed under the custody of a custodian institution.
  8. The fees and expenses for the purchase of TDRs.
  9. The manner for registration of the transfer of TDRs.
  10. Taxation to be leviable on TDRs.
  11. The method for fixing the record date for determination of entitlement to any right or dividend.
  12. The consent to allow the depositary institution to exercise the shareholders' rights on behalf of the holders of TDRs.
  13. The fact that the depositary institution is authorized to handle subscription of new shares on behalf of the holders of TDRs.
  14. The method for the depositary institution to handle the distribution of dividends, bonus, interest or other benefits.
  15. The manner for the depositary institution's exercise of the shareholders' rights on behalf of holders.
  16. If the foreign issuer is conducting a merger, acquiring shares of another company, conducting an acquisition or demerger, or distributing non-cash dividends, the method for handling of the securities held by the holders of the TDRs.
  17. Any amendments to the agreement.
  18. The manner for handling the rescission of the agreement:
  19. The fact that the governing law shall be the laws of the ROC.
  20. The fact that, in case of litigation, the District Court of Taipei, Taiwan shall have jurisdiction; if there is any stipulation for arbitration, the details of such stipulation.
  21. Other important matters agreed upon by the contracting parties or required to be specified by the FSC.
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Article 32    The following particulars shall be specified in the custody contract or other custodian documents:
  1. The name, nationality and location of the principal place of business of each contracting party.
  2. The name, type and volume of the securities under custody.
  3. The method for calculation of the remuneration payable to the custodian institution and the manner and term for payment thereof.
  4. The procedures and manners for safe-keeping and withdrawal of securities.
  5. The manner for handling the rescission of the agreement or amendments thereto.
  6. The method for handling the destruction, damage or loss of the securities under custody.
  7. The fact that the custodian institution shall notify the depositary institution after receipt of the securities under custody.
  8. The fact that the governing law shall be the laws of the ROC.
  9. The court with jurisdiction over any litigation that may arise in connection with the custody contract; if there is any stipulation for arbitration, the details of such stipulation.
  10. Other important matters agreed upon by the contracting parties or required to be specified by the FSC.
Article 33    A depositary institution shall not concurrently act as an underwriter for the same issue of TDRs.
    The depositary institution shall prepare and keep a roster of the holders of TDRs.
Article 34    A secondary exchange (or OTC) listed company that sponsors issuance of TDRs shall prepare a prospectus. In addition to the particulars required in accordance with the laws and regulations of the secondary exchange (or OTC) listed company's country of registration and the country where its shares are listed, the following items shall be specified in the content of the prospectus:
  1. On the front cover of the prospectus, the TDR code shall be printed in the upper right hand corner, and the following items shall be printed in sequential order:
    1. Name of the company.
    2. The prospectus is prepared for purposes of an issue of TDRs: the source of the securities represented by the TDRs; the quantity of the securities represented; the total number of units issued; the price-setting method for the current issue; the premium/discount percentage of the issue price to the underlying stock price; the total monetary amount of the issue; the public underwriting percentage; the underwriting and allotment method. For the issuance plan, the internal page numbers to consult for the related content may be noted.
    3. Outline of the purpose of the fund utilization plan and anticipated benefits and notes referencing the internal page numbers for the related content.
    4. The following content shall be printed prominently:
      1. Country of registration of the issuer.
      2. The issuer is a company that is a foreign enterprise listed in Taiwan using New Taiwan Dollars.
      3. An investor shall carefully read the contents of this prospectus, and shall note the risks associated with this company. In addition, the internal page numbers to consult for the related content shall be noted.
      4. The effective registration of the securities may not be used in any advertisement as proof of the veracity of registration particulars or as a guarantee the value of the securities.
      5. If there is any misrepresentation or nondisclosure in the content of the prospectus, the foreign issuer and its responsible person and any other persons who have signed or sealed the prospectus shall be held liable in accordance with law.
      6. Web addresses for querying prospectus information, including the information disclosure website specified by the FSC and the website on which the company discloses information related to the prospectus.
