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Article 43-1
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When a securities firm conducts an underwriting case involving an initial listing on a stock exchange or an OTC market or an initial offering of Taiwan Depositary Receipts, the parties from whom it is allowed to accept book building bids shall be restricted by the mutatis mutandis application of Articles 35 and 36; in addition, the firm shall refuse bids involving the participation of any of the parties listed in the following subparagraphs, and shall also obtain declarations from bidders affirming that they meet the eligibility requirements for purchasers:
1. An employee of the issuer.
2. A director, supervisor, or managerial officer (or a spouse, son, or daughter thereof) of a company that has underwriting business dealings with an underwriter.
3. A financial holding company to which an underwriter itself belongs, or another subsidiary of such a financial holding company; however, this restriction does not apply to a securities investment trust fund offered by a securities investment trust company belonging to such a financial holding company.
4. A director, supervisor, or managerial officer (or a spouse, son, or daughter thereof) of a financial holding company to which an underwriter itself belongs, or of another subsidiary of such a financial holding company.
5. A de facto related party of the issuer or an underwriter.
6. An attesting CPA of the issuer, any other CPA of that CPA’s office, or a spouse thereof.
7. A lawyer who has issued a legal opinion in connection with the underwriting case, or the spouse thereof.
8. A party listed in any of the preceding subparagraphs that uses the name of another party to participate in subscription (i.e. a de facto related party that engages in any of the acts set out under Article 2 of the Securities and Exchange Act Enforcement Rules).
When a securities firm, acting on behalf of a company already listed on a stock exchange or an OTC market, conducts an underwriting case involving a cash capital increase or an offering of corporate or financial bonds with equity characteristics, or warrants detached from preferred shares with detachable warrants or detached from corporate bonds with detachable warrants, or a secondary offering of Taiwan Depositary Receipts, the parties from whom it is allowed to accept book building bids shall be restricted by the mutatis mutandis application of the preceding paragraph, provided that it need not be restricted by subparagraphs 1 to 3 of the preceding paragraph.
When a securities firm conducts an underwriting of Taiwan Depositary Receipts, the parties from whom it is allowed to accept book building bids shall comply with the provisions of paragraphs 1 and 2; in addition, the firm shall refuse book building bids involving any participation of the depositary institution, or any director, supervisor, manager, or employee of the depositary institution, or any spouse or child thereof.
For securities allocated by an underwriter but not paid for by the subscribers and subsequently placed with a specified party, the provisions of paragraphs 1 to 3 shall apply mutatis mutandis to the specified party.
When a securities firm conducts an underwriting case involving an initial listing on a stock exchange or an OTC market, or involving an initial issue of Taiwan depositary receipts, it furthermore shall obtain declarations from the bidders affirming their consent for the provision of the book building information (including the remittance bank and account number) to the TWSE and the GTSM for the establishment of files, provided that the information will not be externally disclosed for any purpose other than provision to the TWSE, GTSM, and the competent authority for securities for supervision and auditing purposes.
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Article 85-2
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After the conclusion of the underwriting period, the securities underwriter that conducted the underwriting of securities shall store in an electronic medium data relating to subscriptions, allocations, payments, and specific persons, and data relating to the process of deciding allocations, and preserve it for at least five years for reference purposes.
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