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.
|
Info |
| Article 44 | (Deleted)
|
Info |
| 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.
- 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:
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
|
Info |
| 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.
|
Info |
| 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:
- An event referred to in paragraph 2 of the preceding article.
- Expiration of the expected issue period.
- The expected total issue amount under the shelf registration has been fully issued.
- 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.
|
Info |
| Article 48 | A foreign issuer shall designate the following agents domestically to handle the related matters:
- Agent for the issuance of bonds.
- Agent for payments (of interests and principal).
- 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
|
Info |
| Article 49 | When offering and issuing bonds, a foreign issuer shall specify in the offering plan the following particulars:
- Projected date of issuance.
- Coupon rate.
- Method for payment of interest.
- Interest payment date(s).
- Type of the bonds, face value, and the aggregate amount of the issue.
- The availability of collateral or guarantee.
- 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.)
- Method for repayment (e.g. repayment at maturity, pre-mature repayment, redemption or put) and the relevant dates thereof.
- Paying agent.
- Method of underwriting and intended place of listing.
- 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.
- Offering period and approach to be taken in case of under-subscription.
- In case of issuance and offering of convertible bonds, the following particulars shall be specified:
- Conversion procedure.
- Conversion agent.
- Method for determining the terms and conditions of the conversion (including conversion price, conversion period, types of the securities to be converted, etc.).
- 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.
- Conversion price adjustment.
- Entitlement to interest and dividends in the converting year.
- Method for handling the money that is not enough to convert into one unit of the securities issuable upon conversion.
- Rights and obligations after the conversion.
- In case of issuance and offering of corporate bonds with warrants, the following particulars shall also be specified:
- 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.
- Warrant exercise procedure.
- Subscription agent.
- 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).
- 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.
- 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.
- Warrant price adjustment.
- Method for payment of the share price upon exercise of warrants.
- Rights and obligations after exercise of warrants.
- 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.
- 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.
- The details of any stipulations regarding arbitration, if arbitration is stipulated.
- 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.
|
Info |
| Article 50 | For the issuance and offering of bonds, a prospectus shall be prepared. The content of the prospectus shall be prepared as follows:
- 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.
- 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:
- Offering Plan for the bonds and the agreed-upon matters.
- The concluding opinion of the evaluation report of the securities underwriter and legal opinion issued by a lawyer.
- Credit rating certificate issued by a credit rating institution (if any).
- Other outstanding bonds.
- Trustee agreement.
- Paying agency agreement, conversion agency agreement or subscription agency agreement.
- Letter of creation of security or provision of guarantee, if any.
- 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.
- 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.
- 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.
|
Info |
| 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.
|
Info |
| 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.
|
|