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Article 1
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These Guidelines are prescribed pursuant to Paragraph 1 of Article 22 of the Securities and Exchange Law.
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Article 2
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Foreign issuer that offers and issues securities within the territory of the Republic of China shall act in accordance with the provisions of these Guidelines.
The term "foreign issuer" as used herein refers to juristic persons organized and registered under foreign laws.
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Article 3
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The term "depositary institution" as used herein refers to 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.
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Article 4
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The term "custodian institution" as used herein refers to a financial institution which enters into a custodian agreement or other documents with the depositary institution to take custody of the securities represented by the depositary receipts, or an institution that takes custody of the stocks issued by the foreign issuer.
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Article 5
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The term "Taiwan depositary receipts" as used herein refers to the receipts issued by a depositary institution within the territory of the Republic of China to evidence the securities of the foreign issuer in the custody of a custodian institution.
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Article 6
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The term "sponsor in issuance" as used herein refers to the sponsorship by a foreign issuer to assist in implementing of the offering plan for issuance of Taiwan depositary receipts and to provide financial information pursuant to the deposit agreement.
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Article 7
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When a foreign issuer applies for the issuance and offering of securities or for listing of securities on the stock exchange ("Listing") or trading at the places of business of securities firms, it shall obtain a consent letter from the competent authority in charge of foreign exchange.
If the application is incomplete or the particulars required to be specified therein are insufficient and have not been rectified within a time frame as prescribed by the Securities and Futures Commission (the "Commission"), this Commission may return the application documents.
An application for amendment shall be filed promptly with this Commission if there is any change in the particulars applied for and documents submitted.
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Article 8
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Where the securities offered and issued by a foreign issuer are denominated in 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 10 hereof shall be handled by transferring funds through foreign currency accounts opened at designated banks.
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Article 9
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This Commission may disapprove the offering and issuance of securities upon the existence of any of the following events:
1. Where the particulars applied for are in violation of laws and regulations, or there are any misrepresentations or false statements contained in the application, or
2. Where a disapproval is deemed by this Commission as necessary for protection of the public interest.
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Article 10
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Upon discovering any of the following events, this Commission may revoke its approval for the offering and issuance of securities granted to a foreign issuer:
1. Where the securities have not been fully subscribed for and the proceeds thereof have not been fully collected within three (3) months from the date on which the approval letter of this Commission is received; provided that this Commission may grant an extension of three (3) months upon application therefor with proper reasons and provided further that such extension shall be limited to one;
2. Where the particulars applied for are in violation of laws and regulations, or there are any misrepresentations or false statements contained in the application;
3. Where Taiwan depositary receipts, stocks or bonds denominated in foreign currency have not been applied for Listing on the stock exchange or trading on the OTC market or have not met the criteria for Listing or OTC Trading; or
4. Where it is for protection of the public interest, or there is any violation of the regulations of this Commission.
When this Commission revokes its approval for the offering and issuance of securities granted to a foreign issuer pursuant to 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 revocation from this Commission; 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.
When this Commission revokes its approval for the offering and issuance of bonds or stocks granted to a foreign issuer pursuant to 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 revocation from this Commission.
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Article 11
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A foreign issuer that applies for public offering and issuance of securities shall, pursuant to regulations, request a securities underwriter to evaluate and to issue an evaluation report.
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Article 12
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(Deleted.)
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Article 13
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A foreign issuer that offers and issues securities other than ordinary corporate bonds is required to engage a financial institution to receive the proceeds on its behalf and the proceeds shall be deposited in a special account opened by the issuer and shall not be disbursed until the proceeds have been fully collected, which shall be certified by the said financial institution in writing for submission to this Commission for record.
The remittance of the proceeds received under the proceeding Paragraph shall be handled by the lead underwriter in accordance with the relevant provisions of the Statute for Regulation of Foreign Exchange.
