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Article 17
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A primary exchange (or OTC) listed company or emerging stock company that offers and issues stock shall prepare a prospectus with the content in the Chinese language or a Chinese-English bilingual format, provided that if the English-Chinese bilingual format is used and there is any discrepancy in the interpretation of the meaning of the text, the Chinese version shall prevail.
The content of the prospectus referred to in the preceding paragraph shall meet the requirements listed below, and additionally shall comply, mutatis mutandis, with the Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses:
- The content below shall be printed prominently on the front cover of the prospectus:
- Country of registration of the issuer.
- The issuer is a company that is a foreign enterprise listed in Taiwan using New Taiwan Dollars.
- If the issuer's shares do not have a par value of NT$10 per share, the par value per share, or that the shares are no-par-value shares, shall be noted.
- An investor shall carefully read the contents of this prospectus, and shall note the risks associated with the issuer. In addition, the internal page numbers to consult for the related content that text shall be noted. (An emerging stock company shall also add a note requesting that investors carefully read the risk disclosure statement.)
- The following matters shall be printed on the inside front cover of the prospectus:
- Name of the domestic lawyer who prepared the legal opinion, and the name, address, web address, and telephone number of the law firm. If opinions of any other lawyers are used (e.g. lawyers of the country of registration and the country of the principal place of business), the above information for those lawyers shall also be disclosed together.
- Name, job title, contact telephone number, and e-mail address of the litigious and non-litigious agent within the ROC.
- The following matters shall be printed in the content of the prospectus:
- Company overview, including a company introduction, the structure of the group, and the nationalities or places of registration of the directors, supervisors, managerial officers, and greater than 10 percent shareholders.
- An explanation of any material differences from the rules of the ROC in relation to the protection of shareholder equity.
- The financial statements printed in the prospectus shall be the consolidated financial statements audited and attested by a CPA, and the CPA audit report, for the most recent 2 fiscal years as of the time of the filing for the offering and issuance of stock. If the filing date falls more than 45 days after the end of each quarter, the consolidated financial statement for the most recent quarter reviewed by a CPA, and the CPA review report, shall additionally be submitted. If, before the printing of the prospectus, there is any most recent financial statement audited by a CPA, it shall also be disclosed therewith.
A primary exchange (or OTC) listed company or emerging stock company offering and issuing stock shall deliver the prospectus to subscribers in advance.
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Article 34
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A secondary exchange (or OTC) listed company that sponsors issuance of TDRs shall prepare a prospectus. 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 the country where its shares are listed, the following items shall be specified in the content of the prospectus:
- On the front cover of the prospectus, the TDR code shall be printed in the upper right hand corner, and the following items shall be printed in sequential order:
- Name of the company.
- The prospectus is prepared for purposes of an issue of TDRs: the source of the securities represented by the TDRs; the quantity of the securities represented; the total number of units issued; the price-setting method for the current issue; the premium/discount percentage of the issue price to the underlying stock price; the total monetary amount of the issue; the public underwriting percentage; the underwriting and allotment method. For the issuance plan, the internal page numbers to consult for the related content may be noted.
- Outline of the purpose of the fund utilization plan and anticipated benefits and notes referencing the internal page numbers for the related content.
- The following content shall be printed prominently:
- Country of registration of the issuer.
- The issuer is a company that is a foreign enterprise listed in Taiwan using New Taiwan Dollars.
- An investor shall carefully read the contents of this prospectus, and shall note the risks associated with this company. In addition, the internal page numbers to consult for the related content shall be noted.
- The effective registration of the securities may not be used in any advertisement as proof of the veracity of registration particulars or as a guarantee the value of the securities.
- If there is any misrepresentation or nondisclosure in the content of the prospectus, the foreign issuer and its responsible person and any other persons who have signed or sealed the prospectus shall be held liable in accordance with law.
- Web addresses for querying prospectus information, including the information disclosure website specified by the FSC and the website on which the company discloses information related to the prospectus.
- Date of printing.
- Related underwriting fees.
- In the event of any of the following circumstances, the company shall note the circumstance on the cover in a prominent font:
- Where there has been a change in the code of the TDRs, the original stock code shall be printed along with the new stock code in the fiscal year in which such change occurred and in the 2 consecutive fiscal years thereafter.
