Taiwan Stock Exchange - Rules & Regulations Directory
Chapter 4 Overseas Stocks
An issuer registering to carry out a cash capital increase through the issue of overseas stocks, or to list its outstanding shares on a foreign securities exchange, shall file an Registration for Issuance of Overseas Stocks (Tables 12 and 13) specifying therein the required particulars, together with the required supporting documents, and may proceed to the issuance only after the registration filing with the FSC becomes effective.
When an issuer carries out a cash capital increase, merger, receipt of a transfer of shares of another company, or an acquisition or separation in accordance with law, and therefore offers and issues overseas stock, it shall not be subject to the prohibition against issuance of shares below par value set forth in Article 140 of the Company Act.
An issuer registering to issue overseas stocks at below par value shall state its reasons for not using other capital raising methods, the legitimacy of said reasons, its method for setting the issue price of shares, and any effects on shareholders' equity. Such issuer shall also apply for approval by resolution of a shareholders' meeting or directors meeting in accordance with the Company Act or relevant provisions of securities acts and regulations.
When an issuer files to issue overseas stocks, it must obtain effective registration with the FSC before it may carry out any follow-on issue, except under the following circumstances:
- Overseas stocks are sold domestically, and investors who purchase the stocks on the domestic market (in an amount not exceeding the quantity originally sold) then trade them again on an offshore market.
- Following the issuance of overseas stocks, the issuer carries out a cash capital increase through a new share issue, a new share distribution from earnings, or a new share distribution from capital reserve in a corresponding amount.
Where an issuer needs to issue additional overseas stocks in connection with a cash capital increase through a new share issue, as referred to in the preceding paragraph, if the proceeds raised offshore are to be converted into New Taiwan Dollars and used onshore, the issuer shall obtain a consent letter from the Central Bank before registering for a cash capital increase with (by) the FSC.
An issuer registering to issue overseas stocks shall submit an issuance plan that specifies the following particulars:
- Purpose of the offer.
- Expected date of issuance, total number of stocks to be issued, method for determining the issue price per share, and the total dollar amount.
- Place of issuance and trading.
- Statement of issuance methods: The statement shall specify whether all the stocks shall be publicly issued, or whether a portion thereof shall be subscribed to by a specific person or persons through negotiation; if a portion thereof shall be subscribed to by a specific person or persons, then the statement of underwriting procedures shall state why the specific person or persons are being contacted to subscribe through negotiation, the number of shares to be subscribed to by a specific person or persons, the total dollar amount thereof, and the relationship between the specific person or persons and the issuer.
- Manner for handling and custody of the stock certificates.
- The use of proceeds and the projected benefits to be derived therefrom (in the case of cash capital increase through a new share issue).
- Allocation of responsibility for expenses incurred through issuance and during the period when the stocks are outstanding.
- Other important stipulations.
- Other matters required to be specified by the FSC.
A holder of overseas stocks may sell the stocks in Taiwan's domestic market.
When an overseas stock issue has been effectively registered, the issuer shall post the following particulars to the information reporting website specified by the FSC within the designated time limit:
- Where the offering is to raise funds, a public announcement of the following particulars shall be made within 2 days after the issue pricing:
- Number of shares issued, issue price per share, total issue size, and projected date of issuance.
- Place of issuance and transaction.
- If the statement of issuance methods provides that a portion of the depositary receipts shall be subscribed to by a specific person or persons, then the announcement shall state the purpose for subscription by the specific person or persons through negotiation, the total number of shares subscribed to by the specific person or persons, the total dollar amount, and the relationship between the specific person or persons and the issuer.
- The funds utilization plan and the expected benefits thereof (in the case of cash capital increase through a new share issue).
- The main impact on shareholders' equity (such as expenses incurred through issuance of overseas stocks, or impact on shareholding structure).
- Where the offering is not for the purpose of raising funds, a public announcement of the following particulars shall be made within 2 days after listing:
- Number of shares listed, listed price per share, and total size of listing.
- Place of listing.
- The main impact on shareholders' equity (such as expenses incurred through issuance, or impact on shareholding structure).
Should there be any change after the announcement or reporting of items referred to in subparagraph 1 of the preceding paragraph, a public announcement of such change shall be made and a report shall be filed with the FSC within 2 days after the closing of the offering.
When an overseas stock issue has been effectively registered, the issuer shall submit one of each of the following documents to the FSC within 10 days after issuance or listing:
- A prospectus prepared in accordance with the securities acts of the country where the stocks are issued; provided, however, that these requirements do not apply to cases where the shares have not been issued for the purpose of raising capital.
- A duplicate copy of the overseas stock service agency agreement.
- A duplicate copy of the custody contract.
- An opinion letter in Chinese issued by an ROC attorney-at-law confirming that there is no material discrepancy between the issuance rules for the overseas stock issuance and the particulars of the issuance as set forth in a registration that the FSC has allowed to become effective.
- Documentary evidence providing proof of deposit of funds collected in full, provided that such evidence need not be submitted where an issuer registers to trade already-issued shares on offshore stock exchanges.
- A list of those whose subscriptions account for 10 percent or more of the total value of the issue as well as the individual subscription prices and quantities thereof.
- Other documents required by the FSC.
Any information that the issuer is required, pursuant to the acts and regulations of the country where the stocks are issued, to provide or disclose, shall also be filed with the FSC within 3 days after such provision.
After the issuance of overseas stocks, the issuer shall, both by the 20th day and within 5 days after the end of each month, post a Statement of Outstanding Balance of Overseas Stocks (Table 16) as of the 15th day of the current month or as of the end of the previous month, as the case may be, to the information reporting website specified by the FSC, and shall further report such issuance to the Central Bank.
In the event that the issuer carries out a cash capital increase through an additional share issue, a new share distribution from earnings, or a new share distribution from capital reserve, when conducting a follow-on offering pursuant to Article 31, paragraph 1, subparagraph 2, the issuer shall, within 2 days after issuance thereof, report to the Central Bank the number of stocks issued and the total dollar amount and post the relevant information to the information reporting website specified by the FSC.