    5. Date of printing.
    6. Related underwriting fees.
    7. In the event of any of the following circumstances, the company shall note the circumstance on the cover in a prominent font:
      1. Where there has been a change in the code of the TDRs, the original stock code shall be printed along with the new stock code 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, 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. Where TDRs are issued in connection with a merger or acquisition (including merger or consolidation, acquisition, or demerger) or acquisition of another company's shares, if there are any restrictions on transfer or pledge of the issued TDRs, such restrictions shall be noted.
    8. 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.
  2. The inside front cover of the prospectus shall have the following items relevant to the current issue printed in sequential order:
    1. Sources of the paid-in capital before the current issue, including the respective amounts from cash capital increase, capital increase through capitalization of retained earnings, capital increase through capitalization of capital reserve, capital increase in connection with a merger, or other sources of funds, and the respective ratios thereof to the paid-in capital amount.
    2. The prospectus distribution plan: specify the places where the prospectus will be displayed, the distribution methods, and the methods for requesting and obtaining the prospectus.
    3. Name, address, web address, and telephone number of the shareholder services agent.
    4. Name, address, web address, and telephone number of the depositary institution.
    5. Name, address, web address, and telephone number of the custodian institution.
    6. Name, address, web address, and telephone number of the credit rating institution.
    7. Names of the CPAs who attested the financial report for the most recent year and the domestic CPAs who reviewed it, and the CPA firm names, addresses, web addresses, and telephone numbers.
    8. Name of the domestic lawyers who prepared the legal opinion, and the name, address, web address, and telephone number of the law firm. If opinions of any other lawyers are used (e.g. lawyers of the country of registration and the country of the principal place of business), the above information for those lawyers shall also be disclosed together.
    9. Names, job titles, contact telephone numbers, and e-mail addresses of the spokesperson and deputy spokesperson.
    10. Company information (including addresses, web addresses, and phone numbers of the head office and any branches, and the name, job title, contact telephone number, and e-mail address of the litigious and non-litigious agent within the ROC).
    11. Address of website on which can be queried trading information of the country where the securities represented by the TDRs are listed and information on the finances and business of the company.
  3. The content of the prospectus shall specify the following items:
    1. Company overview (including a company and group introduction, group structure, risk matters, capital stock, directors, supervisors, managerial officers, and major shareholder information).
    2. Operations overview (including business scope, competitive strategy, business objectives, strategy, and plan; market, production, and sales overview; major contracts, and any other matters requiring supplementary explanation).
    3. Issue plan and fund utilization plan (including the price-setting method for the current issue and an analysis of the fund utilization plan) and matters stipulated therein.
    4. Financial overview (including summary financial data, financial statements, and a review and analysis of the financial condition and operating results, for the most recent 5 fiscal years, and other important matters).
    5. Status of corporate governance operations and other matters requiring supplementary explanation.
    6. Dividend policy and its implementation status.
    7. The concluding opinion of the securities underwriter's evaluation.
    8. Legal opinion issued by a lawyer.
    9. The principal content of the custody agreement (or other custody documents) and the depositary agreement.
    10. Any matters requiring attention in connection with restrictions on securities transactions by foreigner nationals, tax burdens, and tax payment procedures, of the secondary exchange (or OTC) listed company's country of registration and country in which its shares are listed.
    11. The highest, lowest, and average market prices of the stock represented by the TDRs for the most recent 6 months on any securities trading markets on which it is listed and the closing price on the business day preceding the filing date. Except in cases of public sale of TDRs prior to initial exchange listing (or OTC listing), a note shall also be made stating the differences in each of the aforesaid market prices between the markets on which the security is listed. If the period of listing has been less than 6 months, the stated period may be the actual period of listing.
    12. Rights exercisable by, or restrictions placed on, holders of the securities represented by the TDRs.
    13. For sponsored issuance of TDRs for purposes of conversion or performance of obligations in connection with exercise of foreign convertible bonds or corporate bonds with warrants listed for trading on an overseas securities market, the issuance rules for the convertible bonds or corporate bonds with warrants.
    14. Those who have retained an FSC-approved or -recognized credit rating institution to conduct a credit rating shall disclose the credit rating report issued by the credit rating institution.
    15. Any other important stipulations or other matters that the FSC requires to be specified.
  4. The back cover of the prospectus shall be signed or sealed by more than half of the company's directors and by its general manager.
  5. The securities underwriter and its responsible person, CPAs, lawyers, and other experts shall sign or seal the prospectus indicating their endorsement of the part for which they are responsible.
