• Font Size：
  • S
  • M
  • L

Relevant Laws

Title：Regulations Governing the Offering and Issuance of Securities by Foreign Issuers (2023.12.29)
Article 4     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.
Article 5     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:
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. A case of an emerging stock company issuing new shares for a cash capital increase without conducting a public issue.
  7. 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.
Article 5-1     For a primary exchange (or OTC) listed company conducting a case set out in Article 6, paragraph 1, subparagraph 1 or 2, if any of the following circumstances exists, the registration will become effective 20 full business days from the date on which the filing documents were received by the FSC and FSC-designated agencies:
  1. A previous case conducted under Article 6, paragraph 1, subparagraph 1 to 3 or 6 was rejected, voided, or revoked by the FSC. However, this restriction need not apply where the case was voided or revoked by the FSC because the issuance had not been fully subscribed and fully paid for in cash following the date of arrival of the notice of effective registration.
  2. The company has been sanctioned two or more times by the FSC in accordance with Article 178 of the Act for violating the Act or other relevant laws or regulations during the fiscal year when the registration was filed or during the previous fiscal year.
  3. The operating income or net profit before tax of the company show consecutive losses in the most recent 2 fiscal years or the latest financial report indicates that the net asset value per share is lower than its par value.
  4. The company is required to allocate special reserve for non-arm's length transactions and such requirement is not yet lifted.
  5. Any of the following circumstances occurs or has occurred during the fiscal year of registration or the previous 2 fiscal years. However, if neither the operating revenue nor asset value of the transferred items nor the expenses accumulated for R&D exceeds 10 percent of the total operating revenue or asset value on the financial report of the fiscal year preceding the time of the transfer or of the R&D expenses for the same period, this restriction does not apply.
    1. Entering into, amending, or terminating any contract for lease of the company's business in whole, or for entrusted business, or for regular joint operation with others.
    2. Transferring the whole or any essential part of its business or assets.
    3. Accepting the transfer of another's whole business or assets, with a material affect on the business operation of the company.
    4. Transferring a portion of its operations or R&D results to another company.
  6. A change in one-third or more of the directors has occurred in the fiscal year of registration or the previous 2 fiscal years and any one of the following circumstances exists. However, this restriction does not apply if more than half of the company's directors are controlled by the original major shareholders before and after such change:
    1. The submitted financial reports indicate an addition to the principal products (meaning any product from which the operating revenue accounts for 20 percent or more of operating revenue) and that the total operating revenue or operating income from the added principal product accounts for 50 percent or more thereof in that fiscal year. However, if the increase in the operating revenue for a principal product from one period to the next does not reach 50 percent or more, that principal product is not required to be counted.
    2. The submitted financial reports indicate that the company has acquired an on-going or completed construction project and the operating revenue or operating income from that project has reached 30 percent or more thereof in that fiscal year.
    3. The submitted financial reports indicate that the company has received transfer of a portion of the operations or R&D results of another company other than an affiliated company and that the operating revenue or operating income from that partial operations or R&D result has reached 30 percent or more thereof in that fiscal year.
  7. The securities underwriter, at the time the company files for registration, has received cumulatively 5 or more demerit points in the most recent year from the FSC, TWSE, TPEx, and Taiwan Securities Association.
    The provisions of the preceding paragraph do not apply to cases of issuance of new shares in connection with merger, issuance of new shares in connection with receiving transfer of shares of another company, or issuance of new shares in connection with acquisition or demerger conducted in accordance with related laws.
Article 6     A foreign issuer that files to publicly offer and issue the securities listed below shall engage a securities underwriter to conduct an evaluation and issue an evaluation report, and engage a lawyer to review the relevant legal issues and issue a legal opinion:
  1. A domestic issue of corporate bonds with equity characteristics in which a securities underwriter is engaged to conduct underwriting to the public.
  2. A primary exchange (or OTC) listed company domestically issuing new shares in connection with a cash capital increase, issuing new shares in connection with a merger, issuing new shares in connection with acquiring shares of another company, or issuing new shares in connection with an acquisition or demerger.
  3. A primary exchange (or OTC) listed company or emerging stock company publicly offering and issuing overseas securities. Issuers of straight corporate bonds, however, are not subject to this restriction.
  4. A secondary exchange (or OTC) listed company issuing new shares in connection with a capital increase or issuing new shares to sponsor issuance of TDRs.
  5. A secondary exchange (or OTC) listed company making a domestic secondary public offering of stock or sponsored issuance of TDRs using shares that have already been issued and are held by shareholders.
