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Article 19
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With respect to an issuer that is seeking to sponsor issuance of overseas depositary receipts, once the registration becomes effective, the issuer shall, within 2 days after signing a deposit contract, make a public announcement of the following matters on the information reporting website specified by the FSC:
- Total dollar amount, unit price, volume, and issue date of the overseas depositary receipts issue; provided, however, that if the overseas depositary receipts are for conversion of overseas corporate bonds, the issuer may opt to announce only the estimated number of units to be issued. However, in the case of an issuance pursuant to Article 12-1, the issuer may opt to announce only the maximum total amount of the overseas depositary receipts to be issued.
- The number of shares of the underlying securities and their unit price; provided, however, that if the overseas depositary receipts are for conversion of overseas corporate bonds, the issuer may opt to announce only the estimated number of shares. However, in the case of an issuance pursuant to Article 12-1, the issuer may opt to announce only the securities represented by the overseas depositary receipts, the maximum total amount of those securities, and the ratio of the number of shares represented by the maximum total amount to the total number of issued shares.
- Place of issuance and transaction.
- The issuer's reason for arranging for subscription by the specific person or persons, the total number of units subscribed to by the specific person or persons, total dollar amount, and the relationship between the specific person or persons and the issuer (if the statement of issuance methods provides that a portion of the depositary receipts shall be subscribed to by a specific person or persons).
- The proceeds plan and the expected benefits (where the issuer is sponsoring issuance of overseas depositary receipts through cash capital increase).
- The name of the company involved in such acquisition or share exchange, the number of shares involved, the schedule for implementation and completion of the plan, the expected benefits, the share exchange ratio, the method (and legitimacy thereof) for determining the value of the overseas depositary receipts for which the issuer is to sponsor issuance, and the method (and legitimacy thereof) for determining the value of the assets to be acquired by the issuer (the above disclosures are to be made where the issuer intends to acquire a foreign company, to acquire the shares of a foreign company, or to issue new shares for the purpose of an acquisition or separation of a foreign company conducted in accordance with the law).
- The primary impact on shareholders' equity (e.g. expenses incurred by the issuer in sponsoring issuance of the overseas depositary receipts, impact on shareholding structure, etc.).
After the announcement of the items referred to in the preceding paragraph, should there be any change to any of these items, a public announcement of such change shall be made within 2 days from the date on which any of the originally announced items is changed.
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Article 26
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With regard to the offering plan of overseas corporate bonds, after the registration becomes effective, the issuer shall, within 2 days after pricing the offering, publicly announce the following matters on the information reporting website specified by the FSC:
- Total dollar amount of the offered overseas corporate bonds, the face value of each bond certificate, the issue price, and the projected date of issuance.
- Interest rate(s) for the overseas corporate bonds to be offered.
- Repayment method and term of maturity of the overseas corporate bonds to be offered.
- Type of security (where the bonds are secured).
- Conversion terms and important stipulations (where the issuance rules provide for conversion).
- Method of warrant exercise and important stipulations (where the issuance rules set forth warrant exercise conditions).
- Place of issuance and transaction.
- The reason why a specific person or persons are being contacted to subscribe through negotiation (in the event that such is the case), the total number of certificates to be subscribed to by the specific person or persons, the total dollar amount thereof, and the relationship between the specific person or persons and the issuer.
- A funds utilization plan, and a statement of the expected benefits thereof.
- The principal impact on shareholders' equity.
After the announcement of the items referred to in the preceding paragraph, should there be any change to any of these items, a public announcement of such change shall be made within 2 days after the closing of the offering.
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Article 34
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When an overseas stock issue has been effectively registered, the issuer shall post the following particulars to the information reporting website specified by the FSC within the designated time limit:
- Where the offering is to raise funds, a public announcement of the following particulars shall be made within 2 days after the issue pricing:
- Number of shares issued, issue price per share, total issue size, and projected date of issuance.
- Place of issuance and transaction.
- If the statement of issuance methods provides that a portion of the depositary receipts shall be subscribed to by a specific person or persons, then the announcement shall state the purpose for subscription by the specific person or persons through negotiation, the total number of shares subscribed to by the specific person or persons, the total dollar amount, and the relationship between the specific person or persons and the issuer.
- The funds utilization plan and the expected benefits thereof (in the case of cash capital increase through a new share issue).
- The main impact on shareholders' equity (such as expenses incurred through issuance of overseas stocks, or impact on shareholding structure).
- Where the offering is not for the purpose of raising funds, a public announcement of the following particulars shall be made within 2 days after listing:
- Number of shares listed, listed price per share, and total size of listing.
- Place of listing.
- The main impact on shareholders' equity (such as expenses incurred through issuance, or impact on shareholding structure).
Should there be any change after the announcement or reporting of items referred to in subparagraph 1 of the preceding paragraph, a public announcement of such change shall be made and a report shall be filed with the FSC within 2 days after the closing of the offering.
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