    The draft prospectus shall be transmitted, as an electronic file in the format prescribed by the FSC, to the information disclosure website specified by the FSC and, within 30 days from the date of receipt of the notice of effective registration, the final amended prospectus shall be transmitted as an electronic file to the information disclosure website specified by the FSC.
    A secondary exchange (or OTC) listed company sponsoring issuance of TDRs by a depositary institution shall deliver the prospectus to offerees in advance.
Article 35    When a foreign issuer sponsors a depositary institution in the issuance of TDRs When a foreign issuer sponsors issuance of TDRs by a depositary institution -- except in the case of sponsoring issuance of TDRs in connection with acquiring shares of a domestic [Taiwan] company or merging with or acquiring a domestic [Taiwan] company -- the foreign issuer shall engage securities underwriter(s) to handle public underwriting.
Article 36    When a secondary exchange (or OTC) listed company sponsors issuance of TDRs, only after the TDRs are listed or traded on the OTC market may shareholders of the company engage the depositary institution to issue TDRs in Taiwan using shares that have already been issued and are held by the shareholders, in which case a filing shall duly be submitted with all of the relevant documents attached. The filing will become effective 7 business days from the date it is accepted for processing by the FSC and the institution designated by the FSC
    Where shareholders of a secondary exchange (or OTC) listed company engage a depositary institution to issue TDRs domestically using shares that have already been issued and are held by the shareholders, they shall engage a securities underwriter to conduct an evaluation and issue an evaluation report and to sell the depositary receipts on a firm commitment basis, and the securities underwriter shall deliver the prospectus on their behalf. The engaged depositary institution and custodian institution shall be the same depositary institution and custodian institution as were engaged by the secondary exchange (or OTC) listed company that sponsored issuance of the TDRs. And the rights and obligations of the stock represented by the TDRs shall be the same as the rights and obligations of the stock represented by the TDRs of which the secondary exchange (or OTC) listed company sponsored issuance. The securities underwriter shall explain the method and basis for the pricing of the issue.
    The content of the prospectus referred to in the preceding paragraph, in addition to the particulars required in accordance with the laws and regulations of the secondary exchange (or OTC) listed company's country of registration and country of listing, shall also specify the following items
  1. On the front cover of the prospectus, the TDR code shall be printed in the upper right hand corner, and the following items shall be printed in sequential order:
    1. Name of the company.
    2. The prospectus is prepared for purposes of an issue of TDRs: the source of the securities represented by the TDRs; the quantity of the securities represented; the total number of units issued; the price-setting method for the current issue; the premium/discount percentage of the issue price to the underlying stock price; the total monetary amount of the issue; the public underwriting percentage; the underwriting and allotment method. For the issuance plan, the internal page numbers to consult for the related content may be noted.
    3. The following content shall be printed prominently:
      1. Country of registration of the issuer.
      2. The issuer is a company that is a foreign enterprise listed in Taiwan, and the prospectus is prepared for purposes of the offering and issuance of TDRs in Taiwan by the depositary institution that has been engaged by shareholders of the secondary exchange (or OTC) listed company using shares that have already been issued and are held by them.
      3. An investor shall carefully read the contents of this prospectus, and shall note that, because the foreign issuer is not sponsoring this issue of TDRs, the investor should refer to the information publicly announced by the foreign issuer concerning its financial and business data and operating condition.
      4. The effective registration of the securities may not be used in any advertisement as proof of the veracity of registration particulars or as a guarantee the value of the securities.
      5. If there is any misrepresentation or nondisclosure in the content of the prospectus, the persons who have signed or sealed the prospectus shall be held liable in accordance with law.
      6. Web addresses for querying prospectus information, including the information disclosure website specified by the FSC.
    4. Date of printing.
    5. Related underwriting fees.
    6. In the event of any of the following circumstances, the company shall note the circumstance on the cover in a prominent font:
      1. Where there has been a change in the code of the TDRs, the original stock code shall be printed along with the new stock code 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, 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.
    7. 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.
  2. The inside front cover of the prospectus shall have the following items relevant to the current issue printed in sequential order:
    1. The prospectus distribution plan: specify the places where the prospectus will be displayed, the distribution methods, and the methods for requesting and obtaining the prospectus.
