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Article 4
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To offer and issue securities, a foreign issuer shall file for effective registration with the FSC, submitting all the relevant documents, after having obtained a consent letter from the Central Bank.
If, from the date of the balance sheet of the financial report submitted by a foreign issuer filing to offer and issue securities until the time of effective registration of the filing, there occurs any event that has a material impact on shareholders' equity or the prices of securities under Article 36, paragraph 3, subparagraph 2 of the Act, the foreign issuer shall publicly announce the event and report it to the FSC within 2 days from its occurrence. In addition, the foreign issuer shall, according to the nature of the event, provide an opinion from a relevant expert, and obtain from the attesting certified public accountant (CPA) a statement regarding the impact of the event on the financial report, and submit the opinion and CPA statement in a report to the FSC.
From the date the FSC and FSC-designated agencies receive the filing documents until the date of effective registration, the foreign issuer may not state or issue any financial or business forecast information to any specified or unspecified person, except for information issued pursuant to statutes or regulations. If the issuer publicly issues any information that is inconsistent with the filing documents, it shall amend the relevant materials and submit them to the FSC.
If there is any change in the particulars subsequent to effective registration, the amendment shall be registered promptly with the FSC.
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Article 5
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Where a foreign issuer registers a planned offering and issuance with the FSC by duly filing all required documents, the registration will automatically become effective after 12 full business days from the day on which the filing documents were received by the FSC and any FSC-designated agencies, unless the effective registration period of 20 days set out in Article 5-1 applies. However, the effective registration period shall be 7 business days if the foreign issuer is conducting one of the cases listed in subparagraphs 1 to 6 below; the effective registration period shall be 3 business days if the foreign issuer is conducting a case listed in subparagraph 7 below:
- A case of a primary exchange (or OTC) listed company or emerging stock company publicly offering and issuing overseas straight corporate bonds, or issuing employee stock warrants or new restricted employee shares.
- A case of a foreign issuer that has already duly issued stock and files, through the TWSE or TPEx, a primary exchange listing or primary OTC listing contract with the FSC for its stock, and subsequently conducts a public sale of new shares issued to effect a cash capital increase before the initial exchange listing or OTC listing.
- A case of a TIB primary listed company that is applying to be reclassified as a primary exchange listed company under Chapter III of the Listing Review Rules and will issue new shares for cash capital increase.
- A case of a foreign issuer that files, through the TWSE or TPEx, an exchange listing or OTC listing contract with the FSC for its sponsored issuance of TDRs, and subsequently conducts a public sale of TDRs before the initial exchange listing or OTC listing.
- A case of a secondary exchange (or OTC) listed company that makes a domestic secondary public offering of stock or sponsored issuance of TDRs using shares that have already been issued and are held by shareholders.
- A case of an emerging stock company issuing new shares for a cash capital increase without conducting a public issue.
- A case of a foreign issuer publicly offering and issuing domestic straight corporate bonds.
The FSC may suspend an effective registration where the registration materials submitted by a foreign issuer are not complete or have not been completely filled out, or where it is necessary to do so in order to safeguard the public interest.
Where a foreign issuer submits incomplete registration materials or fails to fill out its registration materials completely and acts on its own to rectify such insufficiency before the FSC issues notification of the suspension of effective registration, the registration shall become effective after the effective registration period specified in paragraph 1 herein has elapsed from the day on which the materials rectifying the insufficiency were received by the FSC and any FSC-designated agencies.
Where a foreign issuer registers the offering and issuance of depositary receipts or stocks and a subsequent change in the issue price prompts it to submit amended registration materials to the FSC and any FSC-designated agencies prior to the occurrence of effective registration, the registration will still become effective within the effective registration time period set forth under paragraph 1, and the provisions of the preceding paragraph shall not apply.
After receiving notice of suspension of effective registration, a foreign issuer may submit further materials to rectify the cause of suspension; if the FSC does not then reject the registration or notify the registrant to effect further rectification, the registration shall become effective after the effective registration period specified in paragraph 1 herein has elapsed from the day on which the rectified registration materials are received by the FSC and any FSC-designated agencies.
After the FSC suspends an effective registration, if the foreign issuer fails, within 12 business days from the day on which it receives a letter notifying it of said suspension, to act in accordance with the provisions of the preceding paragraph to apply for lifting the suspension, or it applies for lifting of the suspension but the cause of suspension has not been eliminated, the FSC may reject the registration.
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Article 20
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After the issuance of stocks, a primary exchange (or OTC) listed company or emerging stock company shall within 10 days after the end of each month submit to the Central Bank a Report on the Liquidity of Foreign Stocks Issued Domestically by a Foreign Issuer (Attachment 38), and shall input the information to the information disclosure website specified by the FSC.
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