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Amendments

Title：

Regulations Governing the Offering and Issuance of Securities by Foreign Issuers  CH

Amended Date： 2023.12.29 
Article Content Chapter Content Search Article No. Search Legal Basis Subordinate Legislation Amended Article Legislative History Chinese

Title： Regulations Governing the Offering and Issuance of Securities by Foreign Issuers(2014.10.24)
Date：
Article 6     A foreign issuer that files to publicly offer and issue the securities listed below shall engage a securities underwriter to conduct an evaluation and issue an evaluation report:
  1. A domestic issue of corporate bonds in which a securities underwriter is engaged to conduct underwriting to the public, provided that this does not apply to an issue of straight corporate bonds.
  2. A primary exchange (or OTC) listed company domestically issuing new shares in connection with a cash capital increase, issuing new shares in connection with a merger, issuing new shares in connection with acquiring shares of another company, or issuing new shares in connection with an acquisition or demerger.
  3. A primary exchange (or OTC) listed company or emerging stock company publicly offering and issuing overseas securities. Issuers of straight corporate bonds, however, are not subject to this restriction.
  4. A secondary exchange (or OTC) listed company issuing new shares in connection with a capital increase or issuing new shares to sponsor issuance of TDRs.
  5. A secondary exchange (or OTC) listed company making a domestic secondary public offering of stock or sponsored issuance of TDRs using shares that have already been issued and are held by shareholders.
  6. An emerging stock company issuing new shares in connection with a cash capital increase and allocating a certain percentage of the total amount of newly issued shares for issuance to the public.
    The concluding opinion of the evaluation report referred to in the preceding paragraph shall be published in the prospectus.
    A primary exchange (or OTC) listed company that files for a case under subparagraphs 1 to 3 of paragraph 1 shall, in the accounting year when the offering is completed and in the subsequent two accounting years, engage a securities underwriter to assist it in complying with ROC securities laws and regulations.
Article 9-1     When a foreign issuer files for a case under Article 5, paragraph 1, subparagraph 2, or Article 58, paragraph 1, the FSC may engage the TWSE or the GTSM to handle the case.
    When the TWSE or the GTSM is engaged by the FSC to handle a case under the preceding paragraph, if, after effective registration, any circumstance under paragraph 1 or 2 of the preceding Article, or Article 58, paragraph 4 is discovered, the FSC may order the engaged institution to void or revoke the effective registration.
Article 12     Before it may offer and issue stock, a primary exchange (or OTC) listed company or emerging stock company is required to have filed a Registration Statement for the Domestic Offering and Issuance of Stock by a foreign issuer (Attachments 1 to 5) specifying the required particulars, together with the required documentation, with the FSC and obtained effective registration therewith.
Article 22     A secondary exchange (or OTC) listed company offering and issuing stock shall file a Registration Statement for the Domestic Offering and Issuance of Stock by a foreign issuer (Attachments 6 to 9) based on the nature of its case specifying the required particulars, and annexing the required supporting documents, and may proceed to the issuance only after obtaining effective registration from the FSC.
    The stock for which a secondary listed company applies for exchange 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 28     A foreign issuer that is a secondary exchange (or OTC) listed company may sponsor issuance of TDRs by a depositary institution only after it submits, based on the nature of its case, the Registration Form for Sponsoring Issuance of Taiwan Depositary Receipts (Attachments 10 to 13) recording the required matters together with the required documentation to the FSC to file for effective registration.
    Shareholders of a secondary exchange (or OTC) listed company that engage a depositary institution to domestically issue TDRs, using shares that have already been issued and are held by the shareholders, may do so only after submitting the Registration Form for Non-sponsoring Issuance of Taiwan Depositary Receipts (Attachment 14) recording the required matters together with the required documentation to the FSC to file for effective registration.
    When the holders of already-issued TDRs of a secondary exchange (or OTC) listed company gratuitously obtain shares of another company due to a demerger or a distribution of dividends, that other company may, after the TWSE or GTSM has filed with the FSC the contract for exchange listing or OTC listing of its TDRs, file to sponsor issuance of TDRs with the aforesaid shares of the other company.
    In a case referred to in the preceding paragraph, it is required prior to the effective registration date to obtain proof that an approved overseas securities exchange has approved the listing and trading of the other company's shares, and additionally to duly submit a filing with all of the relevant documents attached. The filing will become effective 7 business days from the date it is accepted for processing by the FSC and the institution designated by the FSC, and such cases are exempt from the requirement of conducting public underwriting.
    The provisions of Article 5, paragraphs 2 to 6, Article 7, and Article 8 shall apply mutatis mutandis to filing cases referred to in paragraph 3.
