Chapter I General Principles |
| Article 1 | These Rules are prescribed in accordance with Article 30, paragraph 3 of the Securities and Exchange Act and Article 26, paragraph 2 of the Taipei Exchange Rules Governing the Operation by Securities Firms of the Business of Proprietary Trading of Security Tokens.
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| Article 2 | The basic principles for preparing a prospectus are as follows:
- The content of the prospectus shall be detailed, truthful, clear, and unambiguous. The wordings and descriptions shall be easy to understand. No false information or omission is allowed.
- The content of the prospectus must be updated in a timely manner. All transactions or other events occurring before the printing of the prospectus which are sufficient to affect the judgment of interested parties shall be disclosed.
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| Article 3 | On the front cover of the prospectus, the following particulars shall be printed in sequential order:
- The name and seal of the company.
- Where the prospectus is prepared for the purpose of a security token offering (STO): the name of the security token to be offered, the type (dividend token or debt token), quantity, issue price, amount of funding intended to be raised (if a soft cap is imposed, it shall be specifically explained), the terms and conditions of issuance, and redemption mechanisms. For the terms and conditions of issuance and redemption mechanisms, readers may be referred simply to the page numbers in the prospectus where these conditions and mechanisms are listed in full.
- Summary of the purpose of the capital application plan and the projected possible effects/benefits. The page numbers in the prospectus where this is set forth in full shall also be noted.
- If the STO will use blockchain, the company shall describe the underlying technology to be used.
- Fees and charges related to the STO:
- Fees to be paid to the securities firm.
- Other fees and charges, such as fees to be paid to certified public accountants (CPAs), information technology professionals, finance professionals, and attorneys, but no further itemization of the fees is required.
- The following statements shall be printed in a conspicuous manner:
- The content under subparagraphs 2 and 3 of this article.
- This STO is exempted by the competent authority from the requirement of filing for effective registration. Furthermore, the development and utilization of securities token and blockchain technology are still in the innovation stage. Investing in securities tokens entails relatively high risk and there is no guarantee of profitability. Before investing, the investor should pay close attention to and carefully read all content of this Prospectus, make investment decisions prudently, and pay attention to the relevant risks. The page numbers in the prospectus where these are set forth in full must be noted.
- If there is any misrepresentation or concealment in the content of this Prospectus, the company and its responsible person and all other persons who have signed or affixed their seal on the prospectus shall be held liable in accordance with laws.
- The website uniform resource locators (URLs) for enquiry about the prospectus, including the website URL of the securities firm trading platform and the website URL used by the company to disclose information relating to the Prospectus.
- Restrictions on purchasers.
- Publication date.
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| Article 4 | The inside cover of the prospectus shall be printed with the following items relevant to the STO in sequential order:
- Sources of paid-in capital before the STO, including any cash capital increase, capital increase through capitalization of retained earnings, capital increase through capitalization of capital reserve, capital increase in connection with a merger, and other sources of funds, and the respective ratios thereof to the paid-in capital amount.
- Name, address, website URL, and telephone number of the securities firm.
- Names and firm name, address, website URL, and telephone number of the CPAs who attested the most recent annual financial report.
- Names and organization name, address, website URL, and telephone number of the information technology professional(s).
- Names and firm name, address, website URL, and telephone number of the financial professional(s).
- Names and firm name, address, website URL, and telephone number of the attorney(s).
- Names, titles, contact telephone numbers, and email addresses of the spokesperson and deputy spokesperson.
- Company website URL.
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| Article 5 | The back cover of the prospectus shall be stamped with the company seal and signed or sealed by the responsible person.
The CPAs, information technology professional(s), financial professional(s), attorney(s), and other professionals shall sign or seal the prospectus indicating their endorsement of the part for which they are responsible.
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| Article 6 | The items required under these Rules shall all be included in the Prospectus, which shall also contain an index, page references and summary (Table 1). If any required content is not applicable or may be omitted pursuant to the TPEx's approval, the notation "N/A" or "omitted" shall be added after the relevant item.
If any required information would be repeated, it is permissible to note the information in just one place, and include an annotation referencing the page number of that place wherever else the information is required.
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