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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
         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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