Article 39     A secondary exchange (or OTC) listed company that simultaneously meets all of the conditions listed in the subparagraphs below may submit the Shelf Registration Statement for a Foreign Issuer Sponsoring Issuance of Taiwan Depositary Receipts (Attachment 15), provide all information required therein, along with all required documents to the FSC for effective registration. In addition, it shall complete the issuance within the scheduled issuance period.
  1. Its TDRs have been listed on the domestic stock exchange market or traded on the OTC stock market for a combined period of 1 year or more.
  2. It has periodically or non-periodically publicly disclosed its financial and business information to the public in accordance with laws and regulations in each of the past 3 years.
  3. Has not within the past 3 years made any serious violation of rules of the TWSE or GTSM regarding information disclosure.
  4. Has not within the past 3 years had any offering and issuance of securities rejected, voided, or revoked by the FSC or the competent authority of the country of listing. However, this restriction need not apply in cases where, since the date of delivery of the notice of effective registration, the issue has not been fully subscribed and payment therefore has not been fully collected in cash and the case has been voided or revoked by the FSC or the competent authority of the country of overseas listing.
  5. Any cash capital increase or corporate bond issuance plans effectively registered with FSC or the competent authority of the country of listing in the past 3 years have all been implemented as planned and on schedule, and no material changes have occurred.
  6. The domestic and overseas CPAs engaged by the issuer have not within the past 3 years received a warning or more severe sanction under the law for their handling of securities offering and issuance.
  7. The lead underwriter engaged by the issuer has not within the past 3 years been subject to any order under law or regulation to a sanction to dismiss any of its directors, supervisors, or managerial officers or a more severe sanction in connection with handling of securities offering and issuance.
    The scheduled issuance period referred to in the preceding paragraph may not exceed 1 year counting from the date of effective registration. The secondary exchange (or OTC) listed company shall set the period at the time of filing with the FSC.
    When a secondary exchange (or OTC) listed company issues TDRs during the scheduled issuance period, it shall engage an underwriter to underwrite the issuance in full on a firm commitment basis.
Article 40     When a secondary exchange (or OTC) listed company issues TDRs within the scheduled issuance period referred to in the preceding article, it shall deliver the simplified prospectus to offerees in advance, and on the next business day after each time it has completed collection of the funds, submit the Shelf Registration Supplement for an Issue of Taiwan Depositary Receipts (Attachment 16), complete with all required information, together with required documents, to the FSC for recordation.
    The content of the simplified prospectus referred to in the preceding paragraph, in addition to the particulars required in accordance with the laws and regulations of the secondary exchange (or OTC) listed company's country of registration and country of listing, shall also specify the following items:
  1. The front cover, inside front cover, and back cover of the prospectus shall contain the items specified in Article 34, paragraph 1, subparagraphs 1, 2, 4, and 5, and additionally "Simplified Prospectus" shall be printed in a prominent font on the front cover. The inside front cover also shall state the web address and the places that investors can review the prospectus prepared under Article 34.
  2. The content of the simplified prospectus shall specify the following items:
    1. Permitted issuance period, total number of units for issuance under the shelf registration, number of units already issued, and remaining number of units that may be issued.
    2. Company overview (including capital stock, directors, supervisors, managerial officers, and major shareholder information).
    3. Operations overview (including market, production, and sales overview; major contracts, and any other matters requiring supplementary explanation).
    4. Issue plan, fund utilization plan, and matters stipulated therein.
    5. Financial statements (but not including the financial statement notes and annexes)
    6. The securities underwriter's evaluation opinion regarding whether the secondary exchange (or OTC) listed company complies with paragraphs 4 and 5 herein and with Article 39 hereof and the concluding opinion of the evaluation.
    7. Legal opinion issued by a lawyer.
    8. The highest, lowest, and average market prices of the securities represented by the TDRs for the most recent 6 months on any securities trading markets on which it is listed and the closing price on the business day preceding the filing date, and a note shall also be made stating the differences in each of the aforesaid market prices between the markets on which the security is listed.
    9. Any changes or new additions that were subsequently made to any content of the previous prospectus.
    10. If there have been any changes in any content of the depositary agreement or custody agreement, the changes shall be disclosed.
    The simplified prospectus referred to in the preceding paragraph shall, prior to each issue, be transmitted, as an electronic file in the format prescribed by the FSC, to the information disclosure website specified by the FSC.
    When the secondary exchange (or OTC) listed company issues TDRs during the scheduled issuance period referred to in the preceding article, if there is any change in CPA or lead underwriter engaged by it, any CPA or lead underwriter that it engages shall still be required respectively to comply with the requirements of paragraph 1, subparagraph 6 or 7 of the preceding article.
