Chapter III Offering and Issuance of Overseas Securities |
| Article 54 | A primary exchange (or OTC) listed company intending to issue stock on an overseas securities market in connection with a capital increase, or to trade on an overseas securities market with shares that have already been issued, shall file the respective Registration Statement for a Foreign Issuer Offering and Issuing Overseas Stock corresponding to the nature of the case (Attachments 22 and 23), specifying the required particulars, together with the required supporting documents, and may proceed with the issue only after the registration filing with the FSC becomes effective.
The provisions of Chapter IV of the Regulations Governing the Offering and Issuance of Overseas Securities by Issuers shall apply mutatis mutandis to a primary exchange (or OTC) listed company issuing overseas stock.
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| Article 55 | A primary exchange (or OTC) listed company filing for registration for a sponsored issue of overseas depositary receipts using either new shares issued for a capital increase or using shares that have already been issued shall file the respective Registration Statement for a Sponsored Issue of Overseas Depositary Receipts corresponding to the nature of the case (Attachments 24 to 28), specifying the required particulars, together with the required supporting documents, and may proceed with the issue only after the registration filing with the FSC becomes effective.
When a primary exchange (or OTC) listed company filing for registration of a sponsored issue of overseas depositary receipts using new shares issued for a capital increase, it shall state the basis for setting the issue price, the reasonableness thereof, and any effects on shareholders' equity and refer the same to a shareholders meeting for approval by resolution.
If any directors, supervisors, managerial officers, or shareholders holding more than ten percent of the total shares of a primary exchange (or OTC) listed company intends to engage the depositary institution to reissue overseas depositary receipts in an amount not exceeding the number of those shares for which the overseas depositary receipts have already been redeemed they shall file an application (Attachment 29) under Article 22-2, paragraph 1, subparagraph 1 specifying the required particulars, and may proceed with the issue only after the application has been approved by the FSC.
Overseas depositary receipts reissued under the preceding paragraph shall be limited to those overseas depositary receipts that the deposit contract and custody contract expressly provide may be reissued following redemption.
The provisions of Chapter II of the Regulations Governing the Offering and Issuance of Overseas Securities by Issuers shall apply mutatis mutandis to a primary exchange (or OTC) listed company sponsoring issuance of overseas depositary receipts.
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| Article 56 | A primary exchange (or OTC) listed company or emerging stock company offering and issuing overseas corporate bonds shall file the respective Registration Statement for a Sponsored Issue of Overseas Corporate Bonds corresponding to the nature of the case (Attachments 30 to 32), specifying the required particulars, together with the required supporting documents, and may proceed with the issue only after the registration filing with the FSC becomes effective.
When a primary exchange (or OTC) listed company has already offered and issued overseas corporate bonds, if the conversion rules or warrant exercise rules stipulate that overseas depositary receipts will be provided for conversion or exercise of the overseas corporate bonds, it shall file a Registration Statement for a Sponsored Issue of Overseas Depositary Receipts (Attachments 33 and 34) specifying the required particulars, and annexing the required supporting documents, and may proceed with the issue only after the registration filed with the FSC becomes effective.
Chapter III of the Regulations Governing the Offering and Issuance of Overseas Securities by Issuers shall apply mutatis mutandis to a primary exchange (or OTC) listed company or emerging stock company offering and issuing overseas corporate bonds.
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| Article 57 | After the issuance of overseas stock, overseas depositary receipts, or overseas corporate bonds, the foreign issuer shall, by the 20th day of each month and the 5th day of each following month, input an Outstanding Balance Statement (Attachments 41 to 43) for the 15th day of the current month and the final day of the previous month, respectively, to the information disclosure website specified by the FSC, and shall further file it with the Central Bank.
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