Chapter I General Provisions
|
| Article 1 | These Regulations are prescribed pursuant to paragraph 1 of Article 22 of the Securities and Exchange Law ("the Law"). |
| Article 2 | Any Foreign Issuer that offers and issues securities within the territory of the Republic of China shall act in accordance with the provisions of these Regulations. |
| Article 3 | For the purposes of these Regulations, the meanings of the following terms are as defined respectively:
1. Foreign Issuer: A juristic person registered under the laws of a foreign nation, or a financial institution branch meeting the conditions set by the Financial Supervisory Commission (FSC), Executive Yuan.
2. Depositary Institution: A financial institution located within the territory of the Republic of China, which has been approved by the competent authority to engage in business relating to Taiwan Depositary Receipts.
3. Custodian Institution: Either (i) a financial institution that has entered into a custody contract or another document with a Depositary Institution, whereby the Custodian Institution maintains custody of the underlying securities represented by Taiwan Depositary Receipts; or (ii) an institution that maintains custody of securities issued by a Foreign Issuer.
4. Taiwan Depositary Receipts: Depositary receipts issued by a Depositary Institution in the Republic of China, the underlying securities of which have been placed in a Depositary Institution by a Foreign Issuer.
5. Sponsor Issuance: An act whereby a Foreign Issuer, acting in accordance with the terms of a custody contract, assists in administering the issuance of Taiwan Depositary Receipts and provides financial information in accordance with contractual stipulations. |
| Article 4 | To offer and issue securities, a foreign issuer shall file for Effective Registration with the FSC, submitting all the relevant documents, after having obtained a consent letter from the Central Bank.
From the date a Foreign Issuer receives the filing documents from the FSC or FSC-designated agency until the date of Effective Registration, the Foreign Issuer may not state or issue any financial or business forecast information to any specified or unspecified person, except for information issued pursuant to statutes or regulations. If the issuer publicly issues any information that is inconsistent with the filing documents, it shall amend the relevant materials and submit them to the FSC.
If there is any change in the particulars subsequent to Effective Registration, the amendment shall be registered promptly with the FSC.
For the purposes of these Regulations, the term "Effective Registration" refers to where a Foreign Issuer registers a planned offering and issuance with the FSC by duly submitting all required documents, with the registration to automatically become effective after a specified number of Business Days have elapsed since the registration materials were received by the FSC and any FSC-designated agencies unless the FSC has either returned the papers to the registrant for completion of missing items or has rejected the registration in order to safeguard the public interest.
For the purposes of these Regulations, the term "Business Day" means days on which trading takes place in the securities markets. |
| Article 5 | Where a Foreign Issuer registers a planned offering and issuance to the FSC by duly submitting all required documents, the registration will automatically become effective after twelve full Business Days from the day on which the registration materials were received by the FSC and any FSC-designated agencies. However, where the Foreign Issuer is registering offering and issuance of straight corporate bonds, the Effective Registration period shall be shortened to seven Business Days.
The FSC may suspend an Effective Registration where the registration materials submitted by a Foreign Issuer are not complete or have not been completely filled out, or where it is necessary to do so in order to safeguard the public interest.
Where a Foreign Issuer submits incomplete registration materials or fails to fill out its registration materials completely and acts on its own to rectify such insufficiency before the FSC issues notification of the suspension of Effective Registration, the registration shall become effective after the Effective Registration period specified in paragraph 1 herein has elapsed from the day on which the materials rectifying the insufficiency were received by the FSC and any FSC-designated agencies.
Where a Foreign Issuer registers the offering and issuance of Taiwan Depositary Receipts or stocks and a subsequent change in the issue price prompts it to submit amended registration materials to the FSC and any FSC-designated agencies prior to the occurrence of Effective Registration, the registration will still become effective within the Effective Registration time period set forth under paragraph 1, and the provisions of the preceding paragraph shall not apply.
After receiving notice of suspension of Effective Registration, a Foreign Issuer may submit further materials to rectify the cause of suspension; if the FSC does not then reject the registration or notify the registrant to effect further rectification, the registration shall become effective after the Effective Registration period specified in paragraph 1 herein has elapsed from the day on which the rectified registration materials are received by the FSC and any FSC-designated agencies.