- Where there has been a change in the company name, the change shall be disclosed by printing the new and old names adjacently in the fiscal year in which such change occurred and in the 2 consecutive fiscal years thereafter.
- Where TDRs are issued in connection with a merger or acquisition (including merger or consolidation, acquisition, or demerger) or acquisition of another company's shares, if there are any restrictions on transfer or pledge of the issued TDRs, such restrictions shall be noted.
- A prospectus prepared in order to register for public offering and issuance of securities shall note on its front cover that it is a draft version for the purpose of such registration.
- The inside front cover of the prospectus shall have the following items relevant to the current issue printed in sequential order:
- Sources of the paid-in capital before the current issue, including the respective amounts from cash capital increase, capital increase through capitalization of retained earnings, capital increase through capitalization of capital reserve, capital increase in connection with a merger, or other sources of funds, and the respective ratios thereof to the paid-in capital amount.
- The prospectus distribution plan: specify the places where the prospectus will be displayed, the distribution methods, and the methods for requesting and obtaining the prospectus.
- Name, address, web address, and telephone number of the shareholder services agent.
- Name, address, web address, and telephone number of the depositary institution.
- Name, address, web address, and telephone number of the custodian institution.
- Name, address, web address, and telephone number of the credit rating institution.
- Names of the CPAs who attested the financial report for the most recent year and the domestic CPAs who reviewed it, and the CPA firm names, addresses, web addresses, and telephone numbers.
- Name of the domestic lawyers who prepared the legal opinion, and the name, address, web address, and telephone number of the law firm. If opinions of any other lawyers are used (e.g. lawyers of the country of registration and the country of the principal place of business), the above information for those lawyers shall also be disclosed together.
- Names, job titles, contact telephone numbers, and e-mail addresses of the spokesperson and deputy spokesperson.
- Company information (including addresses, web addresses, and phone numbers of the head office and any branches, and the name, job title, contact telephone number, and e-mail address of the litigious and non-litigious agent within the ROC).
- Address of website on which can be queried trading information of the country where the securities represented by the TDRs are listed and information on the finances and business of the company.
- The content of the prospectus shall specify the following items:
- Company overview (including a company and group introduction, group structure, risk matters, capital stock, directors, supervisors, managerial officers, and major shareholder information).
- Operations overview (including business scope, competitive strategy, business objectives, strategy, and plan; market, production, and sales overview; major contracts, and any other matters requiring supplementary explanation).
- Issue plan and fund utilization plan (including the price-setting method for the current issue and an analysis of the fund utilization plan) and matters stipulated therein.
- Financial overview (including summary financial data, financial statements, and a review and analysis of the financial condition and operating results, for the most recent 5 fiscal years, and other important matters).
- Status of corporate governance operations and other matters requiring supplementary explanation.
- Dividend policy and its implementation status.
- The concluding opinion of the securities underwriter's evaluation.
- Legal opinion issued by a lawyer.
- The principal content of the custody agreement (or other custody documents) and the depositary agreement.
- Any matters requiring attention in connection with restrictions on securities transactions by foreigner nationals, tax burdens, and tax payment procedures, of the secondary exchange (or OTC) listed company's country of registration and country in which its shares are listed.
- The highest, lowest, and average market prices of the stock 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. Except in cases of public sale of TDRs prior to initial exchange listing (or OTC listing), 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. If the period of listing has been less than 6 months, the stated period may be the actual period of listing.
- Rights exercisable by, or restrictions placed on, holders of the securities represented by the TDRs.
- For sponsored issuance of TDRs for purposes of conversion or performance of obligations in connection with exercise of foreign convertible bonds or corporate bonds with warrants listed for trading on an overseas securities market, the issuance rules for the convertible bonds or corporate bonds with warrants.
- Those who have retained an FSC-approved or -recognized credit rating institution to conduct a credit rating shall disclose the credit rating report issued by the credit rating institution.
- Any other important stipulations or other matters that the FSC requires to be specified.
- The back cover of the prospectus shall be signed or sealed by more than half of the company's directors and by its general manager.