    2. Name, address, web address, and telephone number of the shareholder services agent.
    3. Name, address, web address, and telephone number of the depositary institution.
    4. Name, address, web address, and telephone number of the custodian institution.
    5. Name of the domestic lawyers who prepared the legal opinion, and the name, address, web address, and telephone number of the law firm. If opinions of any other lawyers are used (e.g. lawyers of the country of registration and the country of the principal place of business), the above information for those lawyers shall also be disclosed together.
    6. Address of website on which can be queried trading information of the country where the securities represented by the TDRs are listed and information on the finances and business of the company.
  3. The content of the prospectus shall specify the following items:
    1. Motivation and purpose for raising funds through the public offering.
    2. Method for setting the price and an explanation.
    3. Evaluation report provided by the securities underwriter.
    4. TDR issuance plan and matters stipulated therein.
    5. The principal content of the custody agreement (or other custody documents) and the depositary agreement.
    6. Any matters requiring attention in connection with restrictions on securities transactions by foreigner nationals, tax burdens, and tax payment procedures, of the secondary exchange (or OTC) listed company's country of registration and country in which its shares are listed.
    7. Rights exercisable by, or restrictions placed on, holders of the TDRs or the securities represented by the TDRs.
    8. The highest, lowest, and average market prices of the stock represented by the TDRs for the most recent 6 months on any securities trading markets on which it is listed and the closing price on the business day preceding the filing date. A note shall also be made stating the differences in each of the aforesaid market prices between the markets on which the security is listed. If the period of listing has been less than 6 months, the stated period may be the actual period of listing.
    9. Any other important stipulations or other matters that the FSC requires to be specified.
  4. The back cover of the prospectus shall be signed or sealed by more than half of the company's directors and by its general manager.
  5. The securities underwriter and its responsible person, CPAs, lawyers, and other experts shall sign or seal the prospectus indicating their endorsement of the part for which they are responsible.
    The draft prospectus shall be transmitted, as an electronic file in the format prescribed by the FSC, to the information disclosure website specified by the FSC and, within 30 days from the date of receipt of the notice of effective registration, the final amended prospectus shall be transmitted as an electronic file to the information disclosure website specified by the FSC, which shall be done by the depositary institution.
    The offering and issuance of TDRs in Taiwan by a depositary institution that has been engaged by shareholders of a secondary exchange (or OTC) listed company using shares that have already been issued and are held by them shall be subject mutatis mutandis to the provisions of Article 5, paragraphs 2 to 6; Article 7, paragraph 1, subparagraphs 1, 4 to 6, and 9 and paragraph 2; Article 8, paragraph 1, subparagraph 12; Article 9, paragraphs 1 and 3; and Article 10, paragraph 1, subparagraph 1 and paragraph 2.
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Article 37    When a holder of TDRs request for redemption, it may request the depositary institution to deliver the underlying securities to the holder so requested, or to sell the underlying securities and then pay the sales proceeds after deducting tax and other relevant fees to the holder.
    The payment of the sales proceeds referred to in the immediately preceding paragraph or the payment of dividend, bonus, interest or other benefits distributed by the depositary institution on behalf of the secondary exchange (or OTC) listed company shall be made in New Taiwan Dollars.
    Settlement of foreign currency receivable or payable or transactions pursuant to the immediately preceding paragraph and paragraph 1 of Article 29 hereof shall be applied for by the depositary institution and shall be handled in accordance with the relevant provisions of the Statute for Regulation of Foreign Exchange.
    When a holder of TDRs requests for redemption pursuant to paragraph 1 and sells the underlying securities represented by the TDRs in an overseas securities market, it shall engage the depositary to handle foreign exchange payment/receipt or transactions resulting therefore according to the relevant provisions of the statute for Regulation of Foreign Exchange.
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Article 38    When the secondary exchange (or OTC) listed company provides the depositary institution with any information as required pursuant to the deposit contract, a report thereof shall be filed with the FSC within 3 days after such provision.
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Article 39    A secondary exchange (or OTC) listed company that simultaneously meets all of the conditions listed in the subparagraphs below may submit the Shelf Registration Statement for a Foreign Issuer Sponsoring Issuance of Taiwan Depositary Receipts (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.
  1. Its TDRs have been listed on the domestic stock exchange market or traded on the OTC stock market for a combined period of 1 year or more.