    When the secondary exchange (or OTC) listed company issues TDRs during the scheduled issuance period referred to in the preceding article, if there is any violation of Article 7, Article 8, or paragraph 1 of the preceding article, the FSC may void or revoke the TDRs of that secondary issue.
Article 43     A foreign issuer intending to issue and offer bonds domestically shall file a Registration Statement for Offering and Issuance of Bonds by foreign issuers corresponding to the nature of the issue (Attachments 17 to 19), specifying the required particulars, and annexing 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 TDRs on the TWSE or on an OTC market, registers the offering and issuance of convertible corporate bonds or corporate bonds with warrants, may sponsor issuance of TDRs to enable execution of conversions or the performance of stock option obligations, in which case such TDRs shall carry the same rights and obligations as TDRs traded on the TWSE or on an OTC market.
Article 45     A foreign issuer that files to register the offering and issuance of straight corporate bonds and that meets the conditions of each of the following subparagraphs may submit the Shelf Registration Statement for Issuance of Straight Corporate Bonds by a foreign issuer (Attachment 20), complete with all required information and all required documents, to the FSC for effective registration and complete the issuance within the expected issuance period.
  1. The issuer is a primary exchange (or OTC) listed company that has been domestically listed, or whose securities have been trading on the OTC market, for a combined total of a full 3 years, or is a secondary exchange (or OTC) listed company whose stocks, or securities representing its stocks, have been listed and traded on one of the overseas securities markets approved by the competent authority for a full 3 years. However, in either of the following circumstances, this restriction shall not apply:
    1. An issuer filing to issue straight corporate bonds is a company controlled by another company, the bonds are fully guaranteed by the controlling company, and the stock of the controlling company has been listed and traded on one of the overseas securities markets approved by the competent authority for a full 3 years.
    2. The issuer is an overseas financial institution that has been approved by the FSC to establish a domestic branch in the ROC, and the stock of the financial institution's parent holding company has been listed and traded on one of the overseas securities markets approved by the competent authority for a full 3 years.
  2. The issuer's net worth, as stated in the CPA audited and attested financial report for the most recent year, is not less than NT$500 million.
  3. The issuer is not currently in material breach of contract or material default on the payment of principal and interest, with respect to any previously issued corporate bonds or other debt, or more than 3 years have passed since the date of resolution of any previous instance of such breach or default.
  4. The issuer has not been sanctioned by the FSC or the competent authority of its overseas country of listing within the past 3 years for any breach of information disclosure regulations.
  5. Any plan for a cash capital increase or issuance of corporate bonds that received effective registration from the FSC or the competent authority of the overseas country of listing within the past 3 years has been executed according to schedule and with no material alteration.
  6. The CPA engaged by the issuer has received no warning or any other more serious sanction under the law within the past 3 years due to work related to the offering and issuance of securities.
  7. The lead underwriter engaged by the issuer has received no sanction pursuant to law or regulation ordering it to dismiss a director, supervisor, or managerial officer, or any other equally or more serious sanction, within the past 3 years due to work related to the offering and issuance of securities.
    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 2 years counting from the date of effective registration. The foreign issuer shall set the period at the time of registering with the FSC.
Article 46     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 21) complete with all required information, together with the required documents, to the FSC for recordation.
    With respect to issuance by a foreign issuer of straight 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 straight corporate bonds if there is any violation of Article 7, Article 8, or paragraph 1 of the preceding article.
Article 54     A primary exchange (or OTC) listed company intending to issue stock on an overseas securities market in connection with a capital increase, or to trade on an overseas securities market with shares that have already been issued, shall file the respective Registration Statement for a Foreign Issuer Offering and Issuing Overseas Stock corresponding to the nature of the case (Attachments 22 and 23), specifying the required particulars, together with the required supporting documents, and may proceed with the issue only after the registration filing with the FSC becomes effective.
    The provisions of Chapter IV of the Regulations Governing the Offering and Issuance of Overseas Securities by Issuers shall apply mutatis mutandis to a primary exchange (or OTC) listed company issuing overseas stock.
Article 55     A primary exchange (or OTC) listed company filing for registration for a sponsored issue of overseas depositary receipts using either new shares issued for a capital increase or using shares that have already been issued shall file the respective Registration Statement for a Sponsored Issue of Overseas Depositary Receipts corresponding to the nature of the case (Attachments 24 to 28), specifying the required particulars, together with the required supporting documents, and may proceed with the issue only after the registration filing with the FSC becomes effective.