After the FSC suspends an Effective Registration, if the Foreign Issuer fails, within twelve Business Days from the day on which it receives a letter notifying it of said suspension, to act in accordance with the provisions of the preceding paragraph to apply for lifting the suspension, or it applies for lifting of the suspension but the cause of suspension has not been eliminated, the FSC may reject the registration. |
| Article 6 | (deleted) |
| Article 7 | A Foreign Issuer that registers a public offering and issuance of securities shall, pursuant to regulations, request a securities underwriter to evaluate and to issue an evaluation report, unless the Foreign Issuer intends to issue straight corporate bonds. |
| Article 8 | Where a Foreign Issuer has filed registration documents or applied for approval of the offering and issuance of securities, the FSC may reject the registration upon the existence of any of the following events:
1. the particulars registered are in violation of laws and regulations, or there are any misrepresentations or false statements contained in the application;
2. the offering and issuance registered involves the raising of funds, and is accompanied by either of the following circumstances:
(1) the funds raised will be invested directly or indirectly in mainland China; or
(2) the cumulative amount invested by the Foreign Issuer directly or indirectly in mainland China exceeds 40% of its net worth, provided that this provision shall not apply where the funds to be raised through the current offering and issue will be used to acquire fixed assets within the Republic of China; or
3. the FSC deems it necessary to reject the registration or application for protection of the public interest. |
| Article 9 | The FSC may void or revoke an Effective Registration for the offering and issuance of securities granted to a Foreign Issuer where any of the following circumstances is discovered:
1. where the securities have not been fully subscribed and the cash proceeds therefrom have not been fully collected within three months from the date on which the notification of Effective Registration from the FSC is received; provided that the FSC may grant an extension of three months upon application therefor with legitimate reasons and provided further that such extension shall be limited to one;
2. where the particulars registered are in violation of laws and regulations, or there are any misrepresentations or false statements contained in the application;
3. where no application has been submitted to the Taiwan Stock Exchange or the GreTai Securities Market to trade Taiwan Depositary Receipts, stocks, or bonds on the Taiwan Stock Exchange or on an OTC market, or where the Taiwan Depositary Receipts, stocks, or bonds do not meet the criteria for trading on the Taiwan Stock Exchange or on an OTC market; provided, that this provision does not apply to straight corporate bonds denominated in New Taiwan Dollars for which no application has been submitted for trading on the Taiwan Stock Exchange or on an OTC market; or
4. where such voidance or revocation is necessary for protection of the public interest or because there has been a violation of FSC regulations.
Where an Effective Registration is obtained by a Foreign Issuer for the offering and issuance of securities but is subsequently voided or revoked by the FSC pursuant to the provisions of the preceding paragraph, securities not yet issued shall not be issued, and in case the proceeds thereof have already been collected, the Foreign Issuer shall return the proceeds, along with interest computed in accordance with law, within ten (10) days after receiving the notice of voidance or revocation from the FSC; in case securities have already been issued, the Depositary Institution shall sell the securities under the custody of the Custodian Institution and deliver the sales proceeds, after deduction of indispensable fees and expenses, to the holders of securities.
Where an Effective Registration is obtained by a Foreign Issuer for the offering and issuance of bonds or stocks but is subsequently voided or revoked by the FSC pursuant to the provisions of paragraph 1 of this Article after the collection of the proceeds, the Foreign Issuer shall return the proceeds already collected, along with interest computed in accordance with law, through the designated institution within ten (10) days after receiving the notice of voidance or revocation from the FSC. |
| Article 10 | After a Foreign Issuer has obtained an Effective Registration for the offering and issuance of securities, it shall act in accordance with the following provisions:
1. Except for Foreign Issuers that Sponsor Issuance of Taiwan Depositary Receipts or regular corporate bonds in connection with accepting the assignment of shares of a Taiwan company or in connection with a merger or acquisition that involves a Taiwan company and is carried out in accordance with the law, a Foreign Issuer must outsource collection of the proceeds to a financial institution for deposit in a special account, and must further enter into a proceeds collection agreement and a proceeds deposit contract with the bank(s) that collect the proceeds in its behalf and maintain custody of the proceeds in a special account. Within two days of the date on which such an agreement is entered into, the Foreign Issuer must post the name of the bank, the date the agreement was entered into, and other such information to the information disclosure website specified by the FSC.
2. The certificates shall be certified unless physical certificates are not printed, and such certification may be handled in accordance with the provisions of the Rules Governing Certification of Corporate Stock and Bond Issues by Public Companies; provided, that this shall not apply where an entire issue of Taiwan Depositary Receipts is deposited with the centralized securities depository enterprise, is delivered through the book-entry system, and can only be redeemed under limited conditions.
3. Where the Foreign Issuer adds or subtracts items from the investment targets listed in its funds utilization plan or increases/decreases the amount of existing items such that the aggregate amount of funds required for the original items increases or decreases by an amount equal to or greater than 20% of the total amount of funds to be raised, the issuer shall report the change for approval by the Central Bank. After such approval is obtained, the issuer shall register the amendment to the plan and shall post amendment-related information to the information disclosure website specified by the FSC.
