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Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers(2008.12.18) |
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Article 5
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Where a Foreign Issuer registers a planned offering and issuance with the FSC by duly filing all required documents, the registration will automatically become effective after twelve full Business Days from the day on which the filing documents were received by the FSC and any FSC-designated agencies, provided that the Effective Registration period shall be shortened to seven Business Days if the Foreign Issuer is conducting one of the cases listed below, or has obtained, within the most recent year, a credit rating report from a credit rating institution approved or recognized by the FSC:
1. Offering and issuance of ordinary corporate bonds, or when a secondary exchange-listed (or OTC-listed) company makes a secondary distribution of stock or sponsors issuance of Taiwan Depositary Receipts in Taiwan using issued shares held by its shareholders.
2. The foreign issuer, through the TSEC or GTSM, files a primary exchange or primary OTC listing contract for its stock with the FSC, and subsequently conducts a public sale of new shares issued to effect a cash capital increase before the initial exchange or OTC listing.
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.
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Article 9
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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 in cases of a Foreign Issuer issuing stock or sponsoring the issuance of Taiwan Depository Receipts in connection with receiving transfer of shares of a domestic [Taiwan] company or merging with or acquiring a domestic [Taiwan] company in accordance with law, or of one issuing straight corporate bonds, a Foreign Issuer must retain a financial institution to collect proceeds on its behalf and deposit those proceeds in the segregated account that it has opened. Before beginning to collect proceeds, it shall enter into a payment collection agreement and a payment deposit agreement with the bank that collects proceeds on its behalf and deposits them in the segregated account. Within two days from the date on which it enters into those agreements, it shall input the relevant information such as the name of that contracted bank and the date on which the contract was signed into the FSC-designated information reporting website. The collection and deposit in the segregated account of proceeds by that
bank may not be handled by the same business unit of that bank. The foreign issuer may draw on those proceeds only after they are collected in full, and must input the data regarding the collection of proceeds in full into the FSC-designated information reporting website within two days after the date on which those proceeds are collected in full.
2. The securities certificates shall be certified unless physical certificates are not printed, and such certification may be handled in accordance with the provisions of the Regulations 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 in the custody of the centralized securities depository enterprise, is delivered through the book-entry system, and can only be redeemed under limited conditions, or where the Foreign Issuer's offering and issuance of securities certificates in its home country and the country where its shares are listed do not require certification, and the securities certificates of the current offering and issuance are certified by an impartial third party.
3. If there is any change in the items of the fund utilization plan or any adjustment to amounts of individual items, such that the aggregate amount of any decreases in, or the aggregate amount of any increases in, the amount of funds originally required for the individual items reaches 20% or more 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.
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Article 18
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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. the offering plan for Taiwan Depositary Receipts and stipulations set forth therein;
2. the concluding opinion of the underwriter's evaluation;
3. major terms and conditions of the custody contract (or other custodian documents) and the deposit contract;
4. any matters requiring attention in connection with restrictions on securities transactions by foreigner nationals, tax burdens, and tax payment procedures, of the foreign issuer's home country and country in which its shares 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. However, if the period of listing of the underlying securities has been less than 6 months, the highest, lowest and average market prices for such period; and
7. other important matters agreed upon by the parties, or requested or required to be specified by the FSC.
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Article 52
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A secondary exchange (or OTC) listed company that offers and issues stock shall prepare a prospectus. 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. Company overview (including company and group introductions, group structure, risk matters, capital stock, and director, supervisor, managerial officer, and major shareholder information).
2. Operations overview (including business scope, competitive strategy, business objectives, strategy, and plan; market, production, and sales overview; major contracts, and other matters requiring supplementary explanation).
3. Issue plan and fund utilization plan (including the price-setting method for the current issue and an analysis of the fund utilization plan) and matters stipulated therein.
4. Financial overview (including summary financial data, financial statements, and a review and analysis of the financial condition and operating results, for the most recent five fiscal years, and other important matters).
5. Status of corporate governance operations and other matters requiring supplementary explanation.
6. The concluding opinion of the securities underwriter's evaluation.
7. A legal opinion issued by a lawyer.
8. The shareholder services agent.
9. Main content of the custody contract.
10. Any matters requiring attention in connection with restrictions on securities transactions by foreigner nationals, tax burdens, and tax payment procedures, of the foreign issuer's home country and country in which its shares are listed.
11. The highest, lowest, and average market price of the stock for the most recent six months on any securities trading market on which it is listed. However, if the period of listing of the underlying securities has been less than 6 months, the highest, lowest and average market prices for such period.
12. Method for exercise of shareholder rights.
13. Any other important stipulations, or other matters that the FSC requires to be specified.
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