  6. An emerging stock company issuing new shares in connection with a cash capital increase and allocating a certain percentage of the total amount of newly issued shares for issuance to the public.
    The concluding opinion of the evaluation report referred to in the preceding paragraph shall be published in the prospectus.
    A primary exchange (or OTC) listed company that files for a case under subparagraphs 1 to 3 of paragraph 1 shall, in the accounting year when the offering is completed and in the subsequent 3 accounting years, engage a securities underwriter to assist it in complying with ROC securities laws and regulations.
Article 7     When a foreign issuer files for public offering and issuance of securities, the FSC may reject the filing case if any of the following circumstances exists:
  1. The particulars registered are in violation of acts and regulations, or there are any misrepresentations or false statements contained in the application;
  2. The attesting CPA issues an audit report containing a disclaimer of opinion or adverse opinion.
  3. The attesting CPA issues an audit report containing a qualified opinion that affects the fair presentation of the financial report.
  4. The case review forms prepared by the foreign issuer, reviewed by the attesting CPA, or issued by the lead securities underwriter indicate any violation of laws or regulations or the articles of incorporation and such violation will affect the offering and issuance of securities.
  5. A legal opinion issued by a lawyer indicates a violation of acts or regulations has occurred that affects the offering and issuance of the securities.
  6. The evaluation report issued by the securities underwriter fails to clearly indicate the feasibility, necessity, and reasonableness of the current plan to offer and issue securities.
  7. The foreign issuer files any case under paragraph 1 of the preceding article within 3 months after receiving notice from the FSC rejecting, voiding, or revoking a case filed by the foreign issuer under these Regulations or after the foreign issuer has withdrawn such a filing. This restriction does not apply, however, if the present case is for issuance of new shares or sponsored issuance of depositary receipts in connection with a merger, with acquiring shares of another company, or an acquisition or demerger.
  8. Breach or non-performance of a commitment made at the time of the application for listing or OTC trading of stock, where the circumstances are serious and remain uncorrected.
  9. The FSC discovers a violation of law or regulation, where the circumstances are serious, or the FSC deems it necessary to reject the case to protect the public interest.
    Article 4 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall apply mutatis mutandis to circumstances under which a foreign issuer may not offer and issue securities.
Article 10     After a foreign issuer has obtained an effective registration for the domestic offering and issuance of securities, it shall act in accordance with the following provisions:
  1. Except in cases of issuance of new shares or sponsored issuance of TDRs in connection with a merger, acquisition of shares of another company, or acquisition or demerger, issuance of straight corporate bonds, issuance of employee stock warrants, issuance of new restricted employee shares, or sponsored issuance of TDRs for purposes of conversion of convertible corporate bonds or corporate bonds with warrants or performance of warrant obligations, the foreign issuer must retain a financial institution to collect proceeds on its behalf and deposit those proceeds in the segregated account that it has opened. Before beginning to collect proceeds, it shall enter into a payment collection agreement and a payment deposit agreement with the bank that collects proceeds on its behalf and deposits them in the segregated account. Within 2 days from the date on which it enters into those agreements, it shall input the relevant information such as the name of that contracted bank and the date on which the contract was signed into the FSC-designated information reporting website. The collection and deposit in the segregated account of proceeds by that bank may not be handled by the same business unit of that bank. The foreign issuer may draw on those proceeds only after they are collected in full, and must input the data regarding the collection of proceeds in full into the FSC-designated information reporting website within 2 days after the date on which those proceeds are collected in full.
  2. The foreign issuer shall, within 10 days after the end of each quarter, post the funds utilization plan and the quarterly report on the status of funds utilization to the information reporting website specified by the FSC. However, this provision does not apply to a secondary exchange (or OTC) listed company that sponsors an issue of TDRs using shares that have been issued and are held by the shareholders.
  3. In the case of a primary exchange (or OTC) listed company that conducts a cash capital increase or corporate bond issue, or a secondary exchange (or OTC) listed company that conducts a cash capital increase or sponsors an issue of TDRs, it shall on a quarterly basis contact the original lead underwriter or the attesting CPA to issue an evaluation opinion on the reasonableness of the progress made in utilization of the funds and the handling of unused funds and on whether any change to the plan is involved, and shall input this information together with the information referred to in the preceding subparagraph to the information reporting website specified by the FSC.