4. When there occurs any material event requiring immediate announcement under the securities laws and regulations of the country where the securities are listed and the rules of the listing securities exchange, the information shall simultaneously be posted to the information disclosure website specified by the FSC.
The funds raised in accordance with the provisions of subparagraph 1 of the preceding paragraph shall be remitted by the lead securities underwriter in accordance with the applicable provisions of the Statute for Regulation of Foreign Exchange. |
| Article 11 | Where the securities offered and issued by a Foreign Issuer are denominated in a foreign currency, the collection of the proceeds, payment of interest and repayment of the principal amount, and repayment of the funds upon occurrence of the events set forth in paragraph 3 of Article 9 hereof shall be handled by transferring funds through foreign currency accounts opened at designated banks. |
| Article 12 | Registered securities may be transferred upon endorsement by the holders of the securities; provided, that such transfer shall not be effective against the Foreign Issuer or the Depositary Institution unless and until the name or title of the transferee is inscribed on the securities, and the name or title, and domicile or residence of the transferee are inscribed in the roster of the holders of the securities.
If the securities are deposited with the centralized securities depository institution, the holders of securities shall be deemed registered in the roster of the holders of securities after such depository has notified the Foreign Issuer or the Depositary Institution of the serial numbers of securities under its custody, name or title, domicile or residence of the holders, and the number of securities held by the holders. |
| Article 13 | The particulars inscribed on the Taiwan Depositary Receipts and bonds, if issued in scrip form, shall be written in the Chinese language or in both the Chinese and English language; provided, that in case of any discrepancy between the Chinese and English texts, the Chinese text shall prevail. |
Chapter II Taiwan Depositary Receipts
|
| Article 14 | A Foreign Issuer sponsoring a Depositary Institution in issuance of Taiwan Depositary Receipts shall file a Registration Form for Sponsoring Issuance of Taiwan Depositary Receipts corresponding to the nature of the issue (Attachments 1 through 4), specifying therein the required particulars, together with the required supporting documents, and may proceed to the issuance only after Effective Registration with the FSC. |
| Article 15 | After the issuance of Taiwan Depositary Receipts, 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 Foreign Issuer's home country, or the Foreign Issuer issues bonus shares, additional depositary receipts 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 depositary receipts for which Effective Registration was previously obtained from the FSC.
2. Where Taiwan Depositary Receipts have been redeemed, depositary receipts within the amount of the original facility may be re-issued by the Depositary Institution; provided that the re-issuance by the Depositary Institution within the amount of the original facility shall have been authorized and specified in the deposit contract and custody contract.
For additional Taiwan Depositary Receipts corresponding to the amount of the newly issued shares pursuant to Item 1 of the preceding paragraph, the Depositary Institution shall deliver the additional depositary receipts to the holders within thirty (30) days after the Foreign Issuer is permitted to issue new shares in accordance with the laws and regulations of its home country 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 post the relevant information to the information disclosure website specified by the FSC.
The additional Taiwan Depositary Receipts 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. |
| Article 16 | The following particulars shall be specified in the offering plan for Taiwan Depositary Receipts:
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 Taiwan Depositary Receipts, and method for determining the issue price;
3. rights and obligations of the holders of Taiwan Depositary Receipts;
4. source of the underlying securities represented by Taiwan Depositary Receipts;
5. method of underwriting and place on which the prices are to be quoted;
6. the use intended for the proceeds; where the party raising funds is a Foreign Issuer, the offering plan shall also specify the projected benefits to be derived therefrom;
7. if the offering is for the purpose of accepting assignment of shares of a Taiwan company or for a merger or acquisition that involves a Taiwan company and is carried out in accordance with the law, the following particulars shall be set forth:
(1) the number of shares assigned (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 fairness thereof;
(4) the expected benefit; and
(5) where the counterparty in any merger, acquisition, or assignment of shares 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 Taiwan Depositary Receipts are issued by a Foreign Issuer for cash increase;
9. the time frame for the offering, and the approach to be taken in case of under-subscription; where a Foreign Issuer accepts the assignment of shares of a Taiwan company or participates in a merger or acquisition that involves a Taiwan company and is carried out in accordance with the law, 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; and
10. other matters required to be specified by the FSC. |
| Article 17 | 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 Taiwan Depositary Receipts to be issued by the Depositary Institution with sponsorship by the Foreign Issuer;