  2. It has periodically or non-periodically publicly disclosed its financial and business information to the public in accordance with laws and regulations in each of the past 3 years.
  3. Has not within the past 3 years made any serious violation of rules of the TWSE or TPEx regarding information disclosure.
  4. Has not within the past 3 years had any offering and issuance of securities rejected, voided, or revoked by the FSC or the competent authority of the country of listing. 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 or the competent authority of the country of overseas listing.
  5. Any cash capital increase or corporate bond issuance plans effectively registered with FSC or the competent authority of the country of listing in the past 3 years have all been implemented as planned and on schedule, and no material changes have occurred.
  6. The domestic and overseas CPAs engaged by the issuer have not within the past 3 years received a warning or more severe sanction under the law for their handling of securities offering and issuance.
  7. The lead underwriter engaged by the issuer has not within the past 3 years been subject to any order under law or regulation to a sanction to dismiss any of its directors, supervisors, or managerial officers or a more severe sanction in connection with handling of securities offering and issuance.
    The scheduled issuance period referred to in the preceding paragraph may not exceed 1 year counting from the date of effective registration. The secondary exchange (or OTC) listed company shall set the period at the time of filing with the FSC.
    When a secondary exchange (or OTC) listed company issues TDRs during the scheduled issuance period, it shall engage an underwriter to underwrite the issuance in full on a firm commitment basis.
Article 40    When a secondary exchange (or OTC) listed company issues TDRs within the scheduled issuance period referred to in the preceding article, it shall deliver the simplified prospectus to offerees in advance, and on the next business day after each time it has completed collection of the funds, submit the Shelf Registration Supplement for an Issue of Taiwan Depositary Receipts (Attachment 16), complete with all required information, together with required documents, to the FSC for recordation.
    The content of the simplified prospectus referred to in the preceding paragraph, in addition to the particulars required in accordance with the laws and regulations of the secondary exchange (or OTC) listed company's country of registration and country of listing, shall also specify the following items:
  1. The front cover, inside front cover, and back cover of the prospectus shall contain the items specified in Article 34, paragraph 1, subparagraphs 1, 2, 4, and 5, and additionally "Simplified Prospectus" shall be printed in a prominent font on the front cover. The inside front cover also shall state the web address and the places that investors can review the prospectus prepared under Article 34.
  2. The content of the simplified prospectus shall specify the following items:
    1. Permitted issuance period, total number of units for issuance under the shelf registration, number of units already issued, and remaining number of units that may be issued.
    2. Company overview (including capital stock, directors, supervisors, managerial officers, and major shareholder information).
    3. Operations overview (including market, production, and sales overview; major contracts, and any other matters requiring supplementary explanation).
    4. Issue plan, fund utilization plan, and matters stipulated therein.
    5. Financial statements (but not including the financial statement notes and annexes)
    6. The securities underwriter's evaluation opinion regarding whether the secondary exchange (or OTC) listed company complies with paragraphs 4 and 5 herein and with Article 39 hereof and the concluding opinion of the evaluation.
    7. Legal opinion issued by a lawyer.
    8. The highest, lowest, and average market prices of the securities represented by the TDRs for the most recent 6 months on any securities trading markets on which it is listed and the closing price on the business day preceding the filing date, and a note shall also be made stating the differences in each of the aforesaid market prices between the markets on which the security is listed.
    9. Any changes or new additions that were subsequently made to any content of the previous prospectus.
    10. If there have been any changes in any content of the depositary agreement or custody agreement, the changes shall be disclosed.
    The simplified prospectus referred to in the preceding paragraph shall, prior to each issue, be transmitted, as an electronic file in the format prescribed by the FSC, to the information disclosure website specified by the FSC.
    When the secondary exchange (or OTC) listed company issues TDRs during the scheduled issuance period referred to in the preceding article, if there is any change in CPA or lead underwriter engaged by it, any CPA or lead underwriter that it engages shall still be required respectively to comply with the requirements of paragraph 1, subparagraph 6 or 7 of the preceding article.
    When the secondary exchange (or OTC) listed company issues TDRs during the scheduled issuance period referred to in the preceding article, if there is any violation of Article 7, Article 8, or paragraph 1 of the preceding article, the FSC may void or revoke the TDRs of that secondary issue.
