Chapter 1 General Principles
|Article 1||These Regulations are prescribed according to Article 30, paragraph 2 of the Securities and Exchange Act.
|Article 2||A prospectus shall be prepared in accordance with the following basic principles:
1.The content of the prospectus must be truthful and precise. The wordings and descriptions shall be easy to understand. No false information or omission is allowed therein.
2.The content of the prospectus must be timely and up to date. Trades or other events occurring before the publication of the prospectus that are sufficient to affect the judgment of interested parties' shall be disclosed.
|Article 3||The common stock code shall be printed in the upper right corner of the front cover of the prospectus, and the following items shall be printed on the front cover in sequential order:
1.The name and seal of the company or preparatory office.
2.A statement that the reason for preparation of the prospectus is the issuance of securities, as follows:
A.Issuance of new shares: the source of the new issue, types of new shares, number of shares, amount, terms and conditions of issuance, the public underwriting ratio, and manners of underwriting and allocation; if there are specially agreed conditions for preferred shares, the referenced page number shall be separately noted.
B.Issuance of financial bonds: type, amount, interest rate, terms and conditions of issuance, the public underwriting ratio, and manners of underwriting and allocation. If there are conversions, exchange, or warrant exercise rules, the referenced page number shall be separately noted.
C.Issuance of corporate bonds: type, amount, interest rate, terms and conditions of issuance, the public underwriting ratio, and manners of underwriting and allocation. If there are conversions, exchange, or warrant exercise rules, the referenced page number shall be separately noted.
D.Issuance of employee stock warrants: the number of units to be issued, the number of shares that can be purchased per stock warrant, warrant exercise conditions, and method of exercise. For the warrant exercise conditions, readers may be referred simply to the page number in the prospectus where the conditions are listed in full.
E.Issuance of new restricted employee shares: type of issue, number of shares, value, and conditions of issue. For the conditions of issue, readers may be referred simply to the page number in the prospectus where the conditions are listed in full.
F.Incorporation by public offering: Authorized capital, the source, type, and number of the current issue of new shares, dollar amount of the issue, terms and conditions of issuance, and the number of shares subscribed by promoters.
3.Summary of the purpose of the funds allocation plan and the projected possible effect thus created. Referenced page number shall also be noted.
4.Fees related to the current issue:
B.Other fees and charges, including such other fees and charges as related to certified public accountants and attorneys (no itemization is required).
5.The following wordings shall be printed in a conspicuous manner:
A.The effective registration (or approval) of the securities may not be cited in publicity as proof of the veracity of the particulars set forth in the filing (or application), or as guarantee of the value of the securities.
B.If the prospectus contains false or omitted information, the issuer and its responsible person and all other persons who sign or place their seal on the prospectus shall be held liable under the law.
C.Investors are strongly advised to visit the information reporting website designated by the Financial Supervisory Commission (referred to as the "FSC" hereunder) to read this prospectus carefully and take note of the risks associated with this company before making any investment. In addition, the reader shall be referred to page numbers in the text where related information can be found.
D.Web addresses for inquiries regarding this prospectus, including the web address of the information reporting website designated by the FSC, and the web address where the company discloses the relevant prospectus data.
A prospectus prepared in order to register (or apply for) the offering and issuance of securities shall bear a note on the front cover indicating that it is a preliminary prospectus for the purpose of registration (or application).
If any of the following situations arises with respect to the company, that fact shall also be noted in bold lettering on the front cover:
1.When there is a change in the common stock code, the original stock code shall also be printed during the year of the change and for two succeeding years afterwards.
2.When there is a change in the company name, the original name and the new name shall be printed together in juxtaposition during the year of the change and for two succeeding years afterwards.
3.If, in connection with a cash capital increase, there are plans to engage in stabilization operations in accordance with requirements, the following statement shall also be printed: "To deal with any securities market price fluctuation that may result from this cash capital increase, the underwriter may as necessary engage in stabilization operations in accordance with requirements."
4.Where an issuer is registering (or applying) to issue shares at below par value, it shall note that the company is issuing the new shares at a discount.
5.Par value of shares.
6.Where the target investors of ordinary corporate bonds and financial bonds registered or applied by an issuer for issuance are restricted, such restriction shall be noted.
7.Where new shares are to be issued in connection with merger or acquisition (including merger, acquisition, or demerger) or acquisition of another company's shares, if there are any restrictions on transfer or pledge of the issued shares, such restrictions shall be noted.
8.In a case involving incorporation by public offering, or in a case involving public issuance to outside parties by a company whose shares are neither listed on a stock exchange (hereinafter referred to as "not exchange-listed") nor traded on an over-the-counter (OTC) market, the following statement shall also be printed: "The shares are not listed on a stock exchange or traded on an OTC market."
9.The company has an accumulated deficit or has had 2 consecutive years of losses, and its net worth per share is lower than par value.
|Article 4||The inside front cover of the prospectus shall be printed with the following items relevant to the current issue in sequential order:
1.Sources of paid-in capital before the current issue, including cash capital increase, recapitalization of retained earnings, recapitalization of capital reserve, capital increase in connection with merger, and other sources of funds, and the respective ratio thereof compared with the paid-in capital amount.