3. the Depositary Institution shall use its reasonable and diligent efforts to select a Custodian Institution for the interest of the holders of Taiwan Depositary Receipts 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 Foreign Issuer to provide reports to the Depositary Institution in accordance with the requirements of the FSC and the securities laws and regulations of its home country and the country where its securities are listed;
7. the underlying securities represented by Taiwan Depositary Receipts shall all be placed under the custody of a Custodian Institution;
8. the fees and expenses for the purchase of Taiwan Depositary Receipts;
9. the manner for registration of the transfer of Taiwan Depositary Receipts;
10. taxation to be leviable on Taiwan Depositary Receipts;
11. the method for fixing the record date for determination of entitlement to any right or dividend;
12. the consent by the Foreign Issuer to allow the Depositary Institution to exercise the shareholders' rights on behalf of the holders of Taiwan Depositary Receipts;
13. the fact that the Depositary Institution is authorized to handle subscription of new shares on behalf of the holders of Taiwan Depositary Receipts;
14. the method for distribution of dividends, bonus, interest or other benefits by the Depositary Institution for the Foreign Issuer;
15. the manner for the Depositary Institution's exercise of the shareholders' rights on behalf of holders;
16. the manner for handling the destruction, damage or loss of Taiwan Depositary Receipts;
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 Republic of China;
20. the fact that, in case of litigation, the District Court of Taipei, Taiwan shall be the court of the first instance, and in case arbitration is to be used, the details thereof; and
21. other important matters agreed upon by the contracting parties or required to be specified by the FSC. |
| Article 18 | 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 Republic of China;
9. the fact that, in case of litigation, the District Court of Taipei, Taiwan shall be the court of first instance, and in case arbitration is to be used, the details thereof; and
10. other important matters agreed upon by the contracting parties or required to be specified by the FSC. |
| Article 19 | For offering and issuance of Taiwan Depositary Receipts, a prospectus shall be prepared. In addition to the particulars required in accordance with the laws and regulations of the Foreign Issuer's home country and the country where its shares are listed, the following particulars shall be specified in the prospectus:
1. the offering plan for Taiwan Depositary Receipts and stipulations set forth therein;
2. the evaluation report of the underwriter;
3. major terms and conditions of the custody contract (or other custodian documents) and the deposit contract;
4. pertinent information (restrictions on securities trading by foreign nationals, the tax burden, and regulations governing the payment of taxes) on how the offering and issuance plans of foreign issuers are treated in the home country of the foreign issuer and the country where its securities are listed;
5. rights exercisable by, or restrictions placed on, the holders of Taiwan Depositary Receipts or holders of the underlying securities represented by the Taiwan Depositary Receipts;
6. the highest, lowest and average market prices for the most recent six (6) months of the underlying securities represented by the Taiwan Depositary Receipts on the stock exchange where such securities are listed; and
7. other important matters agreed upon by the parties or required to be specified by the FSC. |
| Article 20 | The Depositary Institution shall prepare and keep a roster of the holders of Taiwan Depositary Receipts. |
| Article 21 | When a Foreign Issuer sponsors a Depositary Institution in the issuance of Taiwan Depositary Receipts, it shall first deliver a prospectus to the subscribers, and except where it Sponsors the Issuance of Taiwan Depositary Receipts in connection with accepting the assignment of shares of a Taiwan company or in connection with a merger or acquisition that involves a Taiwan company and is carried out in accordance with the law, the Foreign Issuer shall engage securities underwriter(s) to handle a public offering and related matters.
A Depositary Institution shall not concurrently act as an underwriter for the offering of Taiwan Depositary Receipts. |
| Article 22 | Except in cases where no physical certificates are printed, Taiwan Depositary Receipts shall be numbered and the following matters shall be specified therein, with the format thereof to be separately prescribed by the FSC:
1. name, nationality and location of the principal place of business of the Foreign Issuer, Depositary Institution and Custodian Institution;
2. number of underlying securities and the par value per unit;
3. date of issuance;
4. issue price of each unit of Taiwan Depositary Receipts;
5. name or title of the holders;
6. obligations and responsibilities of the Foreign Issuer and the Depositary Institution;
7. method for making public announcements and filing of financial statements and provision of annual reports by the Depositary Institution for the Foreign Issuer;
8. method for making public announcements and filing by the Depositary Institution of the matters that may have significant impact on the shareholders' rights and interests or on the price of the securities for the Foreign Issuer;
9. manner for the transfer of Taiwan Depositary Receipts;
10. method for fixing the record date for determining the entitlement to right and dividend;
11. scope and manner for exercising the shareholders' rights by the Depositary Institution on behalf of the holders of Taiwan Depositary Receipts;
