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Article 3
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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.
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Article 4
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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.
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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, 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.
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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, 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.
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