    When a primary exchange (or OTC) listed company filing for registration of a sponsored issue of overseas depositary receipts using new shares issued for a capital increase, it shall state the basis for setting the issue price, the reasonableness thereof, and any effects on shareholders' equity and refer the same to a shareholders meeting for approval by resolution.
    If any directors, supervisors, managerial officers, or shareholders holding more than ten percent of the total shares of a primary exchange (or OTC) listed company intends to engage the depositary institution to reissue overseas depositary receipts in an amount not exceeding the number of those shares for which the overseas depositary receipts have already been redeemed they shall file an application (Attachment 29) under Article 22-2, paragraph 1, subparagraph 1 specifying the required particulars, and may proceed with the issue only after the application has been approved by the FSC.
    Overseas depositary receipts reissued under the preceding paragraph shall be limited to those overseas depositary receipts that the deposit contract and custody contract expressly provide may be reissued following redemption.
    The provisions of Chapter II of the Regulations Governing the Offering and Issuance of Overseas Securities by Issuers shall apply mutatis mutandis to a primary exchange (or OTC) listed company sponsoring issuance of overseas depositary receipts.
Article 56     A primary exchange (or OTC) listed company or emerging stock company offering and issuing overseas corporate bonds shall file the respective Registration Statement for a Sponsored Issue of Overseas Corporate Bonds corresponding to the nature of the case (Attachments 30 to 32), specifying the required particulars, together with the required supporting documents, and may proceed with the issue only after the registration filing with the FSC becomes effective.
    When a primary exchange (or OTC) listed company has already offered and issued overseas corporate bonds, if the conversion rules or warrant exercise rules stipulate that overseas depositary receipts will be provided for conversion or exercise of the overseas corporate bonds, it shall file a Registration Statement for a Sponsored Issue of Overseas Depositary Receipts (Attachments 33 and 34) specifying the required particulars, and annexing the required supporting documents, and may proceed with the issue only after the registration filed with the FSC becomes effective.
    Chapter III of the Regulations Governing the Offering and Issuance of Overseas Securities by Issuers shall apply mutatis mutandis to a primary exchange (or OTC) listed company or emerging stock company offering and issuing overseas corporate bonds.
Article 58     In the event that the foreign issuer intends to apply for listing on the stock exchange or for OTC trading of stock that has not been publicly issued under the Act, it shall submit the Registration Statement (Attachment 35), specifying the required particulars, and annexing the required documents such as the stock issue prospectus, to the FSC to file for retroactive handling of public issuance procedures. The filing will become effective after 12 business days from the date on which the FSC and FSC-designated institutions receive its Registration Statement.
    The Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses shall apply mutatis mutandis to the information to be provided in the stock issue prospectus under the preceding paragraph.
    Article 4, paragraphs 2 to 4, Article 5, paragraphs 2 , 3, 5, and 6, and Article 20 shall apply mutatis mutandis to submission of the Registration Statement under paragraph 1.
    If, after effective registration for initial public issuance under paragraph 1, there is discovered any violation of Article 4, paragraphs 2 to 4 herein, or of Article 20, paragraph 1 of the Act, or any circumstance under Article 9, paragraph 1, subparagraph 6, the FSC may void or revoke the effective registration.
    A foreign issuer conducting initial public issuance of stock under paragraph 1 shall concomitantly conduct initial public issuance of any employee stock warrants and equity securities that have previously been issued under laws or regulations of the country of registration.
Article 60     A primary exchange (or OTC) listed company or emerging stock company issuing employee stock warrants or new restricted employee shares shall file a Registration Statement for Issuance of Employee Stock Warrants (Attachment 36) or Registration Statement for Issuance of New Restricted Employee Shares (Attachment 36-1), specifying the required particulars, together with the required supporting documents, and may proceed with the issue only after the registration filing with the FSC becomes effective.
    The provisions of Chapter IV of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall apply mutatis mutandis to a primary exchange (or OTC) listed company or emerging stock company issuing employee stock warrants or new restricted employee shares.
Article 62     A primary exchange (or OTC) listed company or emerging stock company conducting a capital reduction shall file a Registration Statement (Attachment 37), specifying the required particulars, together with the required supporting documents, with the FSC. Such filings will become effective, respectively, 12 business days or 7 business days immediately from the date the FSC and the institution designated by the FSC receive the New Share Issue Registration Statement.
    Article 4, paragraphs 2 to 4 and Article 5, paragraphs 2, 3, 5, and 6 shall apply mutatis mutandis to cases under the preceding paragraph.
    If, after effective registration, there is discovered any circumstance under Article 9, paragraph 1, subparagraph 5 or 6 or any violation of Article 4, paragraphs 2 to 4 herein, the FSC may void or revoke the effective registration.