  4. If there is any change in the items of the fund utilization plan or any adjustment to amounts of individual items, such that the aggregate amount of any decreases in, or the aggregate amount of any increases in, the amount of funds originally required for the individual items reaches 20 percent or more of the total amount of funds to be raised, the issuer shall report the change for approval by the Central Bank. After such approval is obtained, the issuer shall make the amendment to the plan and, within 2 days from the day the amendment is passed by a resolution of the board of directors shall input amendment-related information to the information disclosure website specified by the FSC, and submit the amendment to a shareholders' meeting for ratification. The issuer also shall, at the time of the change and subsequently within 10 days after the end of each quarter, contact the original lead underwriter to issue an evaluation opinion on the reasonableness of the progress made in utilization of the funds and of the purposes for unused funds and shall input this information together with the information referred to in paragraph 2, subparagraph 2 to the information disclosure website specified by the FSC. However, this provision does not apply to a secondary exchange (or OTC) listed company that sponsors an issue of TDRs using shares that have been issued shares and are held by the shareholders.
  5. In the case of a primary exchange (or OTC) company that issues new shares in connection with a merger, acquisition of shares of another company, or acquisition or demerger, it shall, within 10 days after the end of each quarter during the first year after completion and registration of the case, contact the original lead underwriter to issue an evaluation opinion on any effect of the merger, acquisition of shares of another company, or acquisition on the finances, business, or shareholders' equity of the issuer, and shall enter the opinion to the information disclosure website specified by the FSC.
  6. In the case of a primary exchange (or OTC) company or emerging stock company that conducts a cash capital increase or issue of corporate bonds, before the utilization plan of the cash capital increase or corporate bond issue is accomplished, the company shall disclose the progress of the plan in its annual report. In the case of a corporate bond issue, within 2 days after the raising of capital has been completed and by the 10th day of each month during the issuance period of the corporate bonds, information relating to the issuance of the corporate bonds shall be input into the information disclosure website specified by the FSC.
  7. When there occurs any material event requiring immediate announcement under the securities laws and regulations of the country where the securities are listed and the rules of the listing securities exchange, the information shall simultaneously be input to the information disclosure website specified by the FSC. This also applies for any event voluntarily announced by the foreign issuer.
  8. For straight corporate bonds denominated in New Taiwan Dollars, the funds raised shall be retained in New Taiwan Dollars, and used in substantive investment in Taiwan, or for other purposes limited solely to the scope approved by the Central Bank. For straight corporate bonds denominated in foreign currency, the funds raised shall be retained as foreign currency, and may not be converted into New Taiwan Dollars for use.
    The funds raised in accordance with the provisions of subparagraph 1 of the preceding paragraph shall be remitted by the lead securities underwriter in accordance with the applicable provisions of the Statute for Regulation of Foreign Exchange.
    A primary exchange (or OTC) listed company or emerging stock company offering and issuing overseas securities, after obtaining effective registration, shall be required mutatis mutandis to do the matters set out in paragraph 1, subparagraphs 2 to 7, and additionally, within 10 days after issuance, upload the prospectus prepared in accordance with the securities laws and regulations of the country where the offering took place to the information disclosure website specified by the FSC. However, this uploading need not be done in the case of issuance of overseas depositary receipts that are for purposes of overseas corporate bond conversion or exercise.
    When a primary exchange (or OTC) listed company or emerging stock company offers and issues overseas securities, if any specific persons or strategic investors subscribe to the securities, the company shall disclose the subscription list as well as individual subscription prices and quantities in the prospectus and shall input them to the information disclosure website specified by the FSC. If it receives a written inquiry from the competent authority for securities of the country in which the securities are listed, it shall report to the FSC within 2 days from the date on which it receives the inquiry and at the same time that it provides the information requested by the inquiry.
    A foreign issuer that domestically issues stock, certificates of payment for shares, bonds, or TDRs issued by a depositary institution shall deliver them by book-entry transfer, and shall not print physical certificates of the securities. However, a foreign issuer that is required to issue the securities in certificated form under the laws or regulations of its country of registration shall have the foreign custodian institution enter into a depository agreement with the central securities depository and confirm the issuance volume before it may issue the securities domestically.
    If securities are delivered by book-entry transfer, the issuance, transfer, or cancellation shall be handled in accordance with the relevant rules of the central securities depository.
    Within 30 days from the date it receives permission for the issuance of new shares from the competent securities registration authority of the country of its registration, a foreign issuer shall deliver the securities to subscribers, and prior to delivery it shall make a public announcement through the information disclosure website specified by the FSC.