2.The prospectus distribution plan: describing the places for displaying the prospectus, ways of distribution, and methods for requesting and obtaining the prospectus.
3.Name, address, website URL, and telephone number of the securities underwriter.
4.Name, address, website URL, and telephone number of the financial bond or corporate bond guarantor institution.
5.Name, address, website URL, and telephone number of the financial bond or corporate bond trustee.
6.Name, address, website URL, and telephone number of the stock, financial bond or corporate bond certification institution.
7.Name, address, website URL, and telephone number of the institution handling share transfer.
8.Name, address, website URL, and telephone number of the credit rating institution.
9.Firm names, addresses, website URLs, telephone numbers, and the names of the certifying lawyer and certified public accountant (CPA) for the financial or corporate bonds.
10.Firm name, address, website URL, telephone number, and the name of the certifying CPA for the most recent year's financial report.
11.The name of the reviewing attorney, and the name, address, web address, and telephone number of his/her firm.
12.Name, title, contact telephone number and e-mail address of the spokesperson and the deputy spokesperson.
13.Company's web address.
|Article 5||The back cover of the prospectus shall be stamped with the company seal and signed or sealed by the responsible person.
The securities underwriter and its responsible person, CPA, attorney, and other experts shall sign or seal the part in the prospectus for which they are responsible.
|Article 6||When a company registers to offer and issue securities in accordance with Paragraph 2, Article 6 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers or registers the initial public offering of stocks in accordance with Paragraph 1, Article 66 of the same Regulations, unless otherwise provided in Chapter 4 herein (Prospectus for Incorporation by Public Offering), the content of the prospectus shall include items provided in Chapter 2 herein.
When a company that is not listed on a stock exchange or traded on an OTC market issues new shares in connection with a cash capital increase (in which case it is exempted from public offering), corporate bonds or financial bonds with warrant, convertible corporate bonds or financial bonds, or merger and acquisition or acquisition of another company's shares, or when a public company issues employee stock warrants, new restricted employee shares, or again registers public offering and issuance of securities in the same fiscal year, its prospectus shall contain the following information:
1. Front cover, inside cover and back cover: Providing information according to the provisions of Articles 3 ~ 5 herein.
2. Company overview: Providing information according to the provisions of Articles 8 and 9, Subparagraph 2 and 4, Paragraph 1 of Article 10, Subparagraph 2, Items 3 and 4 of Subparagraph 3, Subparagraphs 4 and 7 of Article 11.
3. Overview of operations: Providing information according to the provisions of Items 1 ~ 3, Subparagraph 1, and Items 1 and 2, Subparagraph 2 of Article 20, Subparagraphs 1 and 3 of Article 22 and Article 23.
4. Issuance plan and the status of its implementation: Providing information according to the provisions of Article 25, Article 26, and Subparagraphs 1 ~ 5 of Article 27 herein.
5. Financial overview: Providing information according to the provisions of Subparagraph 4 of Article 28, and Article 29 (excluding the notes and attachments to the financial reports and statements of major accounting items).
6. Matters of special note. Providing information according to the provisions of Item 2 of Subparagraph 1, Subparagraphs 2 ~ 5, Subparagraphs 7 ~ 9, Subparagraphs 13 and 14, Paragraph 1 of Article 32, and Article 33.
When a company registers or applies for issuance of ordinary corporate bonds or financial bonds, its prospectus shall contain the following information:
1. If the target investors are not restricted to professional investors as defined in the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds (referred to as "Taipei Exchange Rules Governing International Bonds" hereunder):
A. Information required for front cover, inside cover and back cover according to the provisions of Articles 3 ~ 5 herein;
B. Issuer's basic company information, issuance rules and planned utilization of funds;
C. Condensed balance sheet and statement of comprehensive income for the most recent three years and for the most recent period;
D. Credit related risks;
E. Securities underwriter's evaluation report; and
F. A statement issued by the securities underwriter, stating that the underwriting fees charged will not be reimbursed or returned to the issuer or its related/affiliated parties or any person designated by either of the preceding two by other means or in other names.
2. If the target investors are restricted to professional investors as defined in the Taipei Exchange Rules Governing International Bonds, information is required according to Items 1, 2, 5 and 6 of the preceding subparagraph.
|Article 7||A prospectus shall include all content specified in the preceding paragraph and be published with a paginated table of contents and summary (Attachment 1). Where the company has nothing to report with respect to a particular item or the FSC has exempted it from including a particular item, the prospectus may carry a note indicating that the item in question is "not applicable" or "omitted." A financial holding company shall additionally include a summary table for each subsidiary, to include the company name, address, telephone number, principle products, market structure, the proportion of shares in the company held by the holding company, revenues for the most recent two years, profitability, and the proportion of its revenues relative to the revenues of the holding company.
If any required information would be repeated, it is permissible to note such information in just one place and simply provide a page number in other places as reference.