|
Article 5
|
When, from the date of the balance sheets of the latest financial reports submitted by the issuer to the date when the registration becomes effective, an event occurs that has a material impact on shareholders' equity or securities prices, as provided in Article 36, paragraph 3, subparagraph 2 of the Act, the issuer shall disclose the event to the public and report to the FSC within 2 days after its occurrence. In addition, the issuer shall provide to the FSC an expert opinion on the occurrence based on the nature of the event involved and the evaluation from the attesting certified public accountant (CPA) regarding the impact of the event on the financial reports.
From the receipt date of the registration documents by the FSC and FSC-designated institutions until the registration becomes effective, except for information revealed in accordance with acts and regulations, the issuer may not state or reveal any forecasted financial or business information to any specified or unspecified person.
If the issuer externally disseminates any information not in conformance with the registration documents, it shall correct the relevant documents and submit them to the FSC.
|
|
Article 11
|
If any of the circumstances listed below is discovered at an issuer that offers and issues securities, the FSC may void or revoke its effective registration or approval:
- In a case in which the issuer has filed for registration of an issue of straight corporate bonds, the offering period exceeds the prescribed period under the TPEx Review Rules and the TPEx Rules for International Bonds.
- In a case other than one falling under the preceding paragraph, the subscription payment has not been fully raised and paid in cash after 3 months from the date of receiving the notice of effective registration from the FSC; provided that the FSC may grant an extension of 3 months upon application therefor with legitimate reasons and provided further that such extension shall be limited to one.
- Any one of the events prescribed under Article 251, paragraph 1 or Article 271, paragraph 1 of the Company Act occurs.
- The issuer is in violation of Article 20, paragraph 1 of the Act.
- The issuer is in violation of Article 5.
- A serious breach of, or failure to fulfill, a commitment made at the time securities were offered and issued.
- For purposes of protecting the public interest, or if the issuer is in violation of these Regulations or any restrictions or prohibitions imposed at the time when the FSC notified the issuer that its registration had become effective or application had been approved.
In the event a holder of securities makes a secondary distribution to unspecified persons, the FSC may revoke the registration when the situation prescribed under the aforementioned subparagraphs 4, 6 or 7 occurs after the registration with it has become effective.
From the date on which the registration becomes effective until the date of completion of the securities offering, if the content of a publicly disclosed financial forecast or other released information is at variance with the registration or application documents, and there has been a material impact on securities prices or shareholders' equity, the FSC may revoke or void the effectiveness of the report.
When an effective registration is voided or revoked, if the proceeds for the securities have already been collected, the issuer or the holder, within 10 days from the day it receives the notice of voidance or revocation from the FSC, shall return those proceeds plus interest computed in accordance with law, and bear liability for damages.
|
|
Article 12
|
When offering and issuing stocks, the issuer shall submit the relevant registration statement (Attachments 2 through 12) based on the nature of its case, recording all of the necessary information, together with the required attachments to the FSC. Only after the registration becomes effective can the issuer proceed with such offering and issuance.
If the registration statement submitted by the issuer, or the information recorded therein, is incomplete, or any one of the events prescribed under Article 5 herein occurs, and the issuer submits the necessary supplementation before receiving a stop order from the FSC regarding its registration, its registration shall become effective when the effective registration period set forth in Article 13 has elapsed, counting from the date on which the FSC and FSC-designated institutions receive supplementation in full.
The registration of an issuer of an issuance of new shares for cash shall still become effective based on the effective registration period set forth in Article 13 herein, and the provisions of the preceding paragraph do not apply if the issuer, prior to that registration becoming effective, submits to the FSC and FSC-designated institutions updated relevant data due to a change in the issuing price.
|
|
Article 15
|
Where an issuer files registration to issue stocks and any of the circumstances listed below exists, the FSC may suspend the effectiveness of its registration:
- The registration statement is incomplete or the information contained therein is insufficient.
- Any one of the events prescribed under Article 5 occurs.
- The FSC deems it necessary in order to protect the public interest.
|
|
Article 16
|
After receiving the notice of suspension for its registration from the FSC, the issuer may make corrections in response to the reasons given in the said notice and apply for revoking the suspension by the FSC. If the issuer does not receive any notice for further supplementation from the FSC or its case is not rejected, its registration shall become effective upon the expiration of the time period starting from the last date when the FSC and FSC-designated institutions receive the supplementary documents to the time required for becoming effective as prescribed under Article 13.
If, after the FSC suspends its effective registration in accordance with the previous Article, within 12 business days after receipt of such notice, the issuer does not apply for revocation of such decision or the causes of suspension given in the FSC's notice remain pending even it has applied for revocation, the FSC may reject the issuer's application.
|