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Article 14
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Except in cases where no physical securities are to be printed, securities to be issued hereunder shall be certified. Rules for Certification of Stocks and Corporate Bonds Issued by Public Companies shall apply mutatis mutandis; provided however, that this requirement does not apply to the issuance of Taiwan depositary receipts that are evidenced by a single master certificate for deposit with the centralized securities depository institution and the withdrawal thereof is restricted and book-entry system is adopted.
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Article 15
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The name-bearing securities may be transferred through endorsement by the holders of the securities, provided that such transfer shall not be valid against the foreign issuer or the depositary institution unless and until the name or title of the transferee is inscribed in 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.
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Article 16
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The particulars inscribed in the Taiwan depositary and bonds 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.
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Article 17
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A foreign issuer sponsoring a depositary institution in issuance of Taiwan depositary receipts shall file an Application for Sponsoring Issuance of Taiwan Depositary Receipts (Attachment 1) specifying therein the required particulars, together with the required supporting documents and may proceed to the issuance only after the approval by this Commission.
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Article 18
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After the issuance of Taiwan depositary receipts, no additional depositary receipts shall be issued, except for the following events and unless this Commission has granted its approval:
1. Where new shares are issued as a result of capital increase by cash 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 previously approved by this Commission.
2. Where 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 agreement and custodian agreement.
For additional 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 competent authority in charge of foreign exchange 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 key the relevant information into the stock market monitoring station or internet information system.
The additional depositary receipts issued in accordance with Item 1 of Paragraph 1 above shall be listed on the stock exchange or OTC market on the date when such depositary receipts are delivered to the holders.
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Article 19
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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. In case the purpose for the offering is to raise funds by the foreign issuer, the use of proceeds and the projected benefits to be derived therefrom;
7. Allocation of relevant fees incurred during the offering period and the period when the facility remains outstanding; however, this requirement does not apply if the Taiwan depositary receipts evidence the new shares issued for cash injection;
8. Time frame for the offering and approach to be taken in case of under-subscription; and
9. Other matters required to be specified by this Commission.
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Article 20
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The following particulars shall be specified in the deposit agreement:
1. Name, nationality and location of principal place of business of the contracting parties;
2. The total dollar amount, total number of units, number of the underlying securities represented by and the projected issue price per unit of the 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 custodian agreement 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 this Commission 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 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 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 dividend, 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. Amendment to the agreement;
18.The manner for handling the rescission of the agreement:
19. The governing law shall be the laws of the Republic of China;
20. In case of litigation, the District Court of Taipei, Taiwan shall be the court (of the first instance) having jurisdiction 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 this Commission.
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Article 21
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The following particulars shall be specified in the custodian agreement or other custodian documents:
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 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 rescission of and amendment to the agreement;
6. The method for handling the destruction, damage or loss of the securities under custody;
7. The custodian institution shall notify the depositary institution after receipt of the securities under custody;
8. The governing law shall be the laws of the Republic of China;
9. 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
10. Other important matters agreed upon by the contracting parties or required to be specified by this Commission.
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Article 22
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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. Offering Plan for Taiwan depositary receipts and the agreed-upon matters;
2. The evaluation report of the underwriter;
3. Major terms and conditions of the custodian agreement (or other custodian documents) and deposit agreement;
4. Restrictions on securities trading by foreign nationals placed by the home country of the foreign issuer and the country where its securities are listed, taxation and matters to be noted for payment of tax;
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 this Commission.
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Article 23
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The depositary institution shall prepare and keep the roster of the holders of Taiwan depositary receipts.
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Article 24
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A foreign issuer that sponsors a depositary institution in the offering and issuance of Taiwan depositary receipts shall engage securities underwriter(s) to handle a public offering and related matters and shall deliver the prospectus to the subscribers.
A depositary institution shall not concurrently act as an underwriter for the offering of Taiwan depositary receipts.