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Article 41    After a secondary exchange (or OTC) listed company has filed and obtained effective shelf registration for issuance of TDRs, the effectiveness of the registration will immediately be terminated upon occurrence of any of the following events:
  1. An event under paragraph 5 of the preceding article.
  2. Expiration of the scheduled issuance period.
  3. The number of units scheduled to be issued under the shelf registration has been issued in full.
  4. The FSC voids the shelf registration as it deems necessary to protect the public interest.
    Before the current shelf registration has duly been terminated, the secondary exchange (or OTC) listed company may not make any further filing to sponsor issuance of TDRs.
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Article 42    After the issuance of TDRs, the depositary institution shall, within 10 days after the end of each month, submit to the Central Bank a Monthly Report on the Liquidity and Redemption of TDRs (Attachment 39), and input the information to the information disclosure website specified by the FSC.
 
      Section III Bonds
Article 43    A foreign issuer intending to issue and offer bonds domestically shall file a Registration Statement for Offering and Issuance of Bonds by foreign issuers corresponding to the nature of the issue (Attachments 17 to 19), specifying the required particulars, and annexing the required supporting documents, and may proceed to the issuance only after effective registration has been obtained from the FSC.
    Where a foreign issuer, having already sponsored issuance of TDRs on the TWSE or on an OTC market, registers the offering and issuance of convertible corporate bonds or corporate bonds with warrants, may sponsor issuance of TDRs to enable execution of conversions or the performance of stock option obligations, in which case such TDRs shall carry the same rights and obligations as TDRs traded on the TWSE or on an OTC market.
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Article 44    (Deleted)
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Article 45    A foreign issuer that files to register the offering and issuance of straight corporate bonds and that meets the conditions of each of the following subparagraphs may submit the Shelf Registration Statement for Issuance of Straight Corporate Bonds by a foreign issuer (Attachment 20), complete with all required information and all required documents, to the FSC for effective registration and complete the issuance within the expected issuance period.
  1. The issuer is a primary exchange (or OTC) listed company that has been domestically listed, or whose securities have been trading on the OTC market, for a combined total of a full 3 years, or is a secondary exchange (or OTC) listed company whose stocks, or securities representing its stocks, have been listed and traded on one of the overseas securities markets approved by the competent authority for a full 3 years. However, in either of the following circumstances, this restriction shall not apply:
    1. An issuer filing to issue straight corporate bonds is a company controlled by another company, the bonds are fully guaranteed by the controlling company, and the stock of the controlling company has been listed and traded on one of the overseas securities markets approved by the competent authority for a full 3 years.
    2. The issuer is an overseas financial institution that has been approved by the FSC to establish a domestic branch in the ROC, and the stock of the financial institution's parent holding company has been listed and traded on one of the overseas securities markets approved by the competent authority for a full 3 years.
  2. The issuer's net worth, as stated in the CPA audited and attested financial report for the most recent year, is not less than NT$500 million.
  3. The issuer is not currently in material breach of contract or material default on the payment of principal and interest, with respect to any previously issued corporate bonds or other debt, or more than 3 years have passed since the date of resolution of any previous instance of such breach or default.
  4. The issuer has not been sanctioned by the FSC or the competent authority of its overseas country of listing within the past 3 years for any breach of information disclosure regulations.
  5. Any plan for a cash capital increase or issuance of corporate bonds that received effective registration from the FSC or the competent authority of the overseas country of listing within the past 3 years has been executed according to schedule and with no material alteration.
  6. The CPA engaged by the issuer has received no warning or any other more serious sanction under the law within the past 3 years due to work related to the offering and issuance of securities.
  7. The lead underwriter engaged by the issuer has received no sanction pursuant to law or regulation ordering it to dismiss a director, supervisor, or managerial officer, or any other equally or more serious sanction, within the past 3 years due to work related to the offering and issuance of securities.
    Article 5 shall apply mutatis mutandis to a foreign issuer that files for registration in accordance with the preceding paragraph.
    The expected issue period referred to in paragraph 1 shall not exceed 2 years counting from the date of effective registration. The foreign issuer shall set the period at the time of registering with the FSC.