12. manner for distributing dividends, bonus or interest or other benefits by the Depositary Institution on behalf of the Foreign Issuer, and the manner for public announcements thereof;
13. the fact that the Depositary Institution enters into a custody contract or other documents with the Custodian Institution for the custody of the underlying securities for the interest of the holders of the Taiwan Depositary Receipts;
14. manner for exercising pre-emptive right by Depositary Institution to purchase new shares on behalf of holders;
15. procedures, method, and fees for redemption at the request of the holders;
16. manner for handling amendments to the agreement;
17. the fact that the governing law shall be the laws of the Republic of China;
18. the fact that, in case of litigation, the District Court of Taipei, Taiwan shall be the court of the first instance, and in case arbitration is to be used, the details thereof; and
19. other important matters agreed upon by the contracting parties or required to be specified by the FSC. |
| Article 23 | Taiwan Depositary Receipts shall be issued only after they have been signed by the Depositary Institution. |
| Article 24 | When a holder of Taiwan Depositary Receipts request for redemption, it may request the Depositary Institution to transfer 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 Foreign Issuer 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 15 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 Taiwan Depositary Receipts requests for redemption pursuant to paragraph 1 and sells the underlying securities represented by the Taiwan Depositary Receipts in a foreign 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. |
| Article 25 | After a Foreign Issuer has obtained Effective Registration from the FSC to Sponsor Issuance of Taiwan Depositary Receipts, it shall file the following documents with the FSC within ten (10) days after issuance of the Taiwan Depositary Receipts:
1. prospectus (Note: the content of the prospectus must be posted to the information disclosure website specified by the FSC);
2. copy of the deposit contract;
3. copy of the custody contract;
4. an opinion letter issued by an attorney-at-law confirming that there is no material discrepancy between the actual offering terms and the contents granted Effective Registration by the FSC; and
5. other documents required by the FSC.
When the Foreign Issuer provides the Depositary Institution with any information pursuant to the deposit contract, a report thereof shall be filed with the FSC within three (3) days after such provision. |
| Article 26 | After the issuance of Taiwan Depositary Receipts, the Depositary Institution shall, within ten (10) days after the end of each month, submit to the Central Bank a Monthly Report on the Liquidity and Redemption of Taiwan Depositary Receipts (Attachment 8), and post the information to the information disclosure website specified by the FSC. |
Chapter III Bonds
|
| Article 27 | A Foreign Issuer intending to issue and offer bonds shall file a Registration Form for Offering and Issuance of Bonds by Foreign Issuers corresponding to the nature of the issue (Attachments 5, 5-1, 5-2, 5-3, and 6), specifying therein the required particulars, together with the required supporting documents and may proceed to the issuance only after Effective Registration has been obtained from the FSC.
Where a Foreign Issuer, having already Sponsored Issuance of Taiwan Depositary Receipts on the Taiwan Stock Exchange or on an OTC market, registers the offering and issuance of convertible corporate bonds or corporate bonds with warrants, may Sponsor Issuance of Taiwan Depositary Receipts to enable execution of conversions or the performance of stock option obligations, in which case such Taiwan Depositary Receipts shall carry the same rights and obligations as Taiwan Depositary Receipts traded on the Taiwan Stock Exchange or on an OTC market. |
| Article 28 | A Foreign Issuer registering the offering and issuance of bonds shall obtain a credit rating from a bond rating institution approved or recognized by the FSC, indicating that its credit worthiness is above a certain required rating; provided, that the above shall not apply to those who register the offering and issuance of convertible bonds or corporate bonds with warrant and are in compliance with Article 284-4 of the Law and Articles 247, 249 and 250 of the ROC Company Law. |
| Article 28-1 | In the event a Foreign Issuer filing to register offering and issuance of straight corporate bonds meets the conditions set by the FSC, it may submit the Shelf Registration Statement for Issuance of Straight Corporate Bonds by a Foreign Issuer (Attachment 5-2) complete with all required information, together with the required documents, to the FSC for effective registration and complete the issuance within the expected issue period.
Article 5 shall apply mutatis mutandis to a Foreign Issuer that files for registration in accordance with the preceding paragraph.
The expected issue period referred to in paragraph 1 shall not exceed two years counting from the date of Effective Registration. The Foreign Issuer shall set the period at the time of registering with the FSC. |
| Article 28-2 | When issuing straight corporate bonds within the expected issue period as referred to in the preceding article, the Foreign Issuer shall, on the next business day after it has completed collecting the payment, submit the Supplementary Shelf Registration Statement for Issuance of Straight Corporate Bonds by a Foreign Issuer (Attachment 5-3) complete with all required information, together with the required documents, to the FSC for recordation.