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Article 25
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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 this Commission:
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 depositary institution enters into a custodian agreement or other documents with the custodian institution for the custody of the underlying securities for the interest of the holders of 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 the amendment to the agreement;
17. The governing law shall be the laws of the Republic of China;
18. In case of litigation, the District Court of Taipei, Taiwan shall be the court (of the first instance) having jurisdiction 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 this Commission.
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Article 26
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Taiwan depositary receipts shall be issued only after they have been signed by the depositary institution.
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Article 27
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When a holder of Taiwan depositary receipt 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 18 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.
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Article 28
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A foreign issuer that has been approved by this Commission to sponsor in the issuance of Taiwan depositary receipts shall submit the following documents in two counterparts to this Commission for record within ten (10) days after issuance of Taiwan the depositary receipts:
1. Prospectus;
2. Copy of the deposit agreement;
3. Copy of the custodian agreement;
4. Specimen of the Taiwan depositary receipt;
5. An opinion letter issued by an attorney-at-law confirming that there is no material discrepancy between the actual offering terms and the contents approved by this Commission; and
6. Other documents required by this Commission.
When the foreign issuer provides the depositary institution with any information pursuant to the deposit agreement, a report thereof shall be filed with this Commission within three (3) days after such provision.
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Article 29
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After the issuance of Taiwan depositary receipts, the depositary institution shall within ten (10) days after the end of each month submit to the competent authority in charge of foreign exchange a Monthly Report on the Liquidity and Redemption of Taiwan Depositary Receipts (Attachment 4), and key the information into the stock market monitoring station or internet information system .
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Article 30
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A foreign issuer intending to issue and offer bonds shall file an Application for Offering and Issuance of Bonds by Foreign Issuers (Attachment 2) specifying therein the required particulars, together with the required supporting documents and may proceed to the issuance only after the approval by this Commission.
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Article 31
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A foreign issuer applying for the offering and issuance of bonds shall obtain a credit rating from a bond rating institution approved or recognized by this Commission, indicating that its credit worthiness is above certain required rating; provided that the above shall not apply to those who apply for the offering and issuance of convertible bonds or corporate bonds with warrant and are in compliance with Articles 247, 249 and 250 of the ROC Company Law.
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Article 32
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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); and
3. Agent for conversion or subscription of shares.
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 interests 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
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Article 33
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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 (trustee shall be limited to financial institution or trust enterprise only);
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;
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 and types of the securities to be converted, etc.)
(4) Conversion price adjustment;
(5) Entitlement to interest and dividend in the converting year;
(6) Method for handling the money that is not enough to convert into one unit of the securities issuable upon conversion;
(7) Rights and obligations after the conversion.
14. In case of issuance and offering of corporate bonds with warrant, 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 types of shares that can be subscribed for);
(5) Warrant price adjustment;
(6) Manner for payment of the share price upon exercise of warrants;
(7) Rights and obligations after exercise of warrants.
15. The governing law shall be the laws of the Republic of China;
16. In case of litigation, the District Court of Taipei, Taiwan shall be the court (of the first instance) having jurisdiction and in case arbitration is to be used, the details thereof; and
17. Other important matters agreed upon by the contracting parties.
A foreign issuer that applies for issuance and offering of convertible bonds or corporate bonds with warrants shall already have had its stocks listed and traded on a foreign securities market.
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Article 34
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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 and 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 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 this Commission.
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Article 35
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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 shall be the laws of the Republic of China;
14. In case of litigation, the District Court of Taipei, Taiwan shall be the court (of the first instance) having jurisdiction 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 this Commission.
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.
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Article 36
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A foreign issuer which has been approved by this Commission for issuance of bonds shall submit the following documents in two (2) counterparts to this Commission for record within ten (10) days after issuance of the bonds:
1. Prospectus;
2. Agreement for issuance;
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 approved by this Commission; and
5. Other matters required to be specified by this Commission.
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Article 37
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A foreign issuer shall before the tenth (10th) day of each month submit to the competent authority in charge of foreign exchange a Report on the Liquidity of the Bonds for the preceding month (Attachment 5), and key the information into the stock market monitoring station or internet information system.