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Article 46    When issuing straight corporate bonds within the expected issue period as referred to in the preceding article, the foreign issuer shall, on the next business day after it has completed collecting the payment, submit the Supplementary Shelf Registration Statement for Issuance of Straight Corporate Bonds by a foreign issuer (Attachment 21) complete with all required information, together with the required documents, to the FSC for recordation.
    With respect to issuance by a foreign issuer of straight corporate bonds during the expected issue period referred to in the preceding article, the FSC may cancel a foreign issuer's current supplementary issue of straight corporate bonds if there is any violation of Article 7 or paragraph 1 of the preceding article.
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Article 47    If any of the following events occurs after effective registration of a shelf registration for issuance of straight corporate bonds by a foreign issuer, the shelf registration shall be terminated:
  1. An event referred to in paragraph 2 of the preceding article.
  2. Expiration of the expected issue period.
  3. The expected total issue amount under the shelf registration has been fully issued.
  4. The FSC deems cancellation of the shelf registration necessary to protect the public interest.
    Before the current shelf registration has been duly terminated, the foreign issuer may not file for any further registration of issuance of straight corporate bonds.
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Article 48    A foreign issuer shall designate the following agents domestically to handle the related matters:
  1. Agent for the issuance of bonds.
  2. Agent for payments (of interests and principal).
  3. Agent for conversion or subscription of shares.

    Foreign exchange matters relating to the proceeds resulted from issuance and offering of the bonds shall be handled pursuant to Article 10, paragraph 2.
    Foreign exchange matters relating to the payment (of interest and principal), conversion or share subscription as specified in paragraph 1 above shall be handled in accordance with the relevant provisions of the Statute for Regulation of Foreign Exchange
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Article 49    When offering and issuing bonds, a foreign issuer shall specify in the offering plan the following particulars:
  1. Projected date of issuance.
  2. Coupon rate.
  3. Method for payment of interest.
  4. Interest payment date(s).
  5. Type of the bonds, face value, and the aggregate amount of the issue.
  6. The availability of collateral or guarantee.
  7. Name of the trustee for the creditors and the major terms and conditions. (The trustee shall be limited to a financial institution or trust enterprise only.)
  8. Method for repayment (e.g. repayment at maturity, pre-mature repayment, redemption or put) and the relevant dates thereof.
  9. Paying agent.
  10. Method of underwriting and intended place of listing.
  11. Use of proceeds and projected benefits thereof; however, for offering and issuance of straight corporate bonds, the projected benefits from use of the proceeds are not required to be specified.
  12. Offering period and approach to be taken in case of under-subscription.
  13. In case of issuance and offering of convertible bonds, the following particulars shall be specified:
    1. Conversion procedure.
    2. Conversion agent.
    3. Method for determining the terms and conditions of the conversion (including conversion price, conversion period, types of the securities to be converted, etc.).
    4. A foreign issuer that sponsors issuance of TDRs to enable the execution of conversions shall state the type of the underlying securities represented by the TDRs, the quantity of securities underlying each unit of TDRs, the names of the depositary institution and custodian institution, the schedule for issuance of the TDRs, and other particulars as required per stipulation.
    5. Conversion price adjustment.
    6. Entitlement to interest and dividends in the converting year.
    7. Method for handling the money that is not enough to convert into one unit of the securities issuable upon conversion.
    8. Rights and obligations after the conversion.
  14. In case of issuance and offering of corporate bonds with warrants, the following particulars shall also be specified:
    1. Total number of units of the warrants to be issued, number of shares that can be subscribed per warrant and total number of shares to be issued upon exercise of warrants.
    2. Warrant exercise procedure.
    3. Subscription agent.
    4. Method for determining the terms and conditions for the warrants (including warrant price, warrant exercise period, and the types of securities that can be subscribed for).
    5. For corporate bonds with detachable warrants, the total number of warrant units to be issued and the method for calculating the price per unit of the warrants.
    6. Where a foreign issuer sponsors issuance of TDRs to perform its stock option obligations, it shall state the type of the underlying securities represented by the TDRs, the quantity of securities underlying each unit of TDRs, the names of the depositary institution and custodian institution, the schedule for issuance of the TDRs, and other particulars as required per stipulation.