- The securities underwriter and its responsible person, CPAs, lawyers, and other experts shall sign or seal the prospectus indicating their endorsement of the part for which they are responsible.
The draft prospectus shall be transmitted, as an electronic file in the format prescribed by the FSC, to the information disclosure website specified by the FSC and, within 30 days from the date of receipt of the notice of effective registration, the final amended prospectus shall be transmitted as an electronic file to the information disclosure website specified by the FSC.
A secondary exchange (or OTC) listed company sponsoring issuance of TDRs by a depositary institution shall deliver the prospectus to offerees in advance.
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Article 49
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When offering and issuing bonds, a foreign issuer shall specify in the offering plan the following particulars:
- Projected date of issuance.
- Coupon rate.
- Method for payment of interest.
- Interest payment date(s).
- Type of the bonds, face value, and the aggregate amount of the issue.
- The availability of collateral or guarantee.
- Name of the trustee for the creditors and the major terms and conditions. (The trustee shall be limited to a financial institution or trust enterprise only.)
- Method for repayment (e.g. repayment at maturity, pre-mature repayment, redemption or put) and the relevant dates thereof.
- Paying agent.
- Method of underwriting and intended place of listing.
- Use of proceeds and projected benefits thereof; however, for offering and issuance of straight corporate bonds, the projected benefits from use of the proceeds are not required to be specified.
- Offering period and approach to be taken in case of under-subscription.
- In case of issuance and offering of convertible bonds, the following particulars shall be specified:
- Conversion procedure.
- Conversion agent.
- Method for determining the terms and conditions of the conversion (including conversion price, conversion period, types of the securities to be converted, etc.).
- A foreign issuer that sponsors issuance of TDRs to enable the execution of conversions shall state the type of the underlying securities represented by the TDRs, the quantity of securities underlying each unit of TDRs, the names of the depositary institution and custodian institution, the schedule for issuance of the TDRs, and other particulars as required per stipulation.
- Conversion price adjustment.
- Entitlement to interest and dividends in the converting year.
- Method for handling the money that is not enough to convert into one unit of the securities issuable upon conversion.
- Rights and obligations after the conversion.
- In case of issuance and offering of corporate bonds with warrants, the following particulars shall also be specified:
- Total number of units of the warrants to be issued, number of shares that can be subscribed per warrant and total number of shares to be issued upon exercise of warrants.
- Warrant exercise procedure.
- Subscription agent.
- Method for determining the terms and conditions for the warrants (including warrant price, warrant exercise period, and the types of securities that can be subscribed for).
- For corporate bonds with detachable warrants, the total number of warrant units to be issued and the method for calculating the price per unit of the warrants.
- Where a foreign issuer sponsors issuance of TDRs to perform its stock option obligations, it shall state the type of the underlying securities represented by the TDRs, the quantity of securities underlying each unit of TDRs, the names of the depositary institution and custodian institution, the schedule for issuance of the TDRs, and other particulars as required per stipulation.
- Warrant price adjustment.
- Method for payment of the share price upon exercise of warrants.
- Rights and obligations after exercise of warrants.
- The fact that the governing law of the contract shall be the laws of the ROC. However, when the conditions of Article 45, paragraph 1, subparagraphs 1 to 3 are met, law other than the laws of the ROC may be adopted as the governing law of the contract.
- The fact that, in case of litigation, the District Court of Taipei, Taiwan shall have jurisdiction. However, if the governing law of the contract is law other than that of the ROC, other courts may be stipulated as having jurisdiction over litigation.
- The details of any stipulations regarding arbitration, if arbitration is stipulated.
- Other important matters agreed upon by the contracting parties.
Foreign issuers filing to offer and issue straight corporate bonds, convertible bonds, or corporate bonds with warrants shall be limited to primary exchange (or OTC) listed companies and secondary exchange (or OTC) listed companies, unless the foreign issuer meets FSC-specified conditions or is an emerging stock company entitled to file to offer and issue straight corporate bonds.
Where TDRs are obtained through conversion of corporate bonds or the exercise of stock options, the provisions of Article 37, paragraph 1 shall apply when the holder of the receipts asks the depositary institution to redeem them.
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