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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 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.