Taiwan Stock Exchange - Rules & Regulations Directory
Chapter V Secondary Distributions
In the event the holder of securities conducts a secondary distribution to unspecified persons in accordance with paragraph 3 of Article 22 of the Act, it shall submit the Registration Statement for Secondary Distribution of Securities (Attachment 23), provide all information required therein, along with required documents to the FSC. The said holder can proceed with the secondary distribution only after the registration with the FSC becomes effective.
In the event a holder intends to register with the FSC for a secondary distribution to unspecified persons of securities that were not publicly issued in accordance with the Act, the holder shall request the issuer of the securities to file retroactively with the FSC for a review of its public issuance. Before the registration with the FSC becomes effective, the holder cannot proceed with the secondary distribution.
In the event a holder of securities registers in accordance with paragraph 1, such registration will become effective 7 business days after the receipt of the Registration Statement for Secondary Distribution of Securities by the FSC and FSC-designated institutions, and the provisions of paragraph 2 of Article 12, and Articles 15 and 16 shall apply mutatis mutandis.
The provisions of paragraphs 1 and 2 may not apply to an auction or sale procedure conducted in accordance with laws.
When registering to conduct a secondary distribution, the holder of the securities shall submit a secondary distribution prospectus containing the following information:
- The motive and purpose of the secondary distribution.
- The calculation formula for the secondary distribution price, and an explanation thereof.
- The evaluation report made by the underwriter.
When the holder of emerging stocks, shares not listed on a stock exchange, or shares that are not traded in the business places of securities firms, registers a secondary distribution of the said stocks to unspecified persons, the FSC may reject the registration if any of the following circumstances obtains:
- Less than 3 years have elapsed since the incorporation registration of the issuer of the stocks.
- Both the final operating income and pre-tax income as ratios of the equity attributable to owners of the parent as reported in the issuer's financial reports fail to meet any of the below conditions. However, the profitability as reported in the financial reports does not take into account the effects on the issuer brought about by the net profit (or net loss) attributable to its non-controlling interests.
- The said ratios for the most recent fiscal year reach 2 percent or more, and the issuer has no accumulated losses for the most recent accounting period.
- The said ratios for the most recent 2 fiscal years reach 1 percent or more.
- The average of the said ratios for the most recent 2 fiscal years reaches 1 percent or more, and the profitability of the issuer for the most recent fiscal year is more favorable than that for the previous fiscal year.
- The net asset value of the shares issued by the issuer in the most recent year is lower than its par value, or the net worth before distribution does not reach one-third of total assets.
- Where the FSC otherwise deems the secondary distribution to unspecified persons inappropriate.
After the securities holders' registration with the FSC for a secondary distribution in accordance with Article 61 becomes effective, in addition to the requirement that listed or OTC stocks shall be sold by the underwriter, the holders shall request the underwriter to conduct firm commitment underwriting. Additionally, to comply with paragraph 2 of Article 71 of the Act, it shall be prescribed in the underwriting agreement that more than 50 percent of the stocks subject to the underwriting shall be subscribed by the underwriter. However, if its share transfer plan for the next 3 years has been approved by the competent authority in charge of the enterprise and such authority has produced an opinion that its accounting system is sound, it can be exempted from the aforementioned percentage requirement regarding subscription by the underwriter.
The underwriter shall explain the method and basis for the pricing of the secondary distribution.
When selling the securities it is underwriting, the underwriter shall deliver a secondary distribution prospectus on behalf of the holders of the said securities.