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Article 38
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A foreign issuer offering and issuing stocks shall file an Application for Issuance and Offering Stocks (Attachment 3) specifying therein the required particulars, together with the required supporting documents and may proceed to the issuance only after the approval by this Commission.
The stocks applied by the foreign issuer for Listing or OTC Trading are limited to same class of stocks that have been listed on other stock exchange or traded on other OTC markets.
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Article 39
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The stocks applied by the foreign issuer for issuance and offering shall carry the same rights and obligations as those same class of stocks that have been listed on other stock exchange or traded on other OTC markets.
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Article 40
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A foreign issuer shall not restrict stockholders from selling the stocks on foreign stock exchange.
An investor who sells the stocks issued by a foreign issuer in a foreign country shall engage a local securities firm to process the foreign exchange matter pursuant to the Statute for Regulation of Foreign Exchange.
After sale of the stocks offshore, the investor may within the range of the original sale, buy on the offshore market and transact at the local market.
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Article 41
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A foreign issuer that applies for Listing or OTC Trading shall appoint a domestic institution to handle foreign exchange settlement, payment of dividends, payment of tax and disclosure of information.
The dividend, bonus or other benefits distributed by the foreign issuer shall be paid in the same currency as that quoted on the listing.
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Article 42
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The following particulars shall be specified in the 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 on which the prices are to be quoted;
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 transaction;
6. Time frame for the offering and approach to be taken in case of under-subscription; and
7. Other matters required to be specified by this Commission.
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Article 43
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The following particulars shall be specified in the custodian agreement entered into by and between foreign custodian and local 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 and amendment to the agreement;
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 stock services institution after receipt of the securities under custody;
7. 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 this Commission.
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Article 44
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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 of the company (including brief introduction of the company, corporate organization, share capital and issuance of shares, bonds, preferred stocks and depositary receipts);
3. Information of operation (including management, fixed assets and other real properties, investment, material contracts and other necessary supplemental information);
4. Business plan and use of capital (including business plan, use of proceeds resulted from capital increase by cash or issuance of corporate bonds);
5. Financial information (including short-form financial data, financial statements, other financial information and material events and issuance of new shares for merger for the most recent five (5) years);
6. The evaluation report of the underwriter;
7. Stock services institution;
8. Major terms and conditions of the custodian agreement;
9. Restrictions on securities trading by foreign nationals placed by the home country of the foreign issuer and the country where its securities are listed, taxation and matters to be noted for payment of tax;
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 this Commission.
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Article 45
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A foreign issuer that issues and offers stocks shall engage securities underwriter(s) to handle a public offering and shall deliver the prospectus to the subscribers.
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Article 46
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A foreign issuer shall by itself or appoint a stock service institution to keep share book.
The qualification for such stock service institution shall be separately prescribed by this Commission.
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Article 47
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A foreign issuer that has been approved by this Commission to issue and offer stocks shall submit the following documents in two counterparts to this Commission for record within ten (10) days after issuance:
1. Prospectus;
2. Copy of the custodian agreement;
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 approved by this Commission; and
4. Other documents required by this Commission.
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Article 48
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After the issuance of stocks, the foreign issuer shall within ten (10) days after the end of each month submit to the competent authority in charge of foreign exchange a Report on the Liquidity of Foreign Stocks (Attachment 6), and key the information into the stock market monitoring station or internet information system.
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Article 49
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After the securities have been offered and issued, the foreign issuer shall make public announcements and file the reports with this Commission for record in accordance with the regulations of this Commission.
The particulars to be publicly announced and reported pursuant to the preceding Paragraph shall be separately prescribed by this Commission.
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Article 50
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These Guidelines shall come into force on the date of their promulgation.
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