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Chinese Securities Association Regulations Governing Underwriting and Resale of Securities by Securities FirmsChinese Securities Association Regulations Governing Underwriting and Resale of Securities by Securities Firms(2004.08.09) |
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Article 2
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These Regulations are applicable to the underwriting and re-sale of stocks, corporate bonds, financial bonds, depositary receipts, and any other securities specified by theFinancial Supervisory Commission, Executive Yuan (hereinafter, "the FSC").
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Article 25
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After registering (or applying for approval) with the FSC for a public offering and issuance of securities, the underwriting syndicate may provide investors with prospectuses and other relevant materials of the issuing company (issuing institution), convene public meetings to familiarize investors with the offering, and begin handling book-building bids. The book-building bid procedures shall be completed within eight business days of the day on which the filing takes effect (or the application is approved).
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Article 30
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If the determination of the offering price for underwritten securities is not undertaken as prescribed by Section One or Two, a reference price shall be determined as prescribed by the Guidelines for the Use of Financial Information in the Pricing of Securities for Underwriting announced by the FSC, and other reasonable pricing methods in current use. Thereupon the underwriter shall resolve the offering price by negotiations with the issuing company (issuing institution) or the holder of said securities.
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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 FSC or the Chinese Securities Association deems it necessary, it may request an extension of the storage period.
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Article 45
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The underwriter shall store for a period of thirty days after allocation information relevant to ordinary book-building bids. Information relating to disqualified bids and awardees shall be stored for a period of one year after allocation. However, if the FSC or the Chinese Securities Association deems it necessary, a request may be made for extension of the storage period.
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Article 50
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In sub-underwriting securities on behalf of an underwriter, a securities broker and its associated persons shall abide by the following rules:
1. A prospectus and other relevant material detailing the terms under which securities are to be issued, the operating and financial conditions of the issuer, and other relevant matters shall be provided to subscribers;
2. No guarantees or commitments shall be made to subscribers regarding investment return on the securities;
3. Subscribers who are obviously incapable of effecting payment shall not enter into contracts with an underwriter via [a securities broker or any of its associated persons];
4. No improper subscription solicitations may be made to investors; and
5. [A securities broker and its associated persons shall refrain from] any other activity prohibited by the FSC.
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Article 70
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Securities firms shall, after the public announcement of the lottery winners, keep information relating to ordinary subscriptions for 30 days and information regarding unqualified subscribers or lottery winners for 90 days. However, the FSC and Chinese Securities Association may extend these times in consideration of the needs at the time.
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Article 87
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These Regulations and any amendments hereto shall take force after passage by a meeting of the board of directors, and subsequent reporting to and approval by the FSC.
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