With respect to issuance by a Foreign Issuer of corporate bonds during the expected issue period referred to in the preceding article, the FSC may cancel a Foreign Issuer's current supplementary issue of corporate bonds if there is any violation of Article 8 or paragraph 1 of the preceding article. |
| Article 28-3 | If any of the following events occurs after Effective Registration of a shelf registration for issuance of corporate bonds by a Foreign Issuer, the shelf registration shall be terminated:
1. An event referred to in paragraph 2 of the preceding article.
2. Expiration of the expected issue period.
3. The expected total issue amount under the shelf registration has been fully issued.
4. The FSC deems cancellation of the shelf registration necessary to protect the public interest.
Before the current shelf registration has been duly terminated, the Foreign Issuer may not file for any further registration of issuance of straight corporate bonds. |
| Article 29 | A Foreign Issuer shall designate the following agents in the territory of the Republic of China to handle the related matters:
1. agent for the issuance of bonds;
2. agent for payments (of interests and principal);
3. agent for conversion or subscription of shares; and
Foreign exchange matters relating to the proceeds resulted from issuance and offering of the bonds shall be handled pursuant to paragraph 2 of Article 13 hereof.
Foreign exchange matters relating to the payment (of interest and principal), conversion or share subscription as specified in paragraph 1 above shall be handled in accordance with the relevant provisions of the Statute for Regulation of Foreign Exchange |
| Article 30 | When offering and issuing bonds, a Foreign Issuer shall specify in the offering plan the following particulars:
1. projected date of issuance;
2. interest rate;
3. method for payment of interest;
4. interest payment date(s);
5. type of the bonds, price per unit and total issue size;
6. security;
7. Name of the trustee for the creditors and the major terms and conditions. (The trustee shall be limited to a financial institution or trust enterprise only.) However, this restriction shall not apply to offering and issuance of straight corporate bonds, where the conditions set by the FSC are met.
8. method for repayment (e.g. repayment at maturity, pre-mature repayment, redemption or put) and the relevant dates thereof;
9. paying agent;
10. method of underwriting and place of listing;
11. use of proceeds and projected benefits thereof; however, for offering and issuance of straight corporate bonds, the projected benefits from use of the proceeds are not required to be specified;
12. offering period and approach to be taken in case of under-subscription;
13. In case of issuance and offering of convertible bonds, the following particulars shall be specified:
(1) conversion procedure;
(2) conversion agent;
(3) method for determining the terms and conditions of the conversion (including conversion price, conversion period, types of the securities to be converted, etc.)
(4) A Foreign Issuer that Sponsors Issuance of Taiwan Depositary Receipts to enable the execution of conversions shall state the type of the underlying securities represented by the Taiwan Depositary Receipts, the quantity of securities underlying each unit of Taiwan Depositary Receipts, the names of the depositary institution and custodian institution, the schedule for issuance of the Taiwan Depositary Receipts, and other particulars as required per stipulation.
(5) conversion price adjustment;
(6) entitlement to interest and dividends in the converting year;
(7) method for handling the money that is not enough to convert into one unit of the securities issuable upon conversion;
(8) rights and obligations after the conversion.
14. In case of issuance and offering of corporate bonds with warrants, it shall be specified that the corporate bond and the warrant shall not be separable, and the following particulars shall also be specified:
(1) total number of units of the warrants to be issued, number of shares that can be subscribed per warrant and total number of shares to be issued upon exercise of warrants;
(2) warrant exercise procedure;
(3) subscription agent;
(4) method for determining the terms and conditions for the warrants (including warrant price, warrant exercise period, and the types of securities that can be subscribed for);
(5) Where a Foreign Issuer Sponsors Issuance of Taiwan Depositary Receipts to perform its stock option obligations, it shall state the type of the underlying securities represented by the Taiwan Depositary Receipts, the quantity of securities underlying each unit of Taiwan Depositary Receipts, the names of the depositary institution and custodian institution, the schedule for issuance of the Taiwan Depositary Receipts, and other particulars as required per stipulation;
(6) warrant price adjustment;
(7) manner for payment of the share price upon exercise of warrants; and
(8) rights and obligations after exercise of warrants.
15. The fact that the governing law of the contract shall be the laws of the Republic of China. However, for offering and issuance of straight corporate bonds, where the conditions set by the FSC are met, law other than the laws of the Republic of China may be adopted as the governing law of the contract.
16. The fact that, in case of litigation, the District Court of Taipei, Taiwan shall be the court having jurisdiction and in case arbitration is to be used, the details thereof. However, if the governing law of the contract is law other than that of the Republic of China, other courts may be stipulated as having jurisdiction over litigation.
17. other important matters agreed upon by the contracting parties.
A Foreign Issuer that applies for issuance and offering of straight corporate bonds, convertible bonds, or corporate bonds with warrants shall be required to already have had its stocks listed and traded on an approved foreign securities market, unless it meets conditions set by the FSC.
