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Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers(2006.08.29) |
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Article 27
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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 to 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.
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Article 28-1
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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.
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Article 28-2
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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.
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Article 28-3
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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.
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Article 30
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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. (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 denominated in foreign currency, 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;
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 denominated in foreign currency, 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 already have had its stocks listed and traded on an approved foreign securities market.
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.
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Article 31
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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 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.
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Article 33
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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 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.
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