| Title： |
Chinese Securities Association Regulations Governing Underwriting and Resale of Securities by Securities Firms(2004.06.03) |
| Date： |
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Article 11
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In an underwriting by competitive auction, the underwriter shall administer bidding and auctioning in accordance with the following schedule:
1. Day One: Commencement of the tender;
2. Day Four: Closure of the tender (where day four falls on a weekend, closure of the tender shall be postponed by one day); and
3. Tenders shall be opened on the fourth business day subsequent to the closure of the tender.
Those submitting bids in accordance with the provisions of subparagraphs 1 and 2 of the preceding paragraph shall submit their bids directly at the place of business of the underwriter.
The dates specified under paragraph 1 may be changed if necessary by applying for approval with the Chinese Securities Association.
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Article 19
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Immediately following the opening of bids, the Taiwan Stock Exchange shall print out a report on the results of the bid opening. Said report shall be examined and signed by representatives of the Taiwan Stock Exchange, the securities issuer, and every member of the underwriting syndicate.
The report on bidding results referred to in the preceding paragraph shall for each bid include award numbers, the award price, the number of units awarded, the total dollar amount of securities allocated, and either personal ID numbers (in the case of individual awardees) or juristic person uniform invoice numbers issued by the tax authorities for the localities where institutional awardees are located (in the case of institutional awardees).
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Article 33
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When the portion [of an offering] that is put up for public sale is not entirely underwritten by competitive bidding, after registering the underwriting contract with the Chinese Securities Association, the underwriter shall carry out the following:
1. Day One: Publish an underwriting notice, and begin mailing notifications of award and payment notices (to be formatted per Attachment 3);
2. Day Four: Refund bid deposits (per Article 12 paragraph 2) to unsuccessful and disqualified bidders;
3. Delivery of company prospectuses and matters relevant to payment shall be undertaken simultaneously with the public subscription.
Matters relevant to payment in subparagraph 3 of the preceding paragraph above shall be undertaken by the method designated by the underwriter. The deadline for payment shall be identical to that by which awardees in public subscription, as specified by Article 53 paragraph 1 subparagraph 7, must make payment for subscribed securities to the designated bank.
If either of the dates set forth in paragraph 1 subparagraphs 1 and 2 falls on a weekend, regular holiday, or bank holiday, it shall be moved forward by one day next following the given day, and the dates that follow shall be moved forward accordingly.
The dates specified under paragraph 1 may be changed if necessary by applying for approval with the Chinese Securities Association.
The payment referred to in paragraph 1 subparagraph 3 shall be the purchase price for the securities, less the bid deposit as prescribed in Article 12 paragraph 2. In the event that the awardee fails to fulfill his payment obligation within the specified time period, the underwriter may confiscate the bid deposit, and shall subscribe on its own account, at the price offered to said awardee, to the units that were to have been allocated to said awardee.
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Article 34
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When the portion [of an offering] that is put up for public sale to outside parties is entirely underwritten by competitive bidding, after registering the underwriting contract with the Chinese Securities Association, the underwriter shall carry out the following:
1. Day One: Publish an underwriting notice and begin mailing notifications of award, prospectuses, and payment due notices;
2. Day Four: Begin refunding bid deposits (per Article 12 paragraph 2) to unsuccessful and disqualified subscribers; payment period commences;
3. Day Seven: Payment deadline;
4. Day Eight: Complete compilation of related registers; issuer applies to Taiwan Stock Exchange or GreTai Securities Market for a securities listing on the stock exchange or an OTC market;
5. Day Nine: Announcement of securities listing on the stock exchange or an OTC market.
6. Day Ten: Securities are issued and listed on the stock exchange or an OTC market.
In the underwriting of securities offered through public placement, the procedures set forth in subparagraphs 4, 5, and 6 under the preceding paragraph, which are connected with application for listing of securities on the stock exchange or an OTC market, need not be carried out.
Where any of the dates set forth in the preceding paragraph falls on a weekend, regular holiday, or bank holiday, it shall be moved forward by one day next following the given day, and the dates that follow shall be moved forward accordingly.
The dates specified under paragraph 1 may be changed if necessary by applying for approval with the Chinese Securities Association.
The payment referred to in paragraph 1 subparagraph 3 shall be the purchase price for the securities, less the bid deposit as prescribed by Article 12 paragraph 2. In the event that the awardee fails to fulfill his payment obligation within the specified time period, the underwriter may confiscate the bid deposit, and shall subscribe on its own account, at the price offered to said awardee, to the units that were to have been allocated to said awardee.
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Article 39
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The underwriter shall keep information relating to ordinary bids for a period of thirty days after the opening of the bids. Bidding materials for disqualified bids and awardees shall be stored for a period of one year after the opening of the bids. However, if the SFC or the Chinese Securities Association deems it necessary, it may request an extension of the storage period.
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