Where Taiwan Depositary Receipts are obtained through conversion of corporate bonds or the exercise of stock options, the provisions of Article 24, paragraph 1 shall apply when the holder of the receipts asks the depositary institution to redeem them. |
| Article 31 | For issuance and offering of bonds, a prospectus shall be prepared. In addition to the particulars required in accordance with the laws and regulations of the Foreign Issuer's home country or the country where its shares are listed, the following particulars shall be specified in the prospectus:
1. offering Plan for the bonds and the agreed-upon matters;
2. the evaluation report of the securities underwriter;
3. credit rating certificate issued by a credit rating institution;
4. other outstanding bonds;
5. trustee agreement;
6. paying agency agreement, conversion agency agreement or subscription agency agreement;
7. letter of creation of security or provision of guarantee, if any;
8. restrictions on securities trading by foreign nationals placed by the home country of the Foreign Issuer and the country where its stocks are listed, taxation and matters to be noted for payment of tax;
9. the highest, lowest and average market prices for the most recent six (6) months of the securities issuable upon conversion, in case of convertible bonds or upon exercise of warrant, in case of corporate bonds with warrants, on the stock exchange where its stocks are listed; and
10. other important matters agreed upon by the parties or required to be specified by the FSC.
Where a Foreign Issuer meets the proviso in paragraph 1, subparagraph 15, of the preceding article, the governing law and the court with jurisdiction over litigation shall be disclosed in prominent lettering on the cover of the prospectus. |
| Article 32 | A Foreign Issuer offering and issuing bonds shall provide offerees with a prospectus. A Foreign Issuer issuing convertible corporate bonds or corporate bonds with warrants shall engage securities underwriter(s) to handle a public offering. |
| Article 33 | Except in cases where no physical certificates are printed, bonds shall be numbered and the following matters shall be specified therein:
1. name of the Foreign Issuer;
2. types of bonds, price per unit and total volume to be issued;
3. date of issuance;
4. interest rate of the bonds;
5. date and method for payment of interest;
6. method and time limit for repayment;
7. trustee;
8. paying agent;
9. certification institution;
10. in the case of convertible bonds, conversion agent and terms and conditions for the conversion;
11. in the case of corporate bonds with warrants, the subscription agent and terms and conditions for the warrant;
12. an indication of the security, if any;
13. the governing law of the contract;
14. the court having jurisdiction over litigation and in case arbitration is to be used, the details thereof; and
15. other important matters agreed upon by the contracting parties or required to be specified by the FSC.
The provisions of the preceding paragraph shall not be applicable to the issuance of bonds whose volume of issuance has been confirmed in writing by an international clearance and settlement institution. |
| Article 34 | A Foreign Issuer that has obtained Effective Registration from the FSC for issuance of bonds shall file the following documents with the FSC within ten (10) days after issuance of the bonds:
1. prospectus (Note: the content of the prospectus must be posted to the information disclosure website specified by the FSC);
2. issuance agreement;
3. certificate issued by a credit rating institution confirming the rating of the bond currently being issued;
4. an opinion letter issued by an attorney-at-law confirming that there is no material discrepancy between the terms and conditions of the bonds and the contents granted Effective Registration by the FSC; and
5. other matters required to be specified by the FSC. |
| Article 35 | After issuing bonds, a Foreign Issuer shall before the tenth (10th) day of each month submit to the Central Bank a Report on the Liquidity of the Bonds for the preceding month (Attachment 9), and shall further post the information to the information disclosure website specified by the FSC. |
Chapter IV Stocks
|
| Article 36 | A Foreign Issuer offering and issuing stocks shall file a Registration Form for Issuance and Offering of Stocks (Attachment 7) specifying therein the required particulars, together with the required supporting documents and may proceed to the issuance only after obtaining Effective Registration from the FSC.
The stocks applied by the Foreign Issuer for listing or OTC trading are limited to stocks in the same class that have been listed on other stock exchanges or traded on other OTC markets. |
| Article 37 | Where a Foreign Issuer registers the offering and issuance of stocks, the stocks in question shall carry the same rights and obligations as other stocks in the same class that have been listed on other stock exchanges or traded on other OTC markets. |
| Article 38 | A Foreign Issuer shall not restrict stockholders from selling the stocks on a foreign stock exchange.
Where stocks issued in Taiwan by a Foreign Issuer are sold offshore by the investor, the investor shall engage a local securities firm to process related foreign exchange proceeds/payments or foreign exchange transactions pursuant to the Statute for Regulation of Foreign Exchange.
