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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 V Supplementary Provisions
      Section II Issuance of Employee Stock Warrants and New Restricted Employee Shares
Article 60    A primary exchange (or OTC) listed company or emerging stock company issuing employee stock warrants or new restricted employee shares shall file a Registration Statement for Issuance of Employee Stock Warrants (Attachment 36) or Registration Statement for Issuance of New Restricted Employee Shares (Attachment 36-1), 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 Securities by Securities Issuers shall apply mutatis mutandis to a primary exchange (or OTC) listed company or emerging stock company issuing employee stock warrants or new restricted employee shares.
Article 61    A primary exchange (or OTC) listed company or emerging stock company that issues employee stock warrants or new restricted employee shares 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 Chapter III of 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.
  2. On the inside front cover of the prospectus shall be printed the name, job title, contact telephone number, and email address of the litigious and non-litigious agent within the ROC.
  3. Content of the prospectus:
    1. Company overview, including a company introduction and the structure of the group.
    2. The financial statements printed in the prospectus shall be the consolidated financial statements audited and attested by a CPA (not including the notes and schedules to the financial report), and the CPA audit report, for the most recent 2 fiscal years as of the time of the filing for the issue of employee stock warrants or new restricted employee shares.
    3. If the filing date falls more than 45 days after the end of a given quarter, the consolidated financial statement for the most recent quarter reviewed by a CPA (but not including the accompanying notes and schedules of the financial statement), 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.