    7. Warrant price adjustment.
    8. Method for payment of the share price upon exercise of warrants.
    9. Rights and obligations after exercise of warrants.
  15. The fact that the governing law of the contract shall be the laws of the ROC. However, when the conditions of Article 45, paragraph 1, subparagraphs 1 to 3 are met, law other than the laws of the ROC may be adopted as the governing law of the contract.
  16. The fact that, in case of litigation, the District Court of Taipei, Taiwan shall have jurisdiction. However, if the governing law of the contract is law other than that of the ROC, other courts may be stipulated as having jurisdiction over litigation.
  17. The details of any stipulations regarding arbitration, if arbitration is stipulated.
  18. Other important matters agreed upon by the contracting parties.
    Foreign issuers filing to offer and issue straight corporate bonds, convertible bonds, or corporate bonds with warrants shall be limited to primary exchange (or OTC) listed companies and secondary exchange (or OTC) listed companies, unless the foreign issuer meets FSC-specified conditions or is an emerging stock company entitled to file to offer and issue straight corporate bonds.
    Where TDRs are obtained through conversion of corporate bonds or the exercise of stock options, the provisions of Article 37, paragraph 1 shall apply when the holder of the receipts asks the depositary institution to redeem them.
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Article 50    For the issuance and offering of bonds, a prospectus shall be prepared. The content of the prospectus shall be prepared as follows:
  1. The provisions of Article 17 and Article 34, respectively, shall apply mutatis mutandis to the issuance of corporate bonds with equity characteristics by primary exchange (or OTC) listed companies and secondary exchange (or OTC) listed companies.
  2. The provisions of paragraph 1 and paragraph 2 of Article 20 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall apply mutatis mutandis to the issuance of straight corporate bonds by foreign issuers. However, in the case of secondary exchange (or OTC) listed companies and those meeting the conditions specified by the FSC, on the back cover of the prospectus, the name of the company and name of its responsible person may be specified in lieu of the company seal and signature or seal of the responsible person, and the English prospectus(es) prepared in accordance with the laws and regulations of the country of registration and the country of listing shall also be attached.
    The prospectus referred to in the preceding paragraph shall also specify the following particulars:
  1. Offering Plan for the bonds and the agreed-upon matters.
  2. The concluding opinion of the evaluation report of the securities underwriter and legal opinion issued by a lawyer.
  3. Credit rating certificate issued by a credit rating institution (if any).
  4. Other outstanding bonds.
  5. Trustee agreement.
  6. Paying agency agreement, conversion agency agreement or subscription agency agreement.
  7. Letter of creation of security or provision of guarantee, if any.
  8. Any matters requiring attention in connection with restrictions on securities transactions by foreigner nationals, tax burdens, and tax payment procedures, of the foreign issuer's country of registration and country in which its shares are listed.
  9. The highest, lowest and average market prices for the most recent 6 months of the securities issuable upon conversion, in case of convertible bonds or upon exercise of warrant, in case of corporate bonds with warrants, on the stock exchange where its stocks are listed.
  10. Other important matters agreed upon by the parties or required to be specified by the FSC.
    Where a foreign issuer meets the provisions set out in the proviso to subparagraph 15 of paragraph 1 of the preceding article, the governing law and the court with jurisdiction over litigation shall be disclosed in prominent lettering on the cover of the prospectus.
    The draft prospectus shall be transmitted, as an electronic file in the format prescribed by the FSC, to the information disclosure website specified by the FSC and, within 30 days from the date of receipt of the notice of effective registration, the final amended prospectus shall be transmitted as an electronic file to the information disclosure website specified by the FSC.
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Article 51    A foreign issuer offering and issuing bonds shall provide offerees with a prospectus. A foreign issuer issuing convertible corporate bonds or corporate bonds with warrants shall engage securities underwriter(s) to handle a public offering.
Article 52    After issuing bonds, a foreign issuer shall before the tenth day of each month submit to the Central Bank a Monthly Report on the Liquidity of the Bonds Issued Domestically by a Foreign Issuer (Attachment 40), and shall further input the information to the information disclosure website specified by the FSC.
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Article 53    The provisions of Chapter III, Section II of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall apply mutatis mutandis to a primary exchange (or OTC) listed company offering and issuing convertible bonds.
    The provisions of Chapter III, Section III of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall apply mutatis mutandis to a primary exchange (or OTC) listed company offering and issuing corporate bonds with warrants.