After sale of the stocks offshore, the investor may subsequently buy stocks offshore and trade them on the domestic market, provided that the number of subsequently purchased and traded shares shall not exceed the number of shares originally sold offshore. |
| Article 39 | A Foreign Issuer that applies for a listing on the Taiwan Stock Exchange or on an OTC market shall appoint a domestic institution to handle foreign exchange settlement, payment of dividends, payment of tax and disclosure of information.
The dividends, bonuses or other benefits distributed by the Foreign Issuer shall be paid in the same currency as that quoted on the listing.
Foreign exchange proceeds/payments or foreign exchange transactions that arise in connection with the matters set forth in the preceding paragraph shall be handled by an agent for stock affairs in accordance with the applicable provisions of the Statute for Regulation of Foreign Exchange. |
| Article 40 | The following particulars shall be specified in the stock offering plan:
1. purpose of the offering;
2. total number of stocks to be issued, method for determining the issue price per share and total dollar amount;
3. method of underwriting and place where the stocks are to be traded;
4. in case of new share issuance for cash injection, the use of proceeds and the projected benefits to be derived therefrom;
5. printing, certification and delivery of share certificates and the method for settlement for domestic transactions;
6. time frame for the offering, and the approach to be taken in case of under-subscription; and
7. other matters required to be specified by the FSC. |
| Article 41 | The following particulars shall be specified in the custody contract entered into by and between a foreign custodian and a domestic centralized securities depository institution:
1. name, nationality and location of principal place of business of the contracting parties;
2. name, type and volume of the securities under custody;
3. the procedures and manners for safe-keeping and withdrawal of securities;
4. the manner for handling rescission of the agreement and amendments thereto;
5. the manner for handling the destruction, damage or loss of the securities under custody;
6. the Custodian Institution shall notify the domestic centralized securities depository institution and domestic agent for stock affairs after receipt of the securities under custody;
7. the fact that the governing law shall be the laws of the Republic of China;
8. in case of litigation, the court having jurisdiction, and in case arbitration is to be used, the details thereof; and
9. other important matters agreed upon by the contracting parties or required to be specified by the FSC. |
| Article 42 | For offering and issuance of stocks, a prospectus shall be prepared. In addition to the particulars required in accordance with the laws and regulations of the Foreign Issuer's home country and the country where its shares are listed, the following particulars shall be specified in the prospectus:
1. offering Plan and the agreed-upon matters;
2. general information on the company (including brief introduction of the company, corporate organization, share capital and issuance of shares, bonds, preferred stocks and depositary receipts);
3. information on the company's operations (including management, fixed assets and other real properties, investment, major contracts and other necessary supplemental information);
4. business plan and use of capital (including business plan, use of proceeds from capital increase by cash or issuance of corporate bonds);
5. financial information (including short-form financial data, financial statements, other financial information and major events, and issuance of new shares for merger for the most recent five (5) years);
6. the evaluation report of the underwriter;
7. agent for stock affairs;
8. major terms and conditions of the custody contract;
9. pertinent information (restrictions on securities trading by foreign nationals, the tax burden, and regulations governing the payment of taxes) on how the offering and issuance plans of foreign issuers are treated in the home country of the foreign issuer and the country where its securities are listed;
10. the highest, lowest and average market prices for the most recent six (6) months of the stocks on the stock exchange; and
11. other important matters agreed upon by the parties or required to be specified by the FSC. |
| Article 43 | A Foreign Issuer that issues and offers stocks shall provide offerees with a prospectus, and shall engage securities underwriter(s) to handle a public offering. |
| Article 44 | A Foreign Issuer shall establish or appoint an agent for stock affairs to prepare and maintain custody of its shareholders' register. |
| Article 45 | A Foreign Issuer that has obtained Effective Registration from the FSC to issue and offer stocks shall file the following documents with the FSC within ten (10) days after issuance:
1. prospectus (Note: the content of the prospectus must be posted to the information disclosure website specified by the FSC);
2. copy of the custody contract;
3. an opinion letter issued by an attorney-at-law confirming that there is no material discrepancy between the terms and conditions of actual offering and the contents granted Effective Registration by the FSC; and
4. other documents required by the FSC. |
| Article 46 | After the issuance of stocks, the Foreign Issuer shall within ten (10) days after the end of each month submit to the Central Bank a Report on the Liquidity of Foreign Stocks (Attachment 10), and shall post the information to the information disclosure website specified by the FSC. |
Chapter V Supplemental Provisions |
| Article 47 | After securities have been offered and issued, the Foreign Issuer shall make public announcements and file the reports with the FSC in accordance with the regulations of the FSC.
The particulars to be publicly announced and reported pursuant to the preceding paragraph shall be separately prescribed by the FSC. |
| Article 48 | These Regulations shall enter